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SEC Filing Details

10-K
NRG ENERGY, INC. filed this Form 10-K on 03/01/2018
Entire Document
 
NRG ENERGY, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934.


the Effective Date and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), (b) The Seller Fundamental Representations (other than those in ‎Section 3.09 and ‎Section 4.12(d)) and the NYLD Fundamental Representations shall be true and correct in all material respects as of the Effective Date and as of the Closing Date (except for any of such representations and warranties that are qualified by materiality, including by reference to Material Adverse Effect, which shall be true and correct in all respects) as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date) and (c) the other representations and warranties made by Seller in Article ‎3, Article ‎4 and Article ‎5 and by Seller and NYLD in the Consent and Indemnity Agreement shall be true and correct (without giving effect to any materiality or Material Adverse Effect qualifications contained therein) as of the Effective Date and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect.
Section 9.02    Performance of Covenants. Seller and NYLD shall have duly performed, satisfied and complied with, in all material respects, all agreements, covenants and obligations of Seller or NYLD set forth in this Agreement and the Consent and Indemnity Agreement and required to be so performed, satisfied or complied with by Seller or NYLD at or prior to the Closing.
Section 9.03    Litigation. No Law or Order shall be in effect which restrains, enjoins or otherwise prohibits or makes illegal the consummation of any of the transactions contemplated by this Agreement and no Action shall have been instituted before any Governmental Authority of competent jurisdiction seeking to restrain, enjoin or otherwise prohibit or make illegal the consummation of any of the transactions contemplated by this Agreement, unless such Law, Order or Action is vacated, terminated or withdrawn.
Section 9.04    Assignment and Assumption Agreement for Acquired Interests. Seller shall have delivered a copy of an assignment and assumption agreement for the sale of the Acquired Interests to Purchaser (the “Assignment and Assumption Agreement for Acquired Interests”), duly executed by Seller, which shall be in a form reasonably acceptable to Seller and Purchaser.
Section 9.05    Approvals and Consents. All Seller Approvals and Seller Consents shall have been obtained or made, all conditions to their effectiveness shall have been satisfied, and such Consents shall be in full force and effect.
Section 9.06    Officers’ Certificates of Seller. Seller shall have delivered to Purchaser (a) a certificate, dated the Closing Date and duly executed by an authorized officer of Seller in a form reasonably acceptable to the Purchaser; and (b) a certificate, dated the Closing Date and duly executed by the Secretary of Seller in a form reasonably acceptable to the Purchaser.
Section 9.07    FIRPTA Certificate. Seller shall have caused to be delivered a certificate, dated as of the Closing Date and in a form reasonably acceptable to the Purchaser, which satisfies the requirements set forth in Treasury Regulation Section 1.1445-2, attesting that NRG Energy, Inc. is not a “foreign person” for U.S. federal income tax purposes.
Section 9.08    Antitrust Authorizations. All applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or been terminated.

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