Common use of Ownership of the Operating Company Clause in Contracts

Ownership of the Operating Company. (A) The Partnership owns of record a 99.09% limited partner interest in the Operating Company; and (B) OLP GP owns of record a 0.91% general partner interest in the Operating Company. All such partner interests have been duly authorized and validly issued in accordance with the limited partnership agreement of the Operating Company and are fully paid (to the extent required under the limited partnership agreement of the Operating Company) and, with respect to the limited partner interests, nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Xxxxxxxx Islands Limited Partnership Act and except as may otherwise be provided in the limited partnership agreement of the Operating Company). To the knowledge of such counsel, the Partnership and OLP GP each beneficially owns its respective partner interests in the Operating Company free and clear of all pledges, liens, encumbrances, security interests or other claims, except for Claim Exceptions.

Appears in 5 contracts

Samples: Underwriting Agreement (Teekay Offshore Partners L.P.), Underwriting Agreement (Teekay Offshore Partners L.P.), Underwriting Agreement (Teekay Offshore Partners L.P.)

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Ownership of the Operating Company. (A) The Partnership owns of record a 99.0950.99% limited partner interest in the Operating Company; and (B) the OLP GP owns of record a 0.910.01% general partner interest in the Operating Company; and (C) Teekay Holdings owns of record a 49.0% limited partner interest in the Operating Company. All such partner interests have been duly authorized and validly issued in accordance with the limited partnership agreement of the Operating Company and are fully paid (to the extent required under the limited partnership agreement of the Operating Company) and, with respect to the limited partner interests, nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 Section 41 of the Xxxxxxxx Islands Limited Partnership Act and except as may otherwise be provided in subject to the limited provisions of the partnership agreement of the Operating Company). To the knowledge of such counsel, the Partnership and Partnership, the OLP GP and Teekay Holdings each beneficially owns its respective partner interests in the Operating Company free and clear of all pledges, liens, encumbrances, security interests or other claims, except for the Claim Exceptions.

Appears in 3 contracts

Samples: Teekay Offshore Partners L.P., Teekay Offshore Partners L.P., Teekay Offshore Partners L.P.

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Ownership of the Operating Company. (A) The Partnership owns of record a 99.0999.99% limited partner interest in the Operating Company; and (B) OLP GP owns of record a 0.910.01% general partner interest in the Operating Company. All such partner interests have been duly authorized and validly issued in accordance with the limited partnership agreement of the Operating Company and are fully paid (to the extent required under the limited partnership agreement of the Operating Company) and, with respect to the limited partner interests, nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Xxxxxxxx Islands Limited Partnership Act and except as may otherwise be provided in the limited partnership agreement of the Operating Company). To the knowledge of such counsel, the Partnership and OLP GP each beneficially owns its respective partner interests in the Operating Company free and clear of all pledges, liens, encumbrances, security interests or other claims, except for Claim Exceptions.

Appears in 1 contract

Samples: Teekay Offshore Partners L.P.

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