Common use of Permitted Exceptions Clause in Contracts

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, Xxxxx GP and the Xxxxx Group Members may engage in the following activities under the following circumstances: (a) the ownership and/or operation of any of the Retained Assets (including replacements of the Retained Assets); (b) any Restricted Business conducted by a Xxxxx Group Member or Xxxxx GP with the approval of the General Partner; (c) the ownership and/or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Xxxxx Group Member or Xxxxx GP after the Closing Date (the “Subject Assets”) if, in the case of an acquisition, the fair market value of the Subject Assets (as determined in good faith by the Board of Directors of Xxxxx), or, in the case of construction, the estimated construction cost of the Subject Assets (as determined in good faith by the Board of Directors of Xxxxx), is less than $5 million at the time of such acquisition or completion of construction, as the case may be; (d) the ownership and/or operation of any Subject Assets acquired by a Xxxxx Group Member or Xxxxx GP after the Closing Date with a fair market value (as determined in good faith by the Board of Directors of Xxxxx) equal to or greater than $5 million at the time of the acquisition; provided, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets; (e) the ownership and/or operation of any Subject Assets constructed by a Xxxxx Group Member or Xxxxx GP after the Closing Date with a construction cost (as determined in good faith by the Board of Directors of Xxxxx) equal to or greater than $5 million at the time of completion of construction that the Partnership has been offered the opportunity to purchase in accordance with Section 2.3 and the Partnership has elected not to purchase; and (f) the ownership of the UNEV Profits Interest.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to 2.1, the contrary, Xxxxx GP and the Xxxxx Group Members Sponsor Entities may engage in the following activities under the following circumstances: (a) the ownership and/or ownership, operation, expansion, replacement, return to service, repair, sale, divestment, merger with another entity, suspension, operation or shutdown of any of the Retained Assets (including replacements of the Retained Assets); (b) the acquisition, construction, ownership or operation of any Restricted Business conducted assets that are within, substantially dedicated to, or an integral part of any refinery, commercial or marketing activity (except as identified in another subsection of this Section 2.2) owned, acquired or constructed by a Xxxxx Group Member or Xxxxx GP with the approval of the General PartnerSponsor Entities; (c) the acquisition, construction, ownership and/or or operation of any asset or asset, group of related assets used in the activities described in Section 2.1 or business that are acquired or constructed by a Xxxxx Group Member or Xxxxx GP after the Closing Date (the “Subject Assets”) if, in the case of an acquisition, the fair market value of the Subject Assets (as determined in good faith by the Board of Directors of Xxxxx), or, in the case of construction, the estimated construction cost of the Subject Assets (as determined in good faith by the Board of Directors of Xxxxx), is less than $5 million at the time of such acquisition or completion of construction, as the case may be; (d) the ownership and/or operation of any Subject Assets acquired by a Xxxxx Group Member or Xxxxx GP after the Closing Date with has a fair market value (as determined in good faith by the Board of Directors of Xxxxxthe Sponsor Entity that will own such asset, group of assets or business) equal to or greater of less than $5 million at the time of the acquisition; provided, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets25 million; (ed) the acquisition, construction, ownership and/or or operation of any Subject Assets constructed by asset, group of assets or business that has a Xxxxx Group Member or Xxxxx GP after the Closing Date with a construction cost fair market value (as determined in good faith by the Board of Directors of Xxxxxthe Sponsor Entity that will own such asset, group of assets or business) equal to of $25 million or greater than $5 million at the time of completion of construction that more if the Partnership has been offered the opportunity to purchase such asset, group of assets or business in accordance with the procedures set forth in Section 2.3 and the Partnership has elected not to purchase; andpurchase such asset, group of assets or business; (e) the acquisition, construction, ownership or operation of any asset, group of assets or business that has a fair market value (as determined in good faith by the Board of Directors of the Sponsor Entity that will own such asset, group of assets or business) of $25 million or more but where such crude oil or refined products pipelines, terminals or storage facilities comprise less than half of the fair market value (as determined in good faith by the Board of Directors of the Sponsor Entity that will own such asset, group of assets or business) of the total package of assets and/or businesses acquired or constructed by the Sponsor Entities and its Subsidiaries if the Partnership has been offered the opportunity to purchase the crude oil or refined products pipelines, terminals or storage facility assets and/or businesses in accordance with the procedures set forth in Section 2.3 and the Partnership has elected not to purchase such asset, group of assets and/or businesses; (f) the purchase and ownership of a non-controlling interest in any publicly traded entity; (g) the UNEV Profits Interestownership of equity interests in the General Partner and the Partnership Group; (h) engaging with any crude oil or refined products pipelines, terminals or storage facilities in the capacity of a customer of such pipelines, terminals or storage facilities; and (i) the acquisition, ownership or operation of any asset, group of assets or business that would be unlawful or contrary to an existing contractual arrangement of the Partnership Group for the Partnership Group to own or operate, for as long as it is unlawful or contrary to an existing contractual arrangement of the Partnership Group for the Partnership Group to own or operate such asset, group of assets or business.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to 2.1, the contrary, Xxxxx GP and the Xxxxx Group Members Sponsor Entities may engage in the following activities under the following circumstances: (a) the ownership and/or ownership, operation, expansion, replacement, return to service, repair, sale, divestment, merger with another entity, suspension, operation or shutdown of any of the Retained Assets (including replacements of the Retained Assets); (b) the acquisition, construction, ownership or operation of any Restricted Business conducted assets that are within, substantially dedicated to, or an integral part of any refinery, commercial or marketing activity (except as identified in another subsection of this Section 2.2) owned, acquired or constructed by a Xxxxx Group Member or Xxxxx GP with the approval of the General PartnerSponsor Entities; (c) the acquisition, construction, ownership and/or or operation of any asset or asset, group of related assets used in the activities described in Section 2.1 or business that are acquired or constructed by a Xxxxx Group Member or Xxxxx GP after the Closing Date (the “Subject Assets”) if, in the case of an acquisition, the fair market value of the Subject Assets (as determined in good faith by the Board of Directors of Xxxxx), or, in the case of construction, the estimated construction cost of the Subject Assets (as determined in good faith by the Board of Directors of Xxxxx), is less than $5 million at the time of such acquisition or completion of construction, as the case may be; (d) the ownership and/or operation of any Subject Assets acquired by a Xxxxx Group Member or Xxxxx GP after the Closing Date with has a fair market value (as determined in good faith by the Board of Directors of Xxxxxthe Sponsor Entity that will own such asset, group of assets or business) equal to or greater of less than $5 million at the time of the acquisition; provided, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets25 million; (ed) the acquisition, construction, ownership and/or or operation of any Subject Assets constructed by asset, group of assets or business that has a Xxxxx Group Member or Xxxxx GP after the Closing Date with a construction cost fair market value (as determined in good faith by the Board of Directors of Xxxxxthe Sponsor Entity that will own such asset, group of assets or business) equal to of $25 million or greater than $5 million at the time of completion of construction that more if the Partnership has been offered the opportunity to purchase such asset, group of assets or business in accordance with the procedures set forth in Section 2.3 and the Partnership has elected not to purchase; andpurchase such asset, group of assets or business; (e) the acquisition, construction, ownership or operation of any asset, group of assets or business that has a fair market value (as determined in good faith by the Board of Directors of the Sponsor Entity that will own such asset, group of assets or business) of $25 million or more but where such crude oil or refined products pipelines, terminals or storage facilities comprise less than half of the fair market value (as determined in good faith by the Board of Directors of the Sponsor Entity that will own such asset, group of assets or business) of the total package of assets and/or businesses acquired or constructed by the Sponsor Entities and its Subsidiaries if the Partnership has been offered the opportunity to purchase the crude oil or refined products pipelines, terminals or storage facility assets and/or businesses in accordance with the procedures set forth in Section 2.3 and the Partnership has elected not to purchase such asset, group of assets and/or businesses; (f) the purchase and ownership of a non−controlling interest in any publicly traded entity; (g) the UNEV Profits Interestownership of equity interests in the General Partner and the Partnership Group; (h) engaging with any crude oil or refined products pipelines, terminals or storage facilities in the capacity of a customer of such pipelines, terminals or storage facilities; and (i) the acquisition, ownership or operation of any asset, group of assets or business that would be unlawful or contrary to an existing contractual arrangement of the Partnership Group for the Partnership Group to own or operate, for as long as it is unlawful or contrary to an existing contractual arrangement of the Partnership Group for the Partnership Group to own or operate such asset, group of assets or business.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 4.1 to the contrary, Xxxxx GP the LNG Partnership Group Members and the Xxxxx Offshore Partnership Group Members may engage in the following activities under any of the following circumstances: (a) the ownership LNG Partnership Group Members may engage in the ownership, operation and/or operation chartering of any of the Retained Assets (Suezmax Assets, including replacements of the Retained any Replacement Suezmax Assets); (b) the Offshore Partnership Group Members may engage in the ownership, operation and/or chartering of any Restricted Business conducted by a Xxxxx Group Member or Xxxxx GP with the approval of the General PartnerAframax Assets, including any Replacement Aframax Assets; (c) the ownership ownership, operation and/or operation chartering of any asset or group Crude Oil Assets that it acquires after the date of related assets used in the activities described in Section 2.1 that this Agreement if: (i) such Crude Oil Assets are acquired as part of a business or constructed by package of assets in a Xxxxx Group Member or Xxxxx GP after transaction in which the Closing Date (the “Subject Assets”) if, in the case fair market value of an acquisition, such Crude Oil Assets represents less than a majority of the fair market value of the Subject Assets total assets or business acquired (fair market value as determined in good faith by the Board of Directors of Xxxxx), or, in the case of construction, the estimated construction cost Conflicts Committee of the Subject Assets (as determined in good faith by the Board board of Directors directors of Xxxxx), is less than $5 million at the time of such acquisition Teekay LNG General Partner or completion of constructionTeekay Offshore General Partner, as applicable); and (ii) the case may beLNG Partnership Group Member or Offshore Partnership Group Member, as applicable, has offered Teekay the opportunity for Teekay or any other Teekay Entity to purchase such Crude Oil Assets in accordance with the procedures set forth in Section 5.1 and Teekay has elected not to purchase and not to cause another Teekay Entity to purchase such Crude Oil Assets; (d) the ownership ownership, operation and/or operation chartering of any Subject Crude Oil Assets acquired that are subject to an offer by a Xxxxx an LNG Partnership Group Member or Xxxxx GP after the Closing Date with a fair market value (an Offshore Partnership Group Member as determined described in good faith by the Board of Directors of XxxxxSection 4.2(c) equal to or greater than $5 million at the time of the acquisition; provided, the Partnership has been offered the opportunity pending Teekay's determination whether to purchase the Subject Crude Oil Assets in accordance with Section 2.3 and the Partnership has elected not and, if Teekay determines to cause a Teekay Entity to purchase such Crude Oil Assets, pending the Subject Assetsclosing of such purchase; (e) the ownership and/or operation acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any Subject Assets constructed by publicly traded Person that engages in a Xxxxx Group Member or Xxxxx GP after the Closing Date with a construction cost (as determined in good faith by the Board of Directors of Xxxxx) equal to or greater than $5 million at the time of completion of construction that the Partnership has been offered the opportunity to purchase in accordance with Section 2.3 and the Partnership has elected not to purchaseCrude Oil Restricted Business; andor (f) the ownership ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of the UNEV Profits Interestany Crude Oil Assets with respect to which Teekay has previously advised Teekay LNG General Partner or Teekay Offshore General Partner, as applicable, that Teekay has elected not to cause a Teekay Entity to acquire (or seek to acquire).

Permitted Exceptions. Notwithstanding any provision of Section 2.1 3.1 to the contrary, Xxxxx GP and the Xxxxx Partnership Group Members may engage in the following activities under any of the following circumstances: (a) the ownership and/or operation of any of the Retained Assets (Suezmax Assets, including replacements of the Retained any Replacement Suezmax Assets); (b) any Restricted Business conducted by a Xxxxx Group Member or Xxxxx GP with the approval of the General Partner; (c) the ownership and/or operation of any asset or group Crude Oil Assets that it acquires after the date of related assets used in the activities described in Section 2.1 that this Agreement if: (i) such Crude Oil Assets are acquired or constructed by in a Xxxxx Group Member or Xxxxx GP after the Closing Date (the “Subject Assets”) if, transaction in the case of an acquisition, which the fair market value of the Subject such Crude Oil Assets (as determined in good faith by the Board of Directors of Xxxxx), or, in the case of construction, the estimated construction cost represents less than a majority of the Subject Assets (as determined in good faith by the Board of Directors of Xxxxx), is less than $5 million at the time of such acquisition or completion of construction, as the case may be; (d) the ownership and/or operation of any Subject Assets acquired by a Xxxxx Group Member or Xxxxx GP after the Closing Date with a fair market value (as determined in good faith by the Board of Directors of XxxxxGeneral Partner's Conflicts Committee) equal to or greater than $5 million at the time of the acquisitiontotal assets or business acquired; provided, and (ii) the Partnership Group Member has been offered Teekay the opportunity for Teekay or any other Teekay Entity to purchase the Subject such Crude Oil Assets in accordance with the procedures set forth in Section 2.3 4.1 and the Partnership Teekay has elected not to purchase the Subject and not to cause another Teekay Entity to purchase such Crude Oil Assets; (c) the ownership and/or operation of Crude Oil Assets that are subject to an offer by a Partnership Group Member as described in Section 3.2(b) pending Teekay's determination whether to purchase the Crude Oil Assets and, if Teekay determines to cause a Teekay Entity to purchase such Crude Oil Assets , pending the closing of such purchase; (d) the acquisition of up to a 9.9% equity ownership, voting or profit participation interest in any publicly traded Person that engages in a Crude Oil Restricted Business; or (e) the ownership and/or operation by a Partnership Group Member of any Subject Crude Oil Assets constructed by a Xxxxx Group Member or Xxxxx GP after with respect to which Teekay has previously advised the Closing Date with a construction cost (as determined in good faith by the Board of Directors of Xxxxx) equal to or greater than $5 million at the time of completion of construction General Partner that the Partnership has been offered the opportunity to purchase in accordance with Section 2.3 and the Partnership Teekay has elected not to purchase; and cause a Teekay Entity to acquire (f) the ownership of the UNEV Profits Interestor seek to acquire).

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to 2.1, the contrary, Xxxxx GP and the Xxxxx Group Members Sponsor Entities may engage in the following activities under the following circumstances: (a) the ownership and/or ownership, operation, expansion, replacement, return to service, repair, sale, divestment, merger with another entity, suspension, operation or shutdown of any of the Retained Assets (including replacements of the Retained Assets); (b) the acquisition, construction, ownership or operation of any Restricted Business conducted assets that are within, substantially dedicated to, or an integral part of any refinery, commercial or marketing activity (except as identified in another subsection of this Section 2.2) owned, acquired or constructed by a Xxxxx Group Member or Xxxxx GP with the approval of the General PartnerSponsor Entities; (c) the acquisition, construction, ownership and/or or operation of any asset or asset, group of related assets used in the activities described in Section 2.1 or business that are acquired or constructed by a Xxxxx Group Member or Xxxxx GP after the Closing Date (the “Subject Assets”) if, in the case of an acquisition, the fair market value of the Subject Assets (as determined in good faith by the Board of Directors of Xxxxx), or, in the case of construction, the estimated construction cost of the Subject Assets (as determined in good faith by the Board of Directors of Xxxxx), is less than $5 million at the time of such acquisition or completion of construction, as the case may be; (d) the ownership and/or operation of any Subject Assets acquired by a Xxxxx Group Member or Xxxxx GP after the Closing Date with has a fair market value (as determined in good faith by the Board of Directors of Xxxxxthe Sponsor Entity that will own such asset, group of assets or business) equal to or greater of less than $5 million at the time of the acquisition; provided, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets25 million; (ed) the acquisition, construction, ownership and/or or operation of any Subject Assets constructed by asset, group of assets or business that has a Xxxxx Group Member or Xxxxx GP after the Closing Date with a construction cost fair market value (as determined in good faith by the Board of Directors of Xxxxxthe Sponsor Entity that will own such asset, group of assets or business) equal to of $25 million or greater than $5 million at the time of completion of construction that more if the Partnership has been offered the opportunity to purchase such asset, group of assets or business in accordance with the procedures set forth in Section 2.3 and the Partnership has elected not to purchase; andpurchase such asset, group of assets or business; (e) the acquisition, construction, ownership or operation of any asset, group of assets or business that has a fair market value (as determined in good faith by the Board of Directors of the Sponsor Entity that will own such asset, group of assets or business) of $25 million or more but where such crude oil or refined products pipelines, terminals or storage facilities comprise less than half of the fair market value (as determined in good faith by the Board of Directors of the Sponsor Entity that will own such asset, group of assets or business) of the total package of assets and/or businesses acquired or constructed by the Sponsor Entities and its Subsidiaries if the Partnership has been offered the opportunity to purchase the crude oil or refined products pipelines, terminals or storage facility assets and/or businesses in accordance with the procedures set forth in Section 2.3 and the Partnership has elected not to purchase such asset, group of assets and/or businesses; (f) the purchase and ownership of a non‑controlling interest in any publicly traded entity; (g) the UNEV Profits Interestownership of equity interests in the General Partner and the Partnership Group; (h) engaging with any crude oil or refined products pipelines, terminals or storage facilities in the capacity of a customer of such pipelines, terminals or storage facilities; and (i) the acquisition, ownership or operation of any asset, group of assets or business that would be unlawful or contrary to an existing contractual arrangement of the Partnership Group for the Partnership Group to own or operate, for as long as it is unlawful or contrary to an existing contractual arrangement of the Partnership Group for the Partnership Group to own or operate such asset, group of assets or business.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to 2.1, the contrary, Xxxxx GP and the Xxxxx Group Members Sponsor Entities may engage in the following activities under the following circumstances: (a) the ownership and/or ownership, operation, expansion, replacement, return to service, repair, sale, divestment, merger with another entity, suspension, operation or shutdown of any of the Retained Assets (including replacements of the Retained Assets); (b) the acquisition, construction, ownership or operation of any Restricted Business conducted assets that are within, substantially dedicated to, or an integral part of any refinery, commercial or marketing activity (except as identified in another subsection of this Section 2.2) owned, acquired or constructed by a Xxxxx Group Member or Xxxxx GP with the approval of the General PartnerSponsor Entities; (c) the acquisition, construction, ownership and/or or operation of any asset or asset, group of related assets used in the activities described in Section 2.1 or business that are acquired or constructed by a Xxxxx Group Member or Xxxxx GP after the Closing Date (the “Subject Assets”) if, in the case of an acquisition, the fair market value of the Subject Assets (as determined in good faith by the Board of Directors of Xxxxx), or, in the case of construction, the estimated construction cost of the Subject Assets (as determined in good faith by the Board of Directors of Xxxxx), is less than $5 million at the time of such acquisition or completion of construction, as the case may be; (d) the ownership and/or operation of any Subject Assets acquired by a Xxxxx Group Member or Xxxxx GP after the Closing Date with has a fair market value (as determined in good faith by the Board of Directors of Xxxxxthe Sponsor Entity that will own such asset, group of assets or business) equal to or greater of less than $5 million at the time of the acquisition; provided, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership has elected not to purchase the Subject Assets25 million; (ed) the acquisition, construction, ownership and/or or operation of any Subject Assets constructed by asset, group of assets or business that has a Xxxxx Group Member or Xxxxx GP after the Closing Date with a construction cost fair market value (as determined in good faith by the Board of Directors of Xxxxxthe Sponsor Entity that will own such asset, group of assets or business) equal to of $25 million or greater than $5 million at the time of completion of construction that more if the Partnership has been offered the opportunity to purchase such asset, group of assets or business in accordance with the procedures set forth in Section 2.3 and the Partnership has elected not to purchase; andpurchase such asset, group of assets or business; (e) the acquisition, construction, ownership or operation of any asset, group of assets or business that has a fair market value (as determined in good faith by the Board of Directors of the Sponsor Entity that will own such asset, group of assets or business) of $25 million or more but where such crude oil or refined products pipelines, terminals or storage facilities comprise less than half of the fair market value (as determined in good faith by the Board of Directors of the Sponsor Entity that will own such asset, group of assets or business) of the total package of assets and/or businesses acquired or constructed by the Sponsor Entities and its Subsidiaries if the Partnership has been offered the opportunity to purchase the crude oil or refined products pipelines, terminals or storage facility assets and/or businesses in accordance with the procedures set forth in Section 2.3 and the Partnership has elected not to purchase such asset, group of assets and/or businesses; (f) the purchase and ownership of a non–controlling interest in any publicly traded entity; (g) the UNEV Profits Interestownership of equity interests in the General Partner and the Partnership Group; (h) engaging with any crude oil or refined products pipelines, terminals or storage facilities in the capacity of a customer of such pipelines, terminals or storage facilities; and (i) the acquisition, ownership or operation of any asset, group of assets or business that would be unlawful or contrary to an existing contractual arrangement of the Partnership Group for the Partnership Group to own or operate, for as long as it is unlawful or contrary to an existing contractual arrangement of the Partnership Group for the Partnership Group to own or operate such asset, group of assets or business.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, Xxxxx GP and the Xxxxx Group Members Holly Entities may engage in the following activities under the following xxxxxwing circumstances: (a) the ownership and/or operation of any of the Retained Assets (including replacements of the Retained Assets); (b) the ownership and/or operation of any Restricted crude oil pipeline or gathering system, acquired or constructed by a Holly Entity that is physically inter-connected to a Holly Xxxxxy's refinery by its assets; (c) anx Xxxtricted Business conducted by a Xxxxx Group Member or Xxxxx GP Holly Entity with the approval of the General PartnerConflicts Committee; (cd) the ownership and/or operation of any asset or group of related assets used in the activities described in Section 2.1 that are acquired or constructed by a Xxxxx Group Member or Xxxxx GP Holly Entity after the Closing Date date of this Agreement (the “"Subject Assets”Xxxxts") if, in the case of an acquisition, the fair market value of the Subject Assets (as determined in good faith by the Board of Directors of XxxxxHolly), or, in the case of construction, the estimated construction cost of xf the Subject Assets (as determined in good faith by the Board of Directors of Xxxxx)Assets, is less than $5 million at the time of such acquisition by the Holly Entity or completion of construction, as the case may bexx; (de) the ownership and/or operation of any Subject Assets acquired by a Xxxxx Group Member or Xxxxx GP after the Closing Date Holly Entity with a fair market value (as determined in good faith xxxth by the Board of Directors of XxxxxHolly) equal to or greater than $5 million at the time of the acquisitionacquisitixx; providedxrovided, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3 and the Partnership (with the concurrence of the Conflicts Committee) has elected not to purchase the Subject Assets;; and (ef) the ownership and/or operation of any Subject Assets constructed by a Xxxxx Group Member or Xxxxx GP after the Closing Date Holly Entity with a construction cost (as determined in good faith by the Board of Directors of Xxxxx) equal to or greater than $5 million at millixx xx the time of completion of construction that the Partnership has been offered the opportunity to purchase in accordance with Section 2.3 and the Partnership (with the concurrence of the Conflicts Committee) has elected not to purchase; and (f) the ownership of the UNEV Profits Interest.