NYLD definition
Examples of NYLD in a sentence
At or prior to the Closing, NYLD shall deliver to (a) Purchaser and NRG Energy executed copies of the agreements listed in Sections A.2 and A.3 and (b) Purchaser a certificate, dated the Closing Date, and duly executed by an authorized officer of NYLD substantially in the form and to the effect of Exhibit M.
None of NYLD, NYLD LLC or, to the Knowledge of NYLD, any other party, has given or received notice or other communication regarding any actual, alleged, possible or potential material violation or material breach of any NYLD Constitutive Document since the date of formation with respect NYLD or NYLD LLC.
NYLD LLC will, subject to any offset as contemplated by Section 7.1.3, pay the quarterly installment of the Annual Fee for each Quarter as soon as practicable following the end of the Quarter with respect to which such payment is due, but in any event no later than 30 days following the end of such Quarter.
In the event of any such requirement, any such defined benefit pension plan shall provide for benefit accrual solely with respect to a participating NYLD Thermal Employee’s period of employment with NYLD or any of its subsidiaries following the Closing and benefits provided under any such plan shall not be determined, or otherwise relate in any way, to benefits accrued, paid or payable under any NRG defined benefit pension plan.
The approval by NYLD of any such amendment, modification or supplement shall be subject to approval by a majority of the Board and a majority of the Conflicts Committee.
On no less than a monthly basis, NRG shall provide to NYLD a written invoice with respect to the Benefit Fee owed by NYLD to NRG for the preceding month, and NYLD shall pay the amounts set forth on such invoice to NRG within ten (10) Business Days of receipt of such invoice from NRG.
For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person concerning (a) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving an NYLD Entity; (b) the issuance or acquisition of equity securities of an NYLD Entity or (c) the sale, lease, exchange or other disposition of any significant portion of an NYLD Entity’s assets, in each case, other than as permitted under Section G.3(b).
Any refund of property taxes received by Purchaser, NYLD, a Project Company, or an Affiliate relating to both Solar Properties and other properties shall be reasonably apportioned among the properties, and Purchaser, NYLD and NYLD Op shall be obligated to pay to NRG Energy only the portion attributable to the Solar Properties.
If Purchaser or NRG has delivered a CAFD Leakage Objection Notice to NYLD, the Parties will endeavor to resolve any disagreements noted in the CAFD Leakage Objection Notice in good faith as soon as practicable after the delivery of such notice, but if they do not obtain a final resolution within fifteen (15) days after NYLD has received the CAFD Leakage Objection Notice, any Party may submit the matters in dispute to the Neutral Auditor to resolve any remaining disagreements.
At the Closing, each of NRG and NYLD shall enter into (a) the Third Amended and Restated Right of First Offer Agreement in the form attached as Exhibit E to this Agreement (the “Third A&R NRG/NYLD ROFO Agreement”); (b) the Transition Services Agreement in the form attached as Exhibit F to this Agreement (the “NRG Transition Services Agreement”); and (c) the Letter Agreement in the form attached as Exhibit G to this Agreement (the “Letter Agreement”).