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 (A) in the Registration Statement under the captions “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),” and “Item 4. Information on the Partnership — D. Taxation of the Partnership — Xxxxxxxx Islands Taxation,” (C) in the Partnership’s Form 6-K 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 Regulations” and “Item 1 — Information Contained in this Form 6-K Report — Regulations — Other Environmental Initiatives,” and (D) in the Form 8-A/A under the captions “Our Partnership Agreement” (in each case 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 Form 20-F or Form 8-A/A, as of the Applicable Time and as of the Closing Date, 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 (A) in the Registration Statement under the captions “Non-United States Tax Considerations Consequences — Xxxxxxxx Islands Tax ConsiderationsConsequences” and “Service of Process and Enforcement of Civil Liabilities,” (B) in the Form 20-F under the caption captions “Item 4 — 4. Information on the Partnership — C. B. Business Overview – Regulations — Regulation - — International Maritime Organization (or IMO),” “Item 4. Information on the Partnership — B. Business Overview – Regulations — Environmental Regulations — The United States Regulations,” “Item 4. Information on the Partnership- B. Business Overview – Regulations — Environmental Regulation — Other Environmental Initiatives” and “Item 4. Information on the Partnership — D. E. Taxation of the Partnership — Xxxxxxxx Islands Taxation,” (C) in the Partnership’s Form 6-K 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 Regulations” and “Item 1 — Information Contained in this Form 6-K Report — Regulations — Other Environmental Initiatives,” and (DC) in the Form 8-A/A under the captions “Our Partnership Agreement” (in each case 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 StatementStatement and the Form 20-F, as of its the Effective DateDate 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 Form 20-F or Form 8-A/A, as of the Applicable Time and as of the Closing Date, contained or contains 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 such counsel has not independently verified, are is not passing on, on and are is not assuming any responsibility for the accuracy, completeness or fairness of the statements (A) in the Company’s Annual Report for the year ended December 31, 2010 on Form 20-F, as amended, and incorporated by reference into the Registration Statement, the Disclosure Package and the Final Prospectus under the captions “Information on the Company–Taxation of the Company–Xxxxxxxx Islands Taxation”, “Additional Information–Non-United States Tax Considerations–Xxxxxxxx Islands Tax Consequences”, and the statements in the Registration Statement Statement, Disclosure Package and the Final 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 20-F under the caption “Item 4 — Information on the Partnership — C. Regulations — Regulation - International Maritime Organization (or IMO),” and “Item 4. Information on the Partnership — D. Taxation of the Partnership — Xxxxxxxx Islands Taxation,” (C) in the Partnership’s Form 6-K 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 Regulations” and “Item 1 — Information Contained in this Form 6-K Report — Regulations — Other Environmental Initiatives,” and (D) in the Form 8-A/A under the captions “Our Partnership Agreement” (in each case 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 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 misleading, that the above-referenced sections of the Form 20-F or Form 8-A/AFinal Prospectus, as of the Applicable Time its issue date 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 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, on and are not assuming any responsibility for the accuracy, completeness or fairness of the statements (A) contained in the Registration Statement Statement, the Disclosure Package and the Prospectus under the captions “Business-Regulation-Environmental Regulation- International Maritime Organization,” “Business-Regulation- Environmental Regulations-U.S. Requirements,” “Business-Regulation- Environmental Regulation- Other Environmental Initiatives,” “Business- Regulation-Vessel Security Regulation,” “Business-Taxation of the Company-Mxxxxxxx Islands Taxation,” “Comparison of Mxxxxxxx Islands Corporate Law to Delaware Corporate Law,” “Non-United States U.S. Tax Considerations — Xxxxxxxx Islands Tax ConsiderationsConsequences” 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),” and “Item 4. Information on the Partnership — D. Taxation of the Partnership — Xxxxxxxx Islands Taxation,” (C) in the Partnership’s Form 6-K 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 Regulations” and “Item 1 — Information Contained in this Form 6-K Report — Regulations — Other Environmental Initiatives,” and (D) in the Form 8-A/A under the captions “Our Partnership Agreement” (in each case 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 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 misleading, that the above-referenced sections of the Form 20-F or Form 8-A/AProspectus, as of the Applicable Time its issue date 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 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 (A) in the Registration Statement under the captions “Non-United States Tax Considerations Consequences — Xxxxxxxx Mxxxxxxx Islands Tax ConsiderationsConsequences” and “Service of Process and Enforcement of Civil Liabilities,” (B) in the Form 20-F under the caption captions “Item 4 — 4. Information on the Partnership — C. Regulations — Regulation - — International Maritime Organization (or IMO),” “Item 4. Information on the Partnership — C. Regulations — Environmental Regulations — The United States Regulations,” “Item 4. Information on the Partnership- C. Regulations - Environmental Regulation — Other Environmental Initiatives” and “Item 4. Information on the Partnership — D. Taxation of the Partnership — Xxxxxxxx Mxxxxxxx Islands Taxation,” (C) in the Partnership’s Form 6-K 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 Regulations” and “Item 1 — Information Contained in this Form 6-K Report — Regulations — Other Environmental Initiatives,” and (DC) in the Form 8-A/A under the captions “Our Partnership Agreement” (in each case 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 Form 20-F or Form 8-A/A, as of the Applicable Time and as of the Closing Date, 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 (A) in the Registration Statement under the captions “Non-United States Tax Considerations Consequences — Xxxxxxxx Mxxxxxxx Islands Tax ConsiderationsConsequences” and “Service of Process and Enforcement of Civil Liabilities,” (B) in the Form 20-F under the caption captions “Item 4 — 4. Information on the Partnership — C. Regulations — Regulation - — International Maritime Organization (or IMO),” “Item 4. Information on the Partnership — C. Regulations - Environmental Regulations — The United States Oil Pollution Act of 1990 (or OPA 90),” “Item 4. Information on the Partnership- C. Regulations — Environmental Regulations - Environmental Regulation — Other Environmental Initiatives” and “Item 4. Information on the Partnership — D. Taxation of the Partnership — Xxxxxxxx Mxxxxxxx Islands Taxation,” (C) in the Partnership’s Form 6-K 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 Regulations” and “Item 1 — Information Contained in this Form 6-K Report — Regulations — Other Environmental Initiatives,” and (DC) in the Form 8-A/A under the captions “Our Partnership Agreement” (in each case 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 Form 20-F or Form 8-A/A, as of the Applicable Time and as of the Closing Date, 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 (A) in the Registration Statement under the captions “Non-United States Tax Considerations Consequences — Xxxxxxxx Islands Tax ConsiderationsConsequences” and “Service of Process and Enforcement of Civil Liabilities,” (B) in the 20Partnership’s Form 6-F K filed with the Commission on March 29, 2008 (the “Form 6-K”) under the caption “Item 4 1 – Information Contained in this Form 6-K Report — Information on the Partnership — C. Regulations — Regulation - — International Maritime Organization (or IMO),” “Item 1 – Information Contained in this Form 6-K Report — Regulations — Environmental Regulations — The United States Regulations,” and “Item 1 – Information Contained in this Form 6-K Report — Environmental Regulation — Other Environmental Initiatives,” and (C) in the Form 20-F/A under the captions and “Item 4. Information on the Partnership — D. Taxation of the Partnership — Xxxxxxxx Islands Taxation,” (C) in the Partnership’s Form 6-K 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 Regulations” and “Item 1 — Information Contained in this Form 6-K Report — Regulations — Other Environmental Initiatives,” and (D) in the Form 8-A/A under the captions “Our Partnership Agreement” (in each case 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 Form 20-F F/A or Form 8-A/A, as of the Applicable Time and as of the Closing Date, 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 (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 caption captions “Item 4 — 4. Information on the Partnership — C. B. Business Overview — Regulations — Regulation - — International Maritime Organization (or IMO),” and “Item 4. Information on the Partnership — D. Taxation of the Partnership — Xxxxxxxx Islands Taxation,” (C) in the Partnership’s Form 6-K 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 B. Business Overview — Regulations — Environmental Regulations — The United States Regulations,” and “Item 1 4. Information on the Partnership — Information Contained in this Form 6-K Report B. Business Overview — Regulations — Environmental Regulation — Other Environmental Initiatives,” “Item 4. Information on the Partnership — E. Taxation of the Partnership — Xxxxxxxx Islands Taxation” and “Item 10. Additional Information — Xxxxxxxx Islands Tax Consequences”, and (DC) in the Form 8-A/A under the captions “Our Partnership Agreement” (in each case 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, the Form 20-F and the Form 8-A/A, as of its the Effective DateDate 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 Registration Statement, Form 20-F or Form 8-A/A, as of the Applicable Time and as of the Closing Date, contained or contains 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.