Patriot Covenants Exceptions Sample Clauses

Patriot Covenants Exceptions. Notwithstanding the foregoing, Patriot and the members of Patriot Group may take actions inconsistent with the covenants contained in Section 9(b) above, if: (i) In the case of any disposition of assets that could otherwise be subject to Section 9(b)(i) or (ii), the aggregate book value of such assets does not exceed 5 percent of total assets; or (ii) In the case of any other action: (A) Patriot notifies FRP of its proposal to take such action and Patriot and FRP obtain a ruling from the IRS to the effect that such actions will not result in the Distribution being taxable to FRP or its shareholders, provided that Patriot agrees in writing to bear any expenses associated with obtaining such a ruling and, provided further, that Patriot shall not be relieved of any liability under Section 10(a) of this Agreement by reason of seeking or having obtained such a ruling; or (B) Patriot notifies FRP of its proposal to take such action and obtains an opinion of counsel recognized as an expert in federal income tax matters and acceptable to FRP to the same effect as in Section 9(c)(ii)(A) , provided that such opinion is acceptable to FRP in its sole discretion; provided further, that Patriot shall not be relieved of any liability under Section 10(a) of this Agreement by reason of having obtained such an opinion.