Common use of Permitted Exceptions Clause in Contracts

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 any publicly traded entity; (g) the ownership 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 2.12.1 to the contrary, the Sponsor MarkWest 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, The ownership and/or operation or shutdown of any of the Retained Assets (including replacements of and modifications or additions to the Retained Assets); (b) The operation on behalf of a member of the acquisition, construction, ownership or operation Partnership Group of any asset or group of 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 owned by the Sponsor EntitiesPartnership Group; (c) the acquisition, construction, The ownership or and/or operation of any asset, Restricted Business or asset or group of related assets used in a Restricted Business that are acquired or business that has constructed by a MarkWest Entity after the date of this Agreement (the "Subject Assets") if: (A) the fair market value of the Subject Assets (as determined in good faith by the Board of Directors of MarkWest) is less than $7.5 million at the time of such acquisition by the MarkWest Entity or completion of construction, as the case may be; (B) in the case of an acquisition of Subject Assets with 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 MarkWest) equal to or business) of less greater than $25 million7.5 million at the time of such acquisition by a MarkWest Entity, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3(a) and the Partnership (with the concurrence of the Conflicts Committee) has elected not to purchase the Subject Assets; (dC) in the acquisition, construction, ownership or operation case of any asset, group the construction of assets or business that has Subject Assets with a fair market value (as determined in good faith by the Board of Directors of MarkWest) equal to or greater than $7.5 million at the Sponsor Entity that will own such assettime of completion of construction, 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 the Subject Assets in accordance with the procedures set forth in Section 2.3 2.3(a) and the Partnership (with the concurrence of the Conflicts Committee) has elected not to purchase such asset, group of assets or business;the Subject Assets; or (eD) in case of the acquisition, construction, ownership acquisition or operation construction of any asset, group of assets or business that has Subject Assets with a fair market value (as determined in good faith by the Board of Directors of the Sponsor Entity MarkWest) that will own such asset, group of assets or businessis (i) of greater than $25 7.5 million or more but where such crude oil or refined products pipelines, terminals or storage facilities comprise and (ii) less than half 20% of the fair market aggregate value (as determined in good faith by the Board of Directors of the Sponsor Entity that will own such asset, group of business or assets or business) of the total package of assets and/or businesses acquired or constructed by the Sponsor Entities and its Subsidiaries if constructed, the Partnership has been is offered the opportunity to purchase the crude oil Subject Assets within 90 days of such acquisition or refined products pipelines, terminals or storage facility assets and/or businesses completion of construction in accordance with the procedures set forth in Section 2.3 2.3(b) and the Partnership (with the concurrence of the Conflicts Committee) has elected not to purchase such asset, group of assets and/or businessesthe Subject Assets; (f) the purchase and ownership of a non-controlling interest in any publicly traded entity; (g) the ownership 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 2.14.1 to the contrary, the Sponsor Entities LNG Partnership Group Members and the Offshore Partnership Group Members may engage in the following activities under any of the following circumstances: (a) the LNG Partnership Group Members may engage in the ownership, operation, expansion, replacement, return to service, repair, sale, divestment, merger with another entity, suspension, operation or shutdown and/or chartering of any of the Retained Suezmax Assets, including any Replacement Suezmax Assets; (b) the acquisitionOffshore Partnership Group Members may engage in the ownership, construction, ownership or operation and/or chartering of any assets that are withinof the Aframax Assets, substantially dedicated to, or an integral part of including any refinery, commercial or marketing activity (except as identified in another subsection of this Section 2.2) owned, acquired or constructed by the Sponsor EntitiesReplacement Aframax Assets; (c) the acquisitionownership, construction, ownership or operation and/or chartering of any asset, group Crude Oil Assets that it acquires after the date of this Agreement if: (i) such Crude Oil Assets are acquired as part of a business or package of assets in a transaction in which the fair market value of such Crude Oil Assets represents less than a majority of the fair market value of the total assets or business that has a acquired (fair market value (as determined in good faith by the Board of Directors Conflicts Committee of the Sponsor Entity that will own such assetboard of directors of Teekay LNG General Partner or Teekay Offshore General Partner, group of assets or business) of less than $25 million;as applicable); and (dii) the acquisitionLNG Partnership Group Member or Offshore Partnership Group Member, constructionas applicable, 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 Teekay the opportunity for Teekay or any other Teekay Entity to purchase such asset, group of assets or business Crude Oil Assets in accordance with the procedures set forth in Section 2.3 5.1 and the Partnership Teekay has elected not to purchase and not to cause another Teekay Entity to purchase such assetCrude Oil Assets; (d) the ownership, group operation and/or chartering of assets Crude Oil Assets that are subject to an offer by an LNG Partnership Group Member or businessan Offshore Partnership Group Member as described in Section 4.2(c) 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; (e) the acquisitionacquisition of up to a 9.9% equity ownership, construction, ownership voting or operation of profit participation interest in any asset, group of assets or business publicly traded Person that has engages in 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;Crude Oil Restricted Business; or (f) the purchase and ownership ownership, operation and/or chartering by an LNG Partnership Group Member or an Offshore Partnership Group Member of a non-controlling interest in any publicly traded entity; (g) the ownership of equity interests in the Crude Oil Assets with respect to which Teekay has previously advised Teekay LNG General Partner and the Partnership Group; or Teekay Offshore General Partner, as applicable, that Teekay has elected not to cause a Teekay Entity to acquire (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 seek 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 businessacquire).

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 non−controlling interest in any publicly traded entity; (g) the ownership 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 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 any publicly traded entity; (g) the ownership 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 2.12.1 to the contrary, the Sponsor Entities MRMC and its Affiliates 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, The ownership and/or operation or shutdown of any of the Retained Assets (including replacements of and modifications or additions to the Retained Assets) and the conduct of the businesses operated by MRMC and its Affiliates on the Closing Date that were not transferred to the Partnership Entities and that are described on Schedule 2.2(a); (b) the acquisition, construction, ownership or The operation on behalf of a member of any assets that are within, substantially dedicated to, or an integral part Partnership Entity of any refinery, commercial asset or marketing activity (except as identified in another subsection group of this Section 2.2) owned, acquired or constructed assets owned by the Sponsor Entitiesany Partnership Entity; (c) the acquisition, construction, The ownership or and/or operation of any asset, asset or group of related assets used in a Business that are acquired or business that constructed by MRMC or any of its Affiliates (other than any of the Partnership Entities) after the date of this Agreement (the "Subject Assets") if: (i) the fair market value of the Subject Assets (as determined in good faith by the Board of Directors of MRMC) is less than $5.0 million at the time of such acquisition by any of the MRMC Entities or completion of construction, as the case may be; (ii) in the case of an acquisition of Subject Assets with a fair market value (as determined in good faith by the Board of Directors of MRMC) equal to or greater than $5.0 million at the time of such acquisition by MRMC, the Partnership has been offered the opportunity to purchase the Subject Assets within 90 days of such acquisition in accordance with Section 2.3(b) and the Partnership (with the concurrence of the Conflicts Committee) has elected not to purchase the Subject Assets; (iii) in the case of the construction of Subject Assets with a fair market value (as determined in good faith by the Board of Directors of MRMC) equal to or greater than $5.0 million at the time of completion of construction, the Partnership has been offered the opportunity to purchase the Subject Assets in accordance with Section 2.3(b) and the Partnership (with the concurrence of the Conflicts Committee) has elected not to purchase the Subject Assets; or (iv) in case of the acquisition or construction of any Subject Assets, a portion of which participate in a Business (the "Restricted Portion"), where the Restricted Portion has a fair market value (as determined in good faith by the Board of Directors of the Sponsor Entity MRMC) that will own such asset, group of assets or businessis (i) of greater than $5.0 million and (ii) less than $25 million; (d) 20% of the acquisition, construction, ownership aggregate value of the business or operation of any asset, group of assets acquired or business that has a fair market value constructed (as determined in good faith by the Board of Directors of the Sponsor Entity that will own such assetMRMC), group of assets or business) of $25 million or more if the Partnership has been is offered the opportunity to purchase such asset, group of assets or business the Subject Assets related to the Restricted Portion in accordance with the procedures set forth in Section 2.3 2.3(b) and the Partnership (with the concurrence of the Conflicts Committee) has elected not to purchase such asset, group of assets or businessSubject Assets; (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 ownership 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 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 non‑controlling interest in any publicly traded entity; (g) the ownership 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 2.12.1 to the contrary, and subject to Section 2.3 in the case of assets retained by a Sponsor Entities pursuant to Section 2.2(a) or Section 2.2(b)(i), any Sponsor may engage engage, directly or indirectly, in the following activities under the following circumstances: (a) the ownershipowning, operation, expansion, replacement, return to service, repair, sale, divestment, merger with another entity, suspension, operation operating or shutdown investing in any Restricted Business (whether comprised of any one asset or a group of related assets) that is retained by a Sponsor as of the Retained Assets; Closing Date; provided, however that if after the Closing Date the Restricted Business (b) the acquisition, construction, ownership whether comprised of one asset 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, a group of assets or business that related assets) has a fair market value (as determined in good faith by the Board board of Directors directors, or other governing body, of the Sponsor Entity that owns, operates or invests in the Restricted Business) greater than $10 million, the Sponsor must offer the Restricted Business to the Partnership Group in accordance with Section 2.4; (b) owning, operating or investing in a Restricted Business that is acquired by a Sponsor after the Closing Date if: (i) the fair market value of the Restricted Business (whether comprised of one asset or a group of related assets) (as determined in good faith by the board of directors, or other governing body, of the Sponsor that will own such assetown, group of assets operate or businessinvest in the Restricted Business) of is equal to or less than $25 10 million at the time of such acquisition by such Sponsor; provided, however, that if the fair market value of the Restricted Business (whether comprised of one asset or a group of related assets) subsequently exceeds $10 million;, the Sponsor must offer the Restricted Business to the Partnership Group in accordance with Section 2.4. (dii) in the acquisition, construction, ownership case of an acquisition of a Restricted Business (whether comprised of one asset or operation of any asset, a group of assets or business that has related assets) with a fair market value (as determined in good faith by the Board board of Directors directors, or other governing body, of the Sponsor Entity that will own own, operate or invest in the Restricted Business) greater than $10 million at the time of such assetacquisition by the Sponsor, 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 Group has been offered the opportunity to purchase the crude oil or refined products pipelines, terminals or storage facility assets and/or businesses Restricted Business in accordance with the procedures set forth in Section 2.3 2.4 and the Partnership Group (with the concurrence of the Conflicts Committee) has elected not to purchase such asset, group of assets and/or businesses;the Restricted Business. (fiii) the purchase and ownership investment in the Restricted Business is held solely by means of a non-controlling an equity interest in any publicly traded entity; (g) the ownership of entity that owns the Restricted Business and such 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 interest does not constitute control 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 businessRestricted Business.

Permitted Exceptions. Notwithstanding any provision of Section 2.12.1 to the contrary, the Sponsor Holdings Entities may engage in the following activities under the following circumstances: (a) any business that is primarily related to the ownership, operation, expansion, replacement, return to service, repair, sale, divestment, merger with another entity, suspension, operation exploration for and production of oil or shutdown natural gas and the sale and marketing of any of the Retained Assetsoil and natural gas derived from such exploration and production activities; (b) the acquisition, construction, purchase and ownership or operation of not more than five percent of any assets that are within, substantially dedicated to, or an integral part class of securities of any refinery, commercial or marketing activity entity engaged in the Restricted Business (except as identified but without otherwise participating in another subsection the activities of this Section 2.2) owned, acquired or constructed by the Sponsor Entitiessuch entity); (c) any Restricted Business conducted by a Holdings Entity with the acquisition, construction, approval of the MLP Conflicts Committee; (d) the ownership or and/or operation of any asset, asset or group of related assets used in the activities described in Section 2.1 that are acquired or business that has constructed by a Holdings Entity 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 or other comparable governing body of such Holdings Entity), or, in the case of construction, the estimated Construction Cost of the Subject Assets (as determined in good faith by the board of directors or other comparable governing body of such Holdings Entity), is less than $5 million at the time of such acquisition or completion of construction, as the case may be; (e) the ownership and/or operation of any Subject Assets acquired by a Holdings Entity after the Closing Date with a fair market value (as determined in good faith by the Board board of Directors directors or other comparable governing body of such Holdings Entity) equal to or greater than $5 million at the time of the Sponsor Entity that will own such assetacquisition; provided, 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 Subject Assets in accordance with the procedures set forth in Section 2.3 and the Partnership (with the concurrence of the MLP Conflicts Committee) has elected not to purchase such asset, group of assets and/or businesses;the Subject Assets; and (f) the ownership and/or operation of any Subject Assets constructed by a Holdings Entity after the Closing Date with a Construction Cost (as determined in good faith by the board of directors or other comparable governing body of such Holdings Entity) equal to or greater than $5 million at the time of completion of construction that the Partnership has been offered the opportunity to purchase and ownership of a non-controlling interest in any publicly traded entity; (g) the ownership of equity interests in the General Partner accordance with Section 2.3 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 concurrence of the Partnership Group for the Partnership Group MLP Conflicts Committee) has elected not 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 businesspurchase.