Common use of Preparation of Prospectus and Registration Statement Clause in Contracts

Preparation of Prospectus and Registration Statement. (i) To prepare the Prospectus in a form approved by the Representative and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus prior to the last Delivery Date except as permitted herein; (iii) to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representative with copies thereof; (iv) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Firm Units; (v) to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Units for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and (vi) in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal.

Preparation of Prospectus and Registration Statement. (i) To prepare Prior to the termination of the offering of the Securities, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to file the Representatives of such Prospectus timely filing. The Partnership will promptly advise the Representatives (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or), if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus when, prior to the last Delivery Date except as permitted herein; (iii) to advise the Representative, promptly after it receives notice thereof, termination of the time when offering of the Securities, any amendment to the Registration Statement has shall have been filed or becomes effective become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement or for any supplement to the Prospectus or for any amended Prospectus has been filed and to furnish the Representative with copies thereof; additional information, (iv) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Firm Units; (v) to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing notice objecting to its use or suspending the use institution or threatening of any Preliminary Prospectus or proceeding for that purpose and (v) of the Prospectus, receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units Securities for offering or sale in any jurisdiction, of jurisdiction or the initiation institution or threatening of any proceeding for such purpose. The Partnership will use its best efforts to prevent the issuance of any such purpose, stop order or the occurrence of any request by such suspension or objection to the Commission for the amending or supplementing use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the Prospectus or for additional information; and (vi) in the event withdrawal of the issuance of any such stop order or of any order preventing relief from such occurrence or suspending objection, including, if necessary, by filing an amendment to the use of any Preliminary Prospectus Registration Statement or the Prospectus or suspending any such qualification, to use promptly a new registration statement and using its reasonable best efforts to obtain its withdrawalhave such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment to the Registration Statement or supplement (iincluding any Preliminary Prospectus or the Prospectus) To prepare to the Base Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished the Underwriters a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriters reasonably object. The Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative Underwriters with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to file the Underwriters of such Prospectus timely filing. The Partnership will promptly advise the Underwriters (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) under or when any Rule 462(b) Registration Statement shall have been filed with the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus when, prior to the last Delivery Date except as permitted herein; (iii) to advise the Representative, promptly after it receives notice thereof, termination of the time when offering of the Units, any amendment to the Registration Statement has shall have been filed or becomes effective become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any amended Prospectus has been filed and to furnish the Representative with copies thereof; additional information, (iv) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Firm Units; (v) to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing notice objecting to its use or suspending the use institution or threatening of any Preliminary Prospectus or proceeding for that purpose and (v) of the Prospectus, receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offering or sale in any jurisdiction, of jurisdiction or the initiation institution or threatening of any proceeding for such purpose. The Partnership will use its best efforts to prevent the issuance of any such purpose, stop order or the occurrence of any request by such suspension or objection to the Commission for the amending or supplementing use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the Prospectus or for additional information; and (vi) in the event withdrawal of the issuance of any such stop order or of any order preventing relief from such occurrence or suspending objection, including, if necessary, by filing an amendment to the use of any Preliminary Prospectus Registration Statement or the Prospectus or suspending any such qualification, to use promptly a new registration statement and using its reasonable best efforts to obtain its withdrawalhave such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. (i) To prepare Prior to the termination of the offering of the Units, the Partnership will not file any amendment to the Registration Statement or supplement to the Prospectus unless the Partnership has furnished the Representatives a copy for its review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably objects. The Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to file the Representatives of such Prospectus timely filing. The Partnership will promptly advise the Representatives (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or), if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus when, prior to the last Delivery Date except as permitted herein; (iii) to advise the Representative, promptly after it receives notice thereof, termination of the time when offering of the Units, any amendment to the Registration Statement has shall have been filed or becomes effective become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement or for any supplement to the Prospectus or for any amended Prospectus has been filed and to furnish the Representative with copies thereof; additional information, (iv) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Firm Units; (v) to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing notice objecting to its use or suspending the use institution or threatening of any Preliminary Prospectus or proceeding for that purpose and (v) of the Prospectus, receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offering or sale in any jurisdiction, of jurisdiction or the initiation institution or threatening of any proceeding for such purpose. The Partnership will use its best efforts to prevent the issuance of any such purpose, stop order or the occurrence of any request by such suspension or objection to the Commission for the amending or supplementing use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the Prospectus or for additional information; and (vi) in the event withdrawal of the issuance of any such stop order or of any order preventing relief from such occurrence or suspending objection, including, if necessary, by filing an amendment to the use of any Preliminary Prospectus Registration Statement or the Prospectus or suspending any such qualification, to use promptly a new registration statement and using its reasonable best efforts to obtain its withdrawalhave such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership and the General Partner will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement and any amendment thereto unless the Partnership has furnished you and the Selling Unitholder a copy for review prior to filing and will not file any such proposed amendment or supplement to which you or the Selling Unitholder reasonably and timely object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Partnership and the General Partner will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filing. The Partnership will promptly advise the Underwriters (i) To prepare when the Prospectus in a form approved by Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Representative and to file such Prospectus Commission pursuant to Rule 424(b) under or when any Rule 462(b) Registration Statement shall have been filed with the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus when, prior to the last Delivery Date except as permitted herein; (iii) to advise the Representative, promptly after it receives notice thereof, termination of the time when offering of the Units, any amendment to the Registration Statement has shall have been filed or becomes effective become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final Prospectus or for any amended Prospectus has been filed and to furnish the Representative with copies thereof; additional information, (iv) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Firm Units; (v) to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any order preventing or suspending proceeding for that purpose and (v) of the use receipt by the Partnership of any Preliminary Prospectus or the Prospectus, of notification with respect to the suspension of the qualification of the Units for offering or sale in any jurisdiction, of jurisdiction or the initiation institution or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and (vi) in the event of the issuance of any stop order or of any order preventing or suspending the . The Partnership will use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain its withdrawalas soon as possible the withdrawal thereof.

Preparation of Prospectus and Registration Statement. (i) To prepare The Teekay Parties will use their best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to file the Representatives of such Prospectus timely filing. The Partnership will promptly advise the Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (2) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by or when any Rule 430A(a)(3462(b) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to shall have been filed with the Prospectus Commission, (3) when, prior to the last Delivery Date except as permitted herein; (iii) to advise the Representative, promptly after it receives notice thereof, termination of the time when offering of the Units, any amendment to the Registration Statement has shall have been filed or becomes effective become effective, (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any amended Prospectus has been filed and to furnish the Representative with copies thereof; additional information, (iv5) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Firm Units; (v) to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any order preventing or suspending proceeding for that purpose and (6) of the use receipt by the Partnership of any Preliminary Prospectus or the Prospectus, of notification with respect to the suspension of the qualification of the Units for offering or sale in any jurisdiction, of jurisdiction or the initiation institution or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and (vi) in the event of . The Partnership will use its best efforts to prevent the issuance of any such stop order or the suspension of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualificationqualification and, if issued, to use promptly its reasonable best efforts to obtain its withdrawalas soon as possible the withdrawal thereof.

Preparation of Prospectus and Registration Statement. (i) To prepare The Partnership will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to file the Representatives of such Prospectus timely filing. The Partnership will promptly advise the Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (2) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by or when any Rule 430A(a)(3462(b) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to shall have been filed with the Prospectus Commission, (3) when, prior to the last Delivery Date except as permitted herein; (iii) to advise the Representative, promptly after it receives notice thereof, termination of the time when offering of the Units, any amendment to the Registration Statement has shall have been filed or becomes effective become effective, (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any amended Prospectus has been filed and to furnish the Representative with copies thereof; additional information, (iv5) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Firm Units; (v) to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any order preventing or suspending proceeding for that purpose and (6) of the use receipt by the Partnership of any Preliminary Prospectus or the Prospectus, of notification with respect to the suspension of the qualification of the Units for offering or sale in any jurisdiction, of jurisdiction or the initiation institution or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and (vi) in the event of . The Partnership will use its best efforts to prevent the issuance of any such stop order or the suspension of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualificationqualification and, if issued, to use promptly its reasonable best efforts to obtain its withdrawalas soon as possible the withdrawal thereof.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement (iincluding the Final Prospectus or any Preliminary Prospectus) To prepare to the Base Prospectus unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Partnership will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to file the Representatives of such Prospectus timely filing. The Partnership will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or), if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus when, prior to the last Delivery Date except as permitted herein; (iii) to advise the Representative, promptly after it receives notice thereof, termination of the time when offering of the Units, any amendment to the Registration Statement has shall have been filed or becomes effective become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement or for any supplement to the Final Prospectus or for any amended Prospectus has been filed and to furnish the Representative with copies thereof; additional information, (iv) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Firm Units; (v) to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing notice objecting to its use or suspending the use institution or threatening of any Preliminary Prospectus or proceeding for that purpose and (v) of the Prospectus, receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offering or sale in any jurisdiction, of jurisdiction or the initiation institution or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and (vi) in the event of the issuance of any stop order or of any order preventing or suspending the . The Partnership will use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its withdrawalreasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. The Partnership will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement (i) To prepare including the Prospectus or any Preliminary Final Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to file the Representatives of such Prospectus timely filing. The Partnership will promptly advise the Representatives (1) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (2) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by or when any Rule 430A(a)(3462(b) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to shall have been filed with the Prospectus Commission, (3) when, prior to the last Delivery Date except as permitted herein; (iii) to advise the Representative, promptly after it receives notice thereof, termination of the time when offering of the Units, any amendment to the Registration Statement has shall have been filed or becomes effective become effective, (4) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any amended Prospectus has been filed and to furnish the Representative with copies thereof; additional information, (iv5) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Firm Units; (v) to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any order preventing or suspending proceeding for that purpose and (6) of the use receipt by the Partnership of any Preliminary Prospectus or the Prospectus, of notification with respect to the suspension of the qualification of the Units for offering or sale in any jurisdiction, of jurisdiction or the initiation institution or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and (vi) in the event of . The Partnership will use its best efforts to prevent the issuance of any such stop order or the suspension of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualificationqualification and, if issued, to use promptly its reasonable best efforts to obtain its withdrawalas soon as possible the withdrawal thereof.

Preparation of Prospectus and Registration Statement. (i) To prepare The Teekay Parties will use their best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by Citigroup Global Markets Inc. with the Representative Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to file Citigroup Global Markets Inc. of such Prospectus timely filing. The Partnership will promptly advise Citigroup Global Markets Inc. (i) when the Registration Statement, if not effective at the Execution Time, shall have become effective, (ii) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by or when any Rule 430A(a)(3462(b) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to shall have been filed with the Prospectus prior to the last Delivery Date except as permitted herein; Commission, (iii) when, prior to advise the Representative, promptly after it receives notice thereof, termination of the time when offering of the Units, any amendment to the Registration Statement has shall have been filed or becomes effective become effective, (iv) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any amended Prospectus has been filed and to furnish the Representative with copies thereof; (iv) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a)additional information, 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Firm Units; (v) to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any order preventing or suspending proceeding for that purpose and (vi) of the use receipt by the Partnership of any Preliminary Prospectus or the Prospectus, of notification with respect to the suspension of the qualification of the Units for offering or sale in any jurisdiction, of jurisdiction or the initiation institution or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and (vi) in the event of . The Partnership will use its best efforts to prevent the issuance of any such stop order or the suspension of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualificationqualification and, if issued, to use promptly its reasonable best efforts to obtain its withdrawalas soon as possible the withdrawal thereof.

Preparation of Prospectus and Registration Statement. (i) To prepare Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed (without reliance on Rule 424(b)(8)) and will provide evidence satisfactory to file the Representatives of such Prospectus timely filing. The Partnership will promptly advise the Representatives (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) under or when any Rule 462(b) Registration Statement shall have been filed with the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus when, prior to the last Delivery Date except as permitted herein; (iii) to advise the Representative, promptly after it receives notice thereof, termination of the time when offering of the Units, any amendment to the Registration Statement has shall have been filed or becomes effective become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any amended Prospectus has been filed and to furnish the Representative with copies thereof; additional information, (iv) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Firm Units; (v) to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing notice objecting to its use or suspending the use institution or threatening of any Preliminary Prospectus or proceeding for that purpose and (v) of the Prospectus, receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offering or sale in any jurisdiction, of jurisdiction or the initiation institution or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and (vi) in the event of the issuance of any stop order or of any order preventing or suspending the . The Partnership will use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its withdrawalreasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (iincluding any filing under Rule 462(b)) To prepare or any amendment, supplement or revision to any preliminary prospectus (including any prospectus included in the Registration Statement at the time it became effective) or to the Prospectus and will furnish the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide, upon request, evidence satisfactory to file the Representatives of such Prospectus timely filing. The Partnership will promptly advise the Representatives (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) under or when any Rule 462(b) Registration Statement shall have been filed with the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus when, prior to the last Delivery Date except as permitted herein; (iii) to advise the Representative, promptly after it receives notice thereof, termination of the time when offering of the Units, any amendment to the Registration Statement has shall have been filed or becomes effective become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any amended Prospectus has been filed and to furnish the Representative with copies thereof; additional information, (iv) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Firm Units; (v) to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing notice objecting to its use or suspending the use institution or threatening of any Preliminary Prospectus or proceeding for that purpose and (v) of the Prospectus, receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offering or sale in any jurisdiction, of jurisdiction or the initiation institution or threatening of any proceeding for such purpose. The Partnership will use its reasonable efforts to prevent the issuance of any such purpose, stop order or the occurrence of any request by such suspension or objection to the Commission for the amending or supplementing use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the Prospectus or for additional information; and (vi) in the event withdrawal of the issuance of any such stop order or of any order preventing relief from such occurrence or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawalobjection.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (iincluding any filing under Rule 462(b)) To prepare or any amendment, supplement or revision to any preliminary prospectus (including any prospectus included in the Registration Statement at the time it became effective) or to the Prospectus and will furnish the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide, upon request, evidence satisfactory to file the Representatives of such Prospectus timely filing. The Partnership will promptly advise the Representatives (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) under or when any Rule 462(b) Registration Statement shall have been filed with the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus when, prior to the last Delivery Date except as permitted herein; (iii) to advise the Representative, promptly after it receives notice thereof, termination of the time when offering of the Units, any amendment to the Registration Statement has shall have been filed or becomes effective become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any amended Prospectus has been filed and to furnish the Representative with copies thereof; additional information, (iv) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Firm Units; (v) to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the notice objecting to its use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Units for offering or sale in any jurisdiction, of the initiation institution or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and (vi) in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal.that purpose and