Common use of Ownership of the General Partner Clause in Contracts

Ownership of the General Partner. Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 51 of the Xxxxxxxx Islands Limited Liability Company Act); and Teekay Holdings owns such membership interest free and clear of all Liens.

Ownership of the General Partner. Teekay Holdings directly owns a of record 100% of the membership interest interests in the General Partner; such . Such membership interest has interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), and is are fully paid (to the extent required under the limited liability company agreement of the General Partner LLC AgreementPartner) and nonassessable (except as such nonassessability may be affected by Section 51 Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands Limited Liability Company ActAct and except as may otherwise be provided in the limited liability company agreement of the General Partner); and Teekay Holdings owns such membership interest free and clear of all Liens.

Ownership of the General Partner. Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), Agreement and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 51 of the Xxxxxxxx Islands Limited Liability Company Act)nonassessable; and and, to counsel’s knowledge, Teekay Holdings directly owns such membership interest free and clear of all Liens.

Ownership of the General Partner. Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 51 Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands Limited Liability Company ActAct of 1996 and the General Partner LLC Agreement); and Teekay Holdings owns such membership interest free and clear of all Liens.

Ownership of the General Partner. Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended or restated on or prior to the date hereof (the “General Partner LLC Agreement”)) without violation of any preemptive right, resale right, right of first refusal or similar right, and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 51 31 of the Xxxxxxxx Islands Limited Liability Company Act); and Teekay Holdings owns such membership interest free and clear of all Liens.

Ownership of the General Partner. Teekay Holdings directly owns a of record 100% of the membership interest interests in the General Partner; such . Such membership interest has interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), and is are fully paid (to the extent required under the limited liability company agreement of the General Partner LLC AgreementPartner) and nonassessable (except as such nonassessability may be affected by Section 51 Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands Limited Liability Company ActAct (the “MI LLCA”) and subject to the provisions of the limited liability company agreement of the General Partner); and Teekay Holdings owns such membership interest free and clear of all Liens.

Ownership of the General Partner. Teekay Holdings directly Limited owns a of record 100% of the membership interest interests in the General Partner; such . Such membership interest has interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), and is are fully paid (to the extent required under the limited liability company agreement of the General Partner LLC AgreementPartner) and nonassessable (except as such nonassessability may be affected by Section 51 Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands Limited Liability Company ActAct (the “MI LLCA”) and except as may otherwise be provided in the limited liability company agreement of the General Partner); and Teekay Holdings owns such membership interest free and clear of all Liens.

Ownership of the General Partner. Teekay Holdings directly owns a of record 100% of the membership interest interests in the General Partner; such . Such membership interest has interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), and is are fully paid (to the extent required under the limited liability company agreement of the General Partner LLC AgreementPartner) and nonassessable (except as such nonassessability may be affected by Section 51 31 of the Xxxxxxxx Islands Limited Liability Company ActAct (the “MI LLCA”) and subject to the provisions of the limited liability company agreement of the General Partner); and Teekay Holdings owns such membership interest free and clear of all Liens.

Ownership of the General Partner. Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended or restated on or prior to the date hereof (the “General Partner LLC Agreement”), and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 51 of the Xxxxxxxx Islands Limited Liability Company Act); and Teekay Holdings owns such membership interest free and clear of all Liens.

Ownership of the General Partner. Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), Agreement and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 51 of the Xxxxxxxx Islands Limited Liability Company Act)nonassessable; and to counsel’s knowledge, Teekay Holdings directly owns such membership interest free and clear of all Liens.

Ownership of the General Partner. Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 51 Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands Limited Liability Company Act); and Teekay Holdings owns such membership interest free and clear of all Liens.

Ownership of the General Partner. Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended or restated on or prior to the date hereof (the “General Partner LLC Agreement”), and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 51 of the Xxxxxxxx Mxxxxxxx Islands Limited Liability Company Act); and Teekay Holdings owns such membership interest free and clear of all Liens.

Ownership of the General Partner. Teekay Holdings directly owns a of record 100% of the membership interest interests in the General Partner; such . Such membership interest has interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), and is are fully paid (to the extent required under the limited liability company agreement of the General Partner LLC AgreementPartner) and nonassessable (except as such nonassessability may be affected by Section 51 Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands Limited Liability Company ActAct of 1996 and except as may otherwise be provided in the limited liability company agreement of the General Partner); and Teekay Holdings owns such membership interest free and clear of all Liens.