Ownership of the Operating Subsidiaries. The Partnership and the Operating Company own, directly or indirectly, the equity interests of the Operating Subsidiaries as described on Schedule II; such equity interests have been duly authorized and validly issued in accordance with the organizational documents of each Operating Subsidiary, amended on or prior to the date hereof (the “Operating Subsidiaries’ Organizational Documents”), and are fully paid (to the extent required under the Operating Subsidiaries’ Organizational Agreements) and nonassessable (except as such nonassessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the relevant organizational documents); and the Partnership and the Operating Company, as applicable, own such equity interests free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Disclosure Package and the Prospectus.
Appears in 5 contracts
Samples: www.sec.gov, Underwriting Agreement (Teekay Offshore Partners L.P.), Underwriting Agreement (Teekay Offshore Partners L.P.)
Ownership of the Operating Subsidiaries. The Partnership and the Operating Company own, directly or indirectly, the equity interests of the Operating Subsidiaries as described on Schedule II; such equity interests have been duly authorized and validly issued in accordance with the organizational documents of each Operating Subsidiary, amended on or prior to the date hereof (the “Operating Subsidiaries’ Organizational Documents”), and are fully paid (to the extent required under the Operating Subsidiaries’ Organizational Agreements) and nonassessable (except as such nonassessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the relevant organizational documentsSubsidiary); and the Partnership and the Operating Company, as applicable, own such equity interests free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Disclosure Package and the Prospectus.
Appears in 4 contracts
Samples: Teekay Offshore Partners L.P., Teekay Offshore Partners L.P., Teekay Offshore Partners L.P.
Ownership of the Operating Subsidiaries. The Partnership and the Operating Company ownowns, directly or indirectly, the equity interests in each of the Operating Subsidiaries as described on set forth in Schedule II; such equity interests have been owned by the Operating Company are duly authorized and validly issued in accordance with the organizational documents of each Operating Subsidiary, as amended or restated on or prior to the date hereof (the “Operating Subsidiaries’ Organizational Documents”), and are fully paid (to the extent required under the Operating Subsidiaries’ Organizational Agreements) and nonassessable (except as such nonassessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the relevant organizational documentsSubsidiary); and the Partnership and the Operating Company, as applicable, own Company owns such equity interests free and clear of all Liens except for Liens pursuant to the credit agreements and related security agreements disclosed or referred to in the Pricing Disclosure Package and the Prospectus.
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 Operating Subsidiaries. (1) The Partnership and the Operating Company own, directly or indirectly, the equity interests of the Operating Subsidiaries as described on Schedule IIIV; such equity interests have been duly authorized and validly issued in accordance with the organizational documents of each Operating Subsidiary, amended on or prior to the date hereof (the “Operating Subsidiaries’ Organizational Documents”), and are fully paid (to the extent required under the Operating Subsidiaries’ Organizational Agreements) and nonassessable (except as such nonassessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the relevant organizational documentsSubsidiary); and the Partnership and the Operating Company, as applicable, own such equity interests free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Pricing Disclosure Package and the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Teekay Offshore Partners L.P.)
Ownership of the Operating Subsidiaries. The Partnership and the Operating Company own, directly or indirectly, the equity interests of the Operating Subsidiaries as described on Schedule IIIV; such equity interests have been duly authorized and validly issued in accordance with the organizational documents of each Operating Subsidiary, amended on or prior to the date hereof (the “Operating Subsidiaries’ Organizational Documents”), and are fully paid (to the extent required under the Operating Subsidiaries’ Organizational Agreements) and nonassessable (except as such nonassessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the relevant organizational documentsSubsidiary); and the Partnership and the Operating Company, as applicable, own such equity interests free and clear of all Liens except for Liens pursuant to credit agreements and related security agreements disclosed or referred to in the Pricing Disclosure Package and the Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Teekay Offshore Partners L.P.)