Common use of Ownership of the Operating Company Clause in Contracts

Ownership of the Operating Company. (1) The Partnership directly owns a 50.99% limited partner interest in the Operating Company, (2) Teekay Holdings directly owns a 49% limited partner interest in the Operating Company and (3) OLP GP directly owns a 0.01% general partner interest in the Operating Company; such partner interests have been duly authorized and validly issued in accordance with the partnership agreement of the Operating Company, as the same amended on or prior to the date hereof (the “Operating Company Partnership Agreement”), and are fully paid (to the extent required under the Operating Company Partnership Agreement) and, with respect to the limited partner interests, are nonassessable (except as such nonassessability may be affected by Section 41 of the Xxxxxxxx Islands Limited Partnership Act); and the Partnership, Teekay Holdings and OLP GP own such partner interests free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Disclosure Package and the Prospectus.

Ownership of the Operating Company. (1) The Partnership directly owns a 50.99% limited partner interest in the Operating Company, (2) Teekay Offshore Holdings directly owns a 4999.09% limited partner interest in the Operating Company and (32) OLP GP directly owns a 0.010.91% general partner interest in the Operating Company; such partner interests have been duly authorized and validly issued in accordance with the partnership agreement of the Operating Company, as the same amended on or prior to the date hereof (the “Operating Company Partnership Agreement”)) without violation of any preemptive right, resale right, right of first refusal or similar right, and are fully paid (to the extent required under the Operating Company Partnership Agreement) and, with respect to the limited partner interests, are nonassessable (except as such nonassessability may be affected by Section 41 Sections 30, 41, 51 and 60 of the Xxxxxxxx Islands Limited Partnership Act); and the Partnership, Teekay Offshore Holdings and OLP GP own such partner interests free and clear of all Liens except for Liens pursuant to the credit agreements and related security agreements disclosed or referred to in the Disclosure Package and the Prospectus.

Ownership of the Operating Company. (1) The Partnership directly owns a 50.99% limited partner interest in the Operating Company, (2) Teekay Holdings directly owns a 49% limited partner interest in the Operating Company and (3) OLP GP directly owns a 0.01% general partner interest in the Operating Company; such partner interests have been duly authorized and validly issued in accordance with the partnership agreement of the Operating Company, as the same amended on or prior to the date hereof (the “Operating Company Partnership Agreement”), and are fully paid (to the extent required under the Operating Company Partnership Agreement) and, with respect to the limited partner interests, are nonassessable (except as such nonassessability may be affected by Section 41 of the Xxxxxxxx Islands Limited Partnership Act); and the Partnership, Teekay Holdings and OLP GP own such partner interests free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Pricing Disclosure Package and the Prospectus.