Permitted Exceptions Clause Samples

Permitted Exceptions. Notwithstanding any provision of Section 3.1 to the contrary, the restrictions in this Agreement shall not prevent any Partnership Group Member from: (a) owning, operating or chartering any Non-Five-Year Vessel that was previously a Five-Year Vessel while owned by any Partnership Group Member; (b) acquiring one or more Non-Five-Year Vessels as part of the acquisition of a controlling interest in a business or package of assets and owning, operating or chartering those Non-Five-Year Vessels; provided, however, that: (i) if less than a majority of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, such Partnership Group Member must offer to sell such Non-Five-Year Vessels to Höegh for their fair market value plus any applicable Break-up Costs in accordance with the procedures set forth in Section 4.1; and (ii) if a majority or more of the value of the business or assets acquired is attributable to Non-Five-Year Vessels, as determined in good faith by the Board, the MLP shall notify Höegh of the proposed acquisition in writing. Höegh shall, not later than the 10th calendar day following receipt of such notice, notify the MLP if it or any other Höegh Entity wishes to acquire any Non-Five-Year Vessel forming part of that business or package of assets in cooperation and simultaneously with the Partnership Group Member acquiring the Five-Year Vessels forming part of that business or package of assets. If Höegh does not notify the MLP of its intent to pursue the acquisition within such 10 calendar days, the Partnership Group Member may proceed with the acquisition and then offer to sell such Non-Five-Year Vessels to Höegh as provided in Section 3.2(b)(i); (c) acquiring, owning, operating or chartering any Non-Five-Year Vessel that is subject to an offer to purchase by a Höegh Entity as described in Section 3.2(b) pending the offer of such Non-Five-Year Vessel to Höegh and Höegh’s determination pursuant to Section 4.1 whether to purchase the Five-Year Vessel and, if Höegh has determined to purchase or cause any Höegh Entity to purchase such Five-Year Vessel, pending the closing of such purchase; or (d) acquiring, owning, operating or chartering Non-Five-Year Vessels if Höegh has previously advised the MLP that it consents to such acquisition, ownership, operation or charter.

Permitted Exceptions. Notwithstanding any provision of Section 2.1 to the contrary, the Delek Entities may engage in the following activities under the following circumstances (collectively, the “Permitted Exceptions”): (a) the ownership and/or operation of any of the Retained Assets (including replacements or expansions of the Retained Assets); (b) the acquisition, ownership or operation of any logistics asset, including, without limitation, any crude oil or refined products pipeline, terminal or storage facility, that is (i) acquired or constructed by a Delek Entity and (ii) within, substantially dedicated to, or an integral part of, any refinery owned, acquired or constructed by a Delek Entity; (c) the acquisition, ownership 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 Delek Entity after November 7, 2012 (excluding assets acquired or constructed pursuant to Section 2.2(b) other than those assets described on Schedule VII) (the “Subject Assets”) if: (i) the fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) of the Subject Assets is less than $5.0 million at the time of such acquisition by the Delek Entity or completion of construction, as the case may be; (ii) in the case of an acquisition or the construction of the Subject Assets with a fair market value (as determined in good faith by the Board of Directors of the Delek Entity that will own the Subject Assets) equal to or greater than $5.0 million at the time of such acquisition by a Delek Entity or the completion of construction, as applicable, 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; or (iii) notwithstanding Section 2.2(c)(i) and Section 2.2(c)(ii), the Subject Assets described on Schedule VII; (d) the purchase and ownership of a non-controlling interest in any publicly traded entity engaged in any Restricted Activities; and (e) the ownership of equity interests in the General Partner and the Partnership Group.

Permitted Exceptions. The Property shall be conveyed subject to the matters which are, or are deemed to be, Permitted Exceptions pursuant to Article II hereof (herein referred to collectively as the “Permitted Exceptions”).

Permitted Exceptions. The Permitted Exceptions do not materially and adversely affect (1) the ability of the Borrower to pay in full the principal and interest on the Note in the manner provided for therein or (2) the use of the Property for the use currently being made thereof, the operation of the Property as currently being operated or the value of the Property.

Permitted Exceptions. Except as otherwise provided in this Article VIII, the Sellers shall sell and convey title to each Property subject only to the Permitted Exceptions with respect to such Property.

Permitted Exceptions. Notwithstanding Section 2.1, the Sponsor Entities may engage in the following activities under the following circumstances: (a) the ownership, operation, expansion, replacement, return to service, repair, sale, divestment, merger with another entity, suspension, operation or shutdown of any of the Retained Assets; (b) the acquisition, construction, ownership or operation of any 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 the Sponsor Entities; (c) 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 less than $25 million; (d) 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 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 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 ...

Permitted Exceptions. The Property shall be conveyed subject to the following matters, which are hereinafter referred to as the "Permitted Exceptions": (a) all liens, encumbrances, easements, covenants, conditions and restrictions, including any matters shown on any subdivision or parcel map affecting the Property which are set forth in the Title Commitment and not set forth in the Gap Notice or if set forth in the Gap Notice, (x) are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and (y) subject to which Purchaser has elected to accept the conveyance of the Property; (b) those matters that either are not objected to in writing within the time periods provided in Section 2.2 hereof, or if objected to in writing by Purchaser, are those which Seller has elected not to remove or cure, or has been unable to remove or cure, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property; (c) the rights of tenants under the Leases; (d) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to adjustment as herein provided; (e) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (f) items shown on the Survey; (g) the Declaration and the By-Laws of the Condominium; (h) those certain revocable consent agreements granted by the City of New York related to the bridge and tunnel connecting the Physical Property with a building on that certain property known as Eleven Madison Avenue, New York, New York, which revocable consent agreement was executed by Seller on September 19, 1995 (bridge), and was executed by Seller on June 18, 2001 (tunnel) (the "Revocable Consents"); (i) The existing designation of the Tower as a New York City Landmark by the New York City Landmarks Preservation Commission; the existing listing of the Tower in the National Register of Historic Places and as a National Historic Landmark by the National Park Service, Department of the Interior; and the existing listing of the Tower in the New York State Register of Historic Places by the New York State Historic Preservation Officer, Office of Parks, Recreation, and Historic Preservation; and all legal requirements of any public authorities in connection with such designations and listings. (j) the occupancy of the...

Permitted Exceptions. Buyer agrees to accept title, title insurance and any survey subject to and notwithstanding any of the following matters (collectively, the “Permitted Exceptions”): (a) existing roads, utilities and drains; (b) any visible or apparent use; (c) any variation between a deeded boundary line and a fence line, field line, ditch line or other visible or apparent occupancy or occupancy line; (d) any easement, condition, restriction or other matter of record (except liens); (e) any outstanding right or severance as to minerals; (f) any recorded oil and gas lease, active or not; (g) a lien for property taxes or assessments not yet payable; (h) any matter disclosed in this Agreement; and/or (i) any matter (except liens) referenced or shown in the preliminary title insurance schedules described in Addendum A.

Permitted Exceptions. The Premises are sold and shall be conveyed subject to: (a) Zoning and subdivision laws and regulations, and landmark, historic or wetlands designation, provided that they are not violated by the existing buildings and improvements erected on the property or their use; (b) Consents for the erection of any structures on, under or above any streets on which the Premises abut; (c) Encroachment of ▇▇▇▇▇▇, areas, cellar steps, trim and cornices, if any, upon any street or highway; (d) Real estate taxes that are a lien, but are not yet due and payable; and (e) The other matters, if any, including a survey exception, set forth in a Rider attached.