Common use of Ownership of the Sponsor Units and the Incentive Distribution Rights Clause in Contracts

Ownership of the Sponsor Units and the Incentive Distribution Rights. (A) as of the date of such opinion (prior to the issuance of the Units), Teekay Holdings owns of record the Sponsor Units and (B) as of the date of such opinion, the General Partner owns of record all of the Incentive Distribution Rights of the Partnership. The Sponsor Units and the Incentive Distribution Rights have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Xxxxxxxx Islands Limited Partnership Act and except as may otherwise be provided in the Partnership Agreement. To the knowledge of such counsel, the General Partner beneficially owns the Incentive Distribution Rights free and clear of all pledges, liens, encumbrances, security interests or other claims, except (i) pledges, liens, encumbrances, security interests or other claims as described in, referred to (including by incorporation by reference) or disclosed in the Registration Statement, the Disclosure Package or the Prospectus, and (ii) restrictions on transferability contained in the Partnership Agreement or under applicable securities laws, as applicable.

Ownership of the Sponsor Units and the Incentive Distribution Rights. (A) as of the date of such opinion (prior to the issuance of the Units)opinion, Teekay Holdings owns of record the Sponsor Units and (B) as of the date of such opinion, the General Partner owns of record all of the Incentive Distribution Rights of the Partnership. The Sponsor Units and the Incentive Distribution Rights have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of the Xxxxxxxx Islands Limited Partnership Act and except as may otherwise be provided in the Partnership Agreement. To the knowledge of such counsel, the General Partner beneficially owns the Incentive Distribution Rights free and clear of all pledges, liens, encumbrances, security interests or other claims, except (i) pledges, liens, encumbrances, security interests or other claims as described in, referred to (including by incorporation by reference) or disclosed in the Registration Statement, the Disclosure Package or the Prospectus, and (ii) restrictions on transferability contained in the Partnership Agreement or under applicable securities laws, as applicable.