Common use of Ownership of the Operating Company Clause in Contracts

Ownership of the Operating Company. The Partnership owns of record 100% of the membership interests in the Operating Company. Such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company and are fully paid (to the extent required under the limited liability company agreement of the Operating Company) and nonassessable (except as such nonassessability may be affected by Section 31 of the MI LLCA and subject to the provisions of the limited liability company agreement of the Operating Company). To such counsel’s knowledge, the Partnership beneficially owns such membership interests free and clear of all pledges, liens, encumbrances, security interests or other claims, except for Claim Exceptions.

Appears in 2 contracts

Samples: Underwriting Agreement (Teekay LNG Partners L.P.), Underwriting Agreement (Teekay LNG Partners L.P.)

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Ownership of the Operating Company. The Partnership owns of record 100% of the membership interests in the Operating Company. Such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company and are fully paid (to the extent required under the limited liability company agreement of the Operating Company) and nonassessable (except as such nonassessability may be affected by Section 31 Sections 20, 31, 40 and 49 of the MI LLCA and subject to the provisions of except as may otherwise be provided in the limited liability company agreement of the Operating Company). To such counsel’s knowledge, the Partnership beneficially owns such membership interests free and clear of all pledges, liens, encumbrances, security interests or other claims, except for Claim Exceptions.

Appears in 2 contracts

Samples: Underwriting Agreement (Teekay LNG Partners L.P.), Underwriting Agreement (Teekay LNG Partners L.P.)

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Ownership of the Operating Company. The Partnership owns of record 100% of the membership interests in the Operating Company. Such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company and are fully paid (to the extent required under the limited liability company agreement of the Operating Company) and nonassessable (except as such nonassessability may be affected by Section 31 Sections 20, 31, 40 and 49 of the MI LLCA and subject to the provisions of the limited liability company agreement of the Operating Company). To such counsel’s knowledge, the Partnership beneficially owns such membership interests free and clear of all pledges, liens, encumbrances, security interests or other claims, except for Claim Exceptions.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Teekay LNG Partners L.P.), Underwriting Agreement (Teekay LNG Partners L.P.)

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