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...
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Asset Separation. 13 4.1. Transfer of Assets............................................ 13 4.2.
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Asset Separation 
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Related to Asset Separation

  • The Separation Subject to the satisfaction or waiver (in accordance with the provisions of Section 4.3) of the conditions set forth in Section 4.3, each of MII and B&W will use commercially reasonable efforts to take, or cause to be taken, any actions, including the transfer of Assets and the assumption of Liabilities, necessary to effect the Separation on or prior to the Distribution Date. As of and after the Distribution Time, B&W and its Subsidiaries shall, as between the B&W Group and the MII Group, be responsible for all B&W Liabilities, regardless of when or where such B&W Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such B&W Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the MII Group or the B&W Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. As of and after the Distribution Time, MII and its Subsidiaries shall, as between the MII Group and the B&W Group, be responsible for all MII Liabilities, regardless of when or where such MII Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the date hereof, regardless of where or against whom such MII Liabilities are asserted or determined or whether asserted or determined prior to, at or after the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of statute or Law, fraud or misrepresentation, breach of contract or other theory, by any member of the MII Group or the B&W Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. Subject to Section 3.8(f), each of MII and B&W agrees on behalf of itself and each of its Subsidiaries as of the Distribution Time that the provisions of the Tax Sharing Agreement shall exclusively govern the allocation of Assets and Liabilities related to Taxes.

  • Sick Leave Separation Cash Out At the time of retirement from state service or at death, an eligible employee or the employee’s estate will receive cash for their compensable sick leave balance on a one (1) hour for four (4) hours basis. For the purposes of this Section, retirement will not include “vested out of service” employees who leave funds on deposit with the retirement system.

  • Separation Any employee who has been employed for at least six (6) continuous months will be entitled to payment for vacation leave credits when they: A. Resign with adequate notice; B. Retire; C. Are laid-off; or D. Are terminated by the Employer. In addition, the estate of a deceased employee will be entitled to payment for vacation leave credits.

  • Disability Separation A. An employee with permanent status may be separated from service when the Employer determines that the employee is unable to perform the essential functions of the employee’s position due to a mental, sensory, or physical disability, which cannot be reasonably accommodated. Determinations of disability may be made by the Employer based on an employee’s written request for disability separation or after obtaining a written statement from a licensed physician or licensed mental health professional. The Employer can require an employee to obtain a medical examination, at Employer expense, from a licensed physician or licensed mental health professional of the Employer’s choice. Evidence may be requested from the licensed physician or licensed mental health professional regarding the employee’s limitations. B. When the Employer has medical documentation of the employee’s disability and has determined that the employee cannot be reasonably accommodated in any available position for which they qualify, or the employee requests separation due to disability, the Employer may immediately separate the employee. C. The Employer will inform the employee in writing of the option to apply to return to employment prior to their separation due to disability. The Employer will provide assistance to individuals seeking reemployment under this Article for two (2) years. If reemployed, upon successful completion of the employee’s probationary period, the time between separation and reemployment will be treated as leave without pay and will not be considered a break in service. D. A disability separation is not a disciplinary action. Disability separation at the employee’s request is not subject to the grievance procedure in Article 30.

  • Notice of Separation When an employee’s resignation is presumed in accordance with Section 27.2 above, the Employer will separate the employee by sending a separation notice to the employee by certified mail to the last known address of the employee. Such notice will include information regarding eligibility for continuation of medical benefits.