Ownership of the Sponsor Units and the Incentive Distribution Rights. DCP LP Holdings owns 16,034,899 Common Units and the General Partner owns 888,250 Common Units and 100% of the Incentive Distribution Rights; all of such Common Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the Delaware LP Act); such Common Units and Incentive Distribution Rights are owned, in each case, free and clear of all Liens (except restrictions on transferability and other Liens as described in the Disclosure Package or the Final Prospectus or those created by or arising under the Delaware LP Act) in respect of which a financing statement under the DE UCC naming either DCP LP Holdings or the General Partner as debtor is on file in the Filing Office as of the date set forth in the Search.
Ownership of the Sponsor Units and the Incentive Distribution Rights. The Selling Unitholder owns 13,666,107 Common Units and 4,743,750 Subordinated Units (collectively, the “Sponsor Units”) and the General Partner owns all the Incentive Distribution Rights (as defined in the Partnership Agreement). The Sponsor Units and the Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 17-303, 17-607 and 17-804 of the Delaware LP Act); and the Selling Unitholder owns the Sponsor Units and the General Partner owns the Incentive Distribution Rights, in each case free and clear of all Liens (except for restrictions on transferability as described in the Prospectus or the Partnership Agreement) other than, in the case of the Selling Unitholder’s ownership of the Sponsor Units, those arising under the EXH Credit Agreement.
Ownership of the Sponsor Units and the Incentive Distribution Rights. (A) as of the date of such opinion (prior to the issuance of the Units), Teekay Holdings owns of record the Sponsor Units and (B) as of the date of such opinion, the General Partner owns of record all of the Incentive Distribution Rights of the Partnership. The Sponsor Units and the Incentive Distribution Rights have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and 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 Partnership Agreement. To the knowledge of such counsel, the General Partner beneficially owns the Incentive Distribution Rights free and clear of all pledges, liens, encumbrances, security interests or other claims, except (i) pledges, liens, encumbrances, security interests or other claims as described in, referred to (including by incorporation by reference) or disclosed in the Registration Statement, the Disclosure Package or the Prospectus, and (ii) restrictions on transferability contained in the Partnership Agreement or under applicable securities laws, as applicable.
Ownership of the Sponsor Units and the Incentive Distribution Rights. Teekay Holdings owns the Sponsor Units and the General Partner owns all of the Incentive Distribution Rights; all of such Sponsor Units, the Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable; and to counsel’s knowledge, Teekay Holdings owns the Sponsor Units and the General Partner owns the Incentive Distribution Rights, in each case free and clear of all Liens (except, with respect to the Incentive Distribution Rights, restrictions on transferability as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable law).
Ownership of the Sponsor Units and the Incentive Distribution Rights. Höegh LNG owns (i) 2,116,060 Common Units and 13,156,060 subordinated units representing limited partner interests (“Subordinated Units”) (all such Common Units and Subordinated Units being collectively referred to herein as “Sponsor Units”), and (ii) 100% of the Incentive Distribution Rights (as such term is defined in the Second Amended and Restated Agreement of Limited Partnership of Höegh LNG Partners LP, dated October 5, 2017 (the “Partnership Agreement”)). All of the Sponsor Units and the Incentive Distribution Rights, and the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 30, 41, 51 and 60 of the Republic of the Mxxxxxxx Islands Limited Partnership Act (the “Mxxxxxxx Islands LP Act”) and except as may otherwise be provided in the Partnership Agreement); and Höegh LNG owns the Sponsor Units and the Incentive Distribution Rights free and clear of all Liens, except for restrictions on transferability contained in the Partnership Agreement.
Ownership of the Sponsor Units and the Incentive Distribution Rights. The General Partner owns 1,887,618 Common Units and 100% of the Incentive Distribution Rights; all of such Common Units and the limited partner interests represented thereby and such Incentive Distribution Rights have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); such Common Units and Incentive Distribution Rights are owned, in each case, free and clear of all Liens in respect of which a financing statement under the DE UCC naming the General Partner as debtor is on file in the Filing Office as of the date set forth in the Search.
Ownership of the Sponsor Units and the Incentive Distribution Rights. (A) Teekay Holdings owns of record the Sponsor Units and (B) the General Partner owns all of the Incentive Distribution Rights of the Partnership. Such common units and the Incentive Distribution Rights have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section 41 of the Xxxxxxxx Islands Limited Partnership Act and subject to the provisions of the Partnership Agreement). To the knowledge of such counsel, Teekay Holdings beneficially owns such common units and the General Partner beneficially owns the Incentive Distribution Rights, in each case free and clear of all pledges, liens, encumbrances, security interests or other claims, except (A) as otherwise described in, referred to or disclosed in the Registration Statement, the Disclosure Package or the Prospectus, (B) with respect to the Sponsor Units, any liens pursuant to credit agreements, security agreements or financing documents described in, referred to or disclosed in the Registration Statement, the Disclosure Package or the Prospectus, and (C) restrictions on transferability contained in the Partnership Agreement or under applicable securities laws, as applicable.
Ownership of the Sponsor Units and the Incentive Distribution Rights. Assuming no purchase by the Underwriters of Option Units on the First Delivery Date, at the First Delivery Date, after giving effect to the Transactions, DCP LP Holdings will own 1,357,143 Common Units and 7,142,857 Subordinated Units (collectively, the “Sponsor Units”), and the General Partner will own 100% of the Incentive Distribution Rights. All of such Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby will be duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in the Prospectus under the caption “The Partnership Agreement—Limited Liability”); and DCP LP Holdings will own such Sponsor Units, and the General Partner will own such Incentive Distribution Rights, free and clear of all Liens except restrictions on transferability described in the Prospectus or contained in the Partnership Agreement.
Ownership of the Sponsor Units and the Incentive Distribution Rights. The Sponsor Units, the Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Section 17-607 of the Delaware LP Act and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement—Limited Liability”); and DCP LP Holdings owns 1,357,143 Common Units and 7,142,857 Subordinated Units and the General Partner owns 100% of the Incentive Distribution Rights, in each case, free and clear of all Liens (except restrictions on transferability as described in the Prospectus, (i) in respect of which a financing statement under the Uniform Commercial Code of the state of organization of DCP LP Holdings or the General Partner naming any of them as debtor is on file as of a recent date in the applicable office of the respective states of their organization, or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or contained in the Partnership Agreement.
Ownership of the Sponsor Units and the Incentive Distribution Rights. Assuming no purchase by the Underwriters of Option Units on the First Delivery Date, at the First Delivery Date, after giving effect to the Transactions, Global Petroleum will own 226,736 Common Units and 1,723,196 Subordinated Units, Xxxxx Holdings will own 74,242 Common Units and 564,242 Subordinated Units, Xxxxx Holdings II will own 37,121 Common Units and 282,121 Subordinated Units, Montello Oil will own 308,551 Common Units and 2,344,991 Subordinated Units, Sandwich Terminal will own 1,114 Common Units and 8,464 Subordinated Units and Chelsea Terminal will own 94,659 Common Units and 719,409 Subordinated Units (collectively, the "Sponsor Units"), and the General Partner will own 100% of the Incentive Distribution Rights. All of such Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby will be duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by matters described in the Prospectus under the caption "The Partnership Agreement—Limited Liability"); and Global Petroleum, Xxxxx Holdings, Xxxxx Holdings II, Montello Oil, Sandwich Terminal, Chelsea Terminal and the General Partner will own such Sponsor Units and such Incentive Distribution Rights, in each case, free and clear of all liens, encumbrances, security interests, equities, charges and other claims except restrictions on transferability described in the Prospectus or the General Partner Operating Agreement (as defined below).
