|NRG ENERGY, INC. filed this Form 10-K on 03/01/2018|
“Affiliate Contract” means any Contract between any Seller or any of their Affiliates (other than any Company Entity) on the one hand, and any Company Entity, on the other hand.
“Aggregate Net Working Capital Amount” means Current Assets minus Current Liabilities, in each case as of 11:59 P.M. (Eastern time) on the Balance Sheet Effective Date, in each case calculated (i) in accordance with GAAP and (ii) to the extent not inconsistent with GAAP, the Company Accounting Principles. An example of the calculation of the Net Working Capital as of December 31, 2017 is set forth on Exhibit C.
“Aggregate Target Net Working Capital Amount” means eighty million seven hundred thousand dollars ($80,700,000).
“Agreement” means this Purchase and Sale Agreement and the Exhibits, the Appendices and the Disclosure Schedules, as any of the same shall be amended or supplemented from time to time.
“2017 AIP Incentive Bonuses” means those annual incentive plan bonus compensation awards recognizing performance during the 2017 fiscal year that are scheduled to be paid to certain Transferred Non-Union Employees during the Lockbox Period.
“Allocation” has the meaning set forth in Section 9.02(a).
“Anti-Terrorism Law” means each of (a) Executive Order No. 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism; (b) Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (commonly known as the USA Patriot Act); (c) the Money Laundering Control Act of 1986, Public Law 99-570; (d) the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. §§ 1 et seq., any executive order or regulation promulgated thereunder and administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury or the U.S. Department of State; and (e) any similar law (including any laws, rules and regulations concerning or relating to money laundering, bribery or corruption) enacted in the United States of America subsequent to the date of this Agreement
“Apportioned Obligations” has the meaning set forth in Section 9.01(a).
“Assignment and Assumption of Membership Interests” means the Assignment and Assumption of Membership Interests in substantially the form of Exhibit A attached hereto
“Balance Sheet Date” has the meaning set forth in Section 3.20.
“Balance Sheet Effective Date” means December 31, 2017.
“Base Purchase Price” has the meaning set forth in Section 2.02.
“Bayou Cove” has the meaning set forth in the Recitals.
“Bayou Peaking” has the meaning set forth in the Recitals.
“Bayou Project” has the meaning set forth in the Recitals.
“BC Peaking” has the meaning set forth in the Recitals.
“BC I Peaking Project” has the meaning set forth in the Recitals.