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. Teekay Holdings owns the Sponsor Units and the General Partner owns all of the Incentive Distribution Rights; all of such Sponsor Units, the Incentive Distribution Rights and the limited partner interests represented thereby 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; and to counsel’s knowledge, Teekay Holdings owns the Sponsor Units and the General Partner owns the Incentive Distribution Rights, in each case free and clear of all Liens (except, with respect to the Incentive Distribution Rights, restrictions on transferability as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable law).

Ownership of the Sponsor Units and the Incentive Distribution Rights. Teekay Holdings owns the Sponsor Units and the General Partner owns all of the Incentive Distribution Rights; all of such Sponsor Units, the Incentive Distribution Rights and the limited partner interests represented thereby 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; and to counsel’s knowledge, Teekay Holdings owns the Sponsor Units and the General Partner owns the Incentive Distribution Rights, in each case free and clear of all Liens (except, except with respect to the Incentive Distribution Rights, restrictions on transferability as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable law).