Asset Separation Sample Clauses

Asset Separation. (a) On or before the date that is 30 days following the termination of this Agreement pursuant to Section 11.2(a), Section 11.2(b), Section 11.2(c) or Section 11.2(f), either Party may elect to effect an Asset Separation with respect to the Tranche JV Interests in any Acquisition Tranche. (b) If a Party elects to effect an Asset Separation pursuant to Section 11.4(a) or DGOC elects to effect an Asset Separation with respect to all of the Tranche JV Interests in an Acquisition Tranche pursuant to Section 9.2(c)(iii), then in either case the Parties shall undertake the following transactions with respect to the applicable Tranche JV Interests (such transactions, collectively, an “Asset Separation”): (i) DGOC shall in good faith, and as promptly as is reasonably practicable after the applicable election is made, (A) identify the manner in which it proposes to divide the assets constituting the applicable Tranche JV Interests into two (2) separate asset packages (each such asset package, an “AS Package”) (taking into account, without limitation, the geographic location and fair market value of such assets (which shall calculated and determined, for purposes of clarity, after giving effect to any asset retirement obligations, imbalances and other similar obligations or Liabilities that are applicable or related to the applicable Tranche JV Interests), the difference of the Working Interests of the Parties and their respective Affiliates in such Tranche JV Interests, the then-applicable calculation of the IRR for the applicable Acquisition Tranches involved in such Asset Separation and any cash that would need to be paid by a Party (or its Affiliates) to the other Party to equalize the value between the Parties (and their Affiliates) as to their respective interests in the applicable Tranche JV Interests) and (B) provide to Oaktree with a written description and overview of each such AS Packages and such other documents and information related thereto as are in the possession or control of DGOC and its Affiliates (such written description and overview with respect to the applicable AS Package, an “AS Package Memorandum”). DGOC shall use commercially reasonably efforts to include in each AS Package Memorandum a comprehensive overview and analysis of the applicable AS Packages so that Oaktree may (x) conduct a reasonable analysis and evaluation with respect to such AS Packages and (y) make a reasonably informed decision regarding which AS Package to select, includ...