Ownership of the Operating Company. The Partnership owns a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company, as amended or restated on or prior to the date hereof (the “Operating Company 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 Operating Company LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 51 of the Xxxxxxxx Islands Limited Liability Company Act); and the Partnership owns such membership interest free and clear of all Liens.
Appears in 3 contracts
Samples: Underwriting Agreement (Teekay LNG Partners L.P.), Underwriting Agreement (Teekay LNG Partners L.P.), Underwriting Agreement (Teekay LNG Partners L.P.)
Ownership of the Operating Company. The Partnership owns a 100% membership interest in the Operating Company; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company, as amended or restated on or prior to the date hereof (the “Operating Company 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 Operating Company LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 51 Sections 5, 20, 31, 40 and 49 of the Xxxxxxxx Islands Limited Liability Company ActAct of 1996); and the Partnership owns such membership interest free and clear of all Liens.
Appears in 3 contracts
Samples: Underwriting Agreement (Teekay LNG Partners L.P.), Terms Agreement (Teekay LNG Partners L.P.), Underwriting Agreement (Teekay LNG Partners L.P.)
