Ownership of the General Partner. Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands Limited Liability Company Act of 1996 and the General Partner LLC Agreement); and Teekay Holdings owns such membership interest free and clear of all Liens.
Appears in 4 contracts
Samples: Underwriting Agreement (Teekay Offshore Partners L.P.), Underwriting Agreement (Teekay Offshore Partners L.P.), Underwriting Agreement (Teekay Offshore Partners L.P.)
Ownership of the General Partner. Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended or restated on or prior to the date hereof (the “General Partner LLC Agreement”)) without violation of any preemptive right, resale right, right of first refusal or similar right, and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and 49 Section 31 of the Xxxxxxxx Islands Limited Liability Company Act of 1996 and the General Partner LLC AgreementAct); and Teekay Holdings owns such membership interest free and clear of all Liens.
Appears in 3 contracts
Samples: Underwriting Agreement (Teekay LNG Partners L.P.), Underwriting Agreement (Teekay LNG Partners L.P.), Underwriting Agreement (Teekay LNG Partners L.P.)
Ownership of the General Partner. Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended or restated on or prior to the date hereof (the “General Partner LLC Agreement”), and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and 49 Section 51 of the Xxxxxxxx Islands Limited Liability Company Act of 1996 and the General Partner LLC AgreementAct); and Teekay Holdings owns such membership interest free and clear of all Liens.
Appears in 2 contracts
Samples: Underwriting Agreement (Teekay LNG Partners L.P.), Underwriting Agreement (Teekay LNG Partners L.P.)
Ownership of the General Partner. Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands Limited Liability Company Act of 1996 and the General Partner LLC AgreementAct); and Teekay Holdings owns such membership interest free and clear of all Liens.
Appears in 1 contract
Samples: Underwriting Agreement (Teekay Offshore Partners L.P.)
