Common use of Negative Assurance Clause in Contracts

Negative Assurance. Although we have not independently verified, are not passing on, and are not assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus under the captions "Business -- Regulation -- International Maritime Organization (or IMO)," "Business-Regulation-Environmental Regulations -- The United States Oil Pollution Act of 1990 (or OPA 90)," "Business -- Regulation -- Environmental Regulations -- Other Environmental Initiatives," "Business -- Taxation of the Partnership -- Xxxxxxxx Islands Taxation," "Conflicts of Interest and Fiduciary Duties," "The Partnership Agreement-Limited Liability" and "Service of Process and Enforcement of Civil Liabilities" (except to the extent specified in the foregoing opinion), no facts have come to such counsel's attention that lead such counsel to believe that the above-referenced sections of the Registration Statement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the above-referenced sections of the Prospectus, as of its issue date and the Closing Date, contains or contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Negative Assurance. Although we have not independently verified, are not passing on, and are not assuming any responsibility for the accuracy, completeness or fairness of the statements contained (A) in the Registration Statement and the Prospectus under the captions "“Non-United States Tax Consequences — Xxxxxxxx Islands Tax Consequences” and “Service of Process and Enforcement of Civil Liabilities,” (B) in the Form 20-F under the captions “Item 4. Information on the Partnership — B. Business -- Overview – Regulations — Regulation -- — International Maritime Organization (or IMO)," "Business-Regulation-” “Item 4. Information on the Partnership — B. Business Overview – Regulations — Environmental Regulations -- — The United States Oil Pollution Act of 1990 (or OPA 90)Regulations," "” “Item 4. Information on the Partnership- B. Business -- Overview – Regulations — Environmental Regulation -- Environmental Regulations -- — Other Environmental Initiatives," "Business -- ” and “Item 4. Information on the Partnership — E. Taxation of the Partnership -- — Xxxxxxxx Islands Taxation," "Conflicts of Interest ” and Fiduciary Duties," "The (C) in the Form 8-A/A under the captions “Our Partnership Agreement-Limited Liability" and "Service of Process and Enforcement of Civil Liabilities" ” (in each case except to the extent specified in the foregoing opinion), no facts have come to such counsel's ’s attention that lead such counsel to believe that the above-referenced sections of the Registration StatementStatement and the Form 20-F, as of its effective datethe Effective Date of the Registration Statement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the above-referenced sections of the ProspectusForm 20-F or Form 8-A/A, as of its issue date and the Closing Date, contained or contains or contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Negative Assurance. Although we have not independently verified, are not passing on, and are not assuming any responsibility for the accuracy, completeness or fairness of the statements contained (A) in the Registration Statement and the Prospectus under the captions "“Non-United States Tax Considerations — Xxxxxxxx Islands Tax Considerations” and “Service of Process and Enforcement of Civil Liabilities,” (B) in the Form 20-F under the captions “Item 4. Information on the Partnership — B. Business -- Overview — Regulations — Regulation -- — International Maritime Organization (or IMO)," "Business-Regulation-” “Item 4. Information on the Partnership — B. Business Overview — Regulations — Environmental Regulations -- — The United States Oil Pollution Act of 1990 (or OPA 90)Regulations," "” “Item 4. Information on the Partnership — B. Business -- Overview — Regulations — Environmental Regulation -- Environmental Regulations -- — Other Environmental Initiatives," "Business -- ” “Item 4. Information on the Partnership — E. Taxation of the Partnership -- — Xxxxxxxx Islands Taxation," "Conflicts of Interest ” and Fiduciary Duties," "The “Item 10. Additional Information — Xxxxxxxx Islands Tax Consequences”, and (C) in the Form 8-A/A under the captions “Our Partnership Agreement-Limited Liability" and "Service of Process and Enforcement of Civil Liabilities" ” (in each case except to the extent specified in the foregoing opinion), no facts have come to such counsel's ’s attention that lead such counsel to believe that the above-referenced sections of the Registration Statement, the Form 20-F and the Form 8-A/A, as of its effective datethe Effective Date of the Registration Statement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the above-referenced sections of the ProspectusRegistration Statement, Form 20-F or Form 8-A/A, as of its issue date the Applicable Time and as of the Closing Date, contained or contains or contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Negative Assurance. Although we have not independently verified, are not passing on, on and are not assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement Statement, the Disclosure Package and the Prospectus under the captions "Business -- Regulation -- International Maritime Organization (or IMO)," "“Business-Regulation-Environmental Regulations -- The United States Oil Pollution Act of 1990 (or OPA 90)Regulation- International Maritime Organization," "Business -- Regulation -- ” “Business-Regulation- Environmental Regulations -- Regulations-U.S. Requirements,” “Business-Regulation- Environmental Regulation- Other Environmental Initiatives," "Business -- ” “Business- Regulation-Vessel Security Regulation,” “Business-Taxation of the Partnership -- Xxxxxxxx Company-Mxxxxxxx Islands Taxation," "Conflicts ” “Comparison of Interest Mxxxxxxx Islands Corporate Law to Delaware Corporate Law,” “Non-U.S. Tax Consequences” and Fiduciary Duties," "The Partnership Agreement-Limited Liability" and "“Service of Process and Enforcement of Civil Liabilities" ” (except to the extent specified in the foregoing opinion), no facts have come to such counsel's ’s attention that lead such counsel to believe that the above-referenced sections of the Registration Statement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, that the above-referenced sections of the Prospectus, as of its issue date and the Closing Date, contains or contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that the above-referenced sections of the Disclosure Package, as of the Execution Time, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Negative Assurance. Although we have not independently verified, are not passing on, and are not assuming any responsibility for the accuracy, completeness or fairness of the statements contained (A) in the Registration Statement and the Prospectus under the captions "Business -- “Non-United States Tax Consequences — Mxxxxxxx Islands Tax Consequences” and “Service of Process and Enforcement of Civil Liabilities,” (B) in the Form 20-F under the captions “Item 4. Information on the Partnership — C. Regulations — Regulation -- — International Maritime Organization (or IMO)," "Business-Regulation-” “Item 4. Information on the Partnership — C. Regulations - Environmental Regulations -- — The United States Oil Pollution Act of 1990 (or OPA 90)," "Business -- Regulation -- ” “Item 4. Information on the Partnership- C. Regulations — Environmental Regulations -- - Environmental Regulation — Other Environmental Initiatives," "Business -- ” and “Item 4. Information on the Partnership — D. Taxation of the Partnership -- Xxxxxxxx — Mxxxxxxx Islands Taxation," "Conflicts of Interest ” and Fiduciary Duties," "The (C) in the Form 8-A/A under the captions “Our Partnership Agreement-Limited Liability" and "Service of Process and Enforcement of Civil Liabilities" ” (in each case except to the extent specified in the foregoing opinion), no facts have come to such counsel's ’s attention that lead such counsel to believe that the above-referenced sections of the Registration Statement, as of its effective dateEffective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the above-referenced sections of the ProspectusForm 20-F or Form 8-A/A, as of its issue date and the Closing Date, contains or contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Negative Assurance. Although we have not independently verified, are not passing on, and are not assuming any responsibility for the accuracy, completeness or fairness of the statements contained (A) in the Registration Statement and the Prospectus under the captions "Business -- “Non-United States Tax Considerations — Xxxxxxxx Islands Tax Considerations” and “Service of Process and Enforcement of Civil Liabilities,” (B) in the 20-F under the caption “Item 4 — Information on the Partnership — C. Regulations — Regulation -- - International Maritime Organization (or IMO)," "Business” and “Item 4. Information on the Partnership — D. Taxation of the Partnership — Xxxxxxxx Islands Taxation,” (C) in the Partnership’s Form 6-RegulationK filed with the Commission on November 16, 2009 (the “Form 6-K”) under the caption “Item 1 — Information Contained in this Form 6-K Report — Regulations — Environmental Regulations -- — The United States Oil Pollution Act of 1990 (or OPA 90)," "Business -- Regulation -- Environmental Regulations” and “Item 1 — Information Contained in this Form 6-K Report — Regulations -- — Other Environmental Initiatives," "Business -- Taxation of ” and (D) in the Partnership -- Xxxxxxxx Islands Taxation," "Conflicts of Interest and Fiduciary Duties," "The Form 8-A/A under the captions “Our Partnership Agreement-Limited Liability" and "Service of Process and Enforcement of Civil Liabilities" ” (in each case except to the extent specified in the foregoing opinion), no facts have come to such counsel's ’s attention that lead such counsel to believe that the above-referenced sections of the Registration Statement, as of its effective dateEffective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the above-referenced sections of the ProspectusForm 20-F or Form 8-A/A, as of its issue date the Applicable Time and as of the Closing Date, contains or contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Negative Assurance. Although we have not independently verified, are not passing on, and are not assuming any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement Statement, the Disclosure Package and the Prospectus under the captions "Business -- Regulation -- Business--Regulation--International Maritime Organization (or IMO)," "Business-Regulation-Environmental Regulations -- Regulations--The United States Oil Pollution Act of 1990 (or OPA 90)," "Business -- Regulation -- Business--Regulation--Environmental Regulations -- Regulations--Other Environmental Initiatives," "Business -- Business--Taxation of the Partnership -- Partnership--Xxxxxxxx Islands Taxation," "Conflicts of Interest and Fiduciary Duties," "The Partnership Agreement-Limited Liability" and "Service of Process and Enforcement of Civil Liabilities," (except to the extent specified in the foregoing opinion), no facts have come to such counsel's attention that lead such counsel to believe that the above-referenced sections of the Registration Statement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, that the above-referenced sections of the Prospectus, as of its issue date and the Closing Date, contains or contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that the above-referenced sections of the Disclosure Package, as of the Execution Time, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Negative Assurance. Although we have not independently verified, are not passing on, and are not assuming any responsibility for the accuracy, completeness or fairness of the statements contained (A) in the Registration Statement and the Prospectus under the captions "Business -- “Non-United States Tax Consequences — Mxxxxxxx Islands Tax Consequences” and “Service of Process and Enforcement of Civil Liabilities,” (B) in the Form 20-F under the captions “Item 4. Information on the Partnership — C. Regulations — Regulation -- — International Maritime Organization (or IMO)," "Business-Regulation-” “Item 4. Information on the Partnership — C. Regulations — Environmental Regulations -- — The United States Oil Pollution Act of 1990 (or OPA 90)Regulations," "Business -- ” “Item 4. Information on the Partnership- C. Regulations - Environmental Regulation -- Environmental Regulations -- — Other Environmental Initiatives," "Business -- ” and “Item 4. Information on the Partnership — D. Taxation of the Partnership -- Xxxxxxxx — Mxxxxxxx Islands Taxation," "Conflicts of Interest ” and Fiduciary Duties," "The (C) in the Form 8-A/A under the captions “Our Partnership Agreement-Limited Liability" and "Service of Process and Enforcement of Civil Liabilities" ” (in each case except to the extent specified in the foregoing opinion), no facts have come to such counsel's ’s attention that lead such counsel to believe that the above-referenced sections of the Registration Statement, as of its effective dateEffective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the above-referenced sections of the ProspectusForm 20-F or Form 8-A/A, as of its issue date and the Closing Date, contains or contained an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.