Common use of Certificate for Units Clause in Contracts

Certificate for Units. The form of the certificate representing the Units (i) complies with the requirements of the Restated Partnership Agreement and (ii) complies in all material respects with the requirements and rules of the NYSE. In addition, such counsel shall state that, in the course of such counsel’s participation, as United States counsel to the Partnership, in the preparation of the Registration Statement, the Disclosure Package and the Prospectus, such counsel has attended conferences with, among others, representatives of the Underwriters, officers and other representatives of the Teekay Entities and the independent public accountants for the Partnership, at which conferences the contents of the Registration Statement, the Disclosure Package and the Prospectus were discussed. Such counsel shall also state that, without undertaking to determine independently or assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Prospectus, no facts have come to such counsel’s attention that cause such counsel to believe that: (i) the Registration Statement, as of its Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, as of its issue date or as of the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that such counsel need not express any statement or belief with respect to (x) any financial statements, including the notes and schedules thereto and the auditor’s reports, if any thereon or (y) other financial or statistical data included in the Registration Statement, the Disclosure Package or the Prospectus).

Certificate for Units. The form of the certificate representing the Units (i) complies with the requirements of the Restated Partnership Agreement and (ii) complies in all material respects with the requirements and rules of the NYSE. In addition, such counsel shall state that, in the course of such counsel’s participation, as United States counsel to the Partnership, in the preparation of the Registration Statement, the Disclosure Package and the Prospectus, such counsel has attended conferences with, among others, representatives of the Underwriters, officers and other representatives of the Teekay Entities and the independent public accountants for the Partnership, at which conferences the contents of the Registration Statement, the Disclosure Package and the Prospectus were discussed. Such counsel shall also state that, without undertaking to determine independently or assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Prospectus, no facts have come to such counsel’s attention that cause such counsel to believe that: (i) the Registration Statement, as of its Effective Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, as of its issue date or as of the Closing Date or any Option Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that such counsel need not express any statement or belief with respect to (x) any financial statements, including the notes and schedules thereto and the auditor’s reports, if any any, thereon or (y) other financial or statistical data included in the Registration Statement, the Disclosure Package or the Prospectus).