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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.


fees payable as a result of the Debt Commitment Letter (as defined in the Consent and Indemnity Agreement) being in effect between the November 6, 2018 and December 31, 2018 will be borne equally by Purchaser and Seller; provided, further, that the right to terminate this Agreement pursuant to this ‎Section 14.01(b) shall not be available to a Party if the failure of the Closing to occur on or before the Termination Date was primarily caused by a breach of this Agreement by such Party;
(c)    by Purchaser if there has been a breach by Seller or NYLD of any representation, warranty, covenant or agreement contained in this Agreement or the Consent and Indemnity Agreement or Seller or NYLD has failed to comply with any of its covenants or agreements contained in this Agreement or the Consent and Indemnity Agreement which (i) would result in a failure of a condition set forth in Article ‎9, and (ii) either (x) is a breach of Seller’s obligations to transfer the Acquired Interests at Closing in accordance with this Agreement or (y) such breach is either incapable of being cured or, if curable, has not been cured within thirty (30) days following written notification thereof; provided, however, that if, at the end of such thirty (30) day period, Seller or NYLD is endeavoring in good faith, and proceeding diligently, to cure such breach, Seller or NYLD shall have an additional thirty (30) days in which to effect such cure; provided, that Purchaser is not then in material breach of any representation, warranty, covenant or agreement contained in this Agreement;
(d)    by Seller if there has been a breach by Purchaser of any representation, warranty, covenant or agreement contained in this Agreement or Purchaser has failed to comply with any of its covenants or agreements contained in this Agreement, which (i) would result in a failure of a condition set forth in Article ‎10, and (ii) such breach is either incapable of being cured or, if curable, has not been cured within thirty (30) days following written notification thereof; provided, however, that if, at the end of such thirty (30) day period, Purchaser is endeavoring in good faith, and proceeding diligently, to cure such breach, Purchaser shall have an additional thirty (30) days in which to effect such cure; provided, that Seller is not then in material breach of any representation, warranty, covenant or agreement contained in this Agreement;
(e)    by either Seller or Purchaser, if any Order permanently restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby shall become final and non-appealable; provided, that the right to terminate this Agreement pursuant to this Section 14.01(e) shall not be available to any Party if the issuance of such final and non-appealable order was primarily attributable to the failure of such Party to perform any of its obligations under this Agreement; or
(f)    by Purchaser pursuant to ‎Section 7.03(c) or by Seller pursuant to ‎Section 7.09.
Section 14.02    Effect of Termination.
(a)    Subject to ‎Section 14.02(c), if this Agreement is validly terminated pursuant to Section 14.01, this Agreement will forthwith become null and void, and there will be no liability or obligation on the part of either Seller or Purchaser (or any of their respective Representatives or Affiliates) in respect of this Agreement, except that the applicable portions of Article ‎1, this ‎Section 14.02, and the entirety of Article ‎15 will continue to apply following any termination; provided, however, that nothing in this ‎Section 14.02 shall release any Party from liability for any breach of this Agreement by such Party prior to the termination of this Agreement; provided, that under no circumstances will the maximum aggregate liability of Purchaser for monetary damages or other monetary remedies (including payment of the Purchaser Termination Fee, any Losses or other amounts payable pursuant to this sentence or any other damages related to this Agreement) in connection with this Agreement, the agreements contemplated hereby or the transactions contemplated hereby or thereby be greater than the Purchaser Termination Fee, and in no event shall any Seller Related Party seek or obtain, nor shall it permit any of

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