Investment Company; PFIC. For a period of four years after the Closing Date or, if later, the Closing Date for the Option Units, the Partnership will use its commercially reasonable efforts to avoid any Teekay Entity, or any subsidiary thereof, from becoming (i) an “investment company” as defined in the 1940 Act, or (ii) a PFIC with respect to any U.S. unitholder.
Investment Company; PFIC. For a period of four years after any Settlement Date, the Company will use its commercially reasonable efforts to ensure that no Teekay Entity, nor any subsidiary thereof, shall become required to register as an “investment company” under the 1940 Act. For a period of three years after any Settlement Date, the Company will use its commercially reasonable efforts to ensure that no Teekay Entity, nor any subsidiary thereof, shall become a PFIC that would require action on the part of a shareholder or unitholder to make an election to treat the PFIC as a “qualified electing fund” with respect to such shareholder or unitholder.
Investment Company; PFIC. For a period of four years after any Settlement Date, the Partnership will use its commercially reasonable efforts to ensure that no Partnership Entity, nor any subsidiary thereof, shall become required to register as an “investment company” under the 1940 Act. For a period of three years after any Settlement Date, the Partnership will use its commercially reasonable efforts to ensure that no Partnership Entity, nor any subsidiary thereof, shall become a PFIC that would require action on the part of a shareholder or unitholder to make an election to treat the PFIC as a “qualified electing fund” with respect to such shareholder or unitholder.
Investment Company; PFIC. For a period of five years after the Closing Date or, if later, the Option Closing Date, the Partnership will use its best reasonable efforts to ensure that (i) no Partnership Entity, nor any subsidiary thereof, shall become an "investment company" as defined in the 1940 Act, and (2) the Partnership shall not become a PFIC.
Investment Company; PFIC. For a period of five years after any Closing Date, the Partnership will use its best reasonable efforts to ensure that no Teekay Entity, nor any subsidiary thereof, shall become an “investment company” as defined in the 1940 Act. For a period of three years after any Closing Date, the Partnership will use its best reasonable efforts to ensure that no Teekay Entity, nor any subsidiary thereof, shall become a PFIC that would require action on the part of a unitholder to make an election to treat the PFIC as a “qualified electing fund” with respect to such unitholder.
Investment Company; PFIC. For a period of four years after any Settlement Date, the Company will use its commercially reasonable efforts to ensure that no subsidiary of the Company shall become required to register as an “investment company” under the 1940 Act. For a period of three years after any Settlement Date, the Company will use its commercially reasonable efforts to ensure that no subsidiary of the Company shall become a PFIC that would require action on the part of a shareholder to make an election to treat the PFIC as a “qualified electing fund” with respect to such shareholder.
Investment Company; PFIC. For a period of five years after the Closing Date or, if later, the Closing Date for the Option Units, the Partnership will use its best reasonable efforts to ensure that no Teekay Entity, nor any subsidiary thereof, shall become an “investment company” as defined in the 1940 Act. For a period of three years after the Closing Date or, if later, the Closing Date for the Option Units, the Partnership will use its best reasonable efforts to ensure that no Teekay Entity, nor any subsidiary thereof, shall become a PFIC that would require action on the part of a unitholder to make an election to treat the PFIC as a “qualified electing fund” with respect to such unitholder.
Investment Company; PFIC. For a period of five years after the Closing Date or, if later, the Closing Date for the Option Units, the Partnership will use its best reasonable efforts to ensure that no Teekay Entity, nor any subsidiary thereof, shall become (i) an “investment company” as defined in the 1940 Act or (ii) a PFIC that would require action on the part of a unitholder to make an election to treat the PFIC as a “qualified electing fund” with respect to such unitholder. The Partnership shall either (i) prior to the initial Closing Date, cause Arctic Spirit L.L.C. to become a subsidiary of Teekay LNG Holdings L.P. or (ii) after the final Closing Date but prior to January 1, 2010, cause Arctic Spirit L.L.C. to issue cash or in-kind distributions to the Partnership in an amount not less than $11,250,000. Further, the Partnership shall either (i) prior to the initial Closing Date, cause Polar Spirit L.L.C. to become a subsidiary of Teekay LNG Holdings L.P. or (ii) after the final Closing Date but prior to January 1, 2010, cause Polar Spirit L.L.C. to issue cash or in-kind distributions to the Partnership in an amount not less than $11,250,000.
Investment Company; PFIC. For a period of five years after the latest Date of Delivery, the Partnership will use its reasonable best efforts to ensure that (i) no Partnership Entity, nor any subsidiary thereof, shall become an “investment company” as defined in the 1940 Act, and (ii) the Partnership shall not become a PFIC.
Investment Company; PFIC. For a period of five years after the Closing Date or, if later, the Closing Date for the Option Units, the Partnership will use its best reasonable efforts to ensure that no Teekay Entity, nor any subsidiary thereof, shall become (i) an “investment company” as defined in the 1940 Act or (ii) a PFIC that would require action on the part of a unitholder to make an election to treat the PFIC as a “qualified electing fund” with respect to such unitholder, other than with regard to the Tangguh LNG carriers, as described in the Pricing Disclosure Package and the Prospectus.
