Ownership of the Xxxxxxxx Islands Subsidiaries Sample Clauses

Ownership of the Xxxxxxxx Islands Subsidiaries. Listed on Schedule IV to this Agreement are the owners of record of the stock or membership interests described in Schedule IV to this Agreement, as applicable, of each of the Xxxxxxxx Islands Subsidiaries. Such stock or membership interests described in Schedule IV to this Agreement, as applicable, have been duly authorized and validly issued in accordance with the organizational documents of each such Xxxxxxxx Islands Subsidiary, as amended or restated prior to the date hereof, and are fully paid (to the extent required under the organizational documents of each Xxxxxxxx Islands Subsidiary) and nonassessable (except as such nonassessability may be affected by applicable Xxxxxxxx Islands Law and except as may otherwise be provided in the applicable organizational documents). To the knowledge of such counsel, the Operating Company, the Partnership, Teekay Nordic Holdings Incorporated or Siri Holdings L.L.C., as the case may be, beneficially owns the stock or membership interests, as applicable, of each of the Xxxxxxxx Islands Subsidiaries as described in a schedule to such opinion, free and clear of all pledges, liens, encumbrances, security interests or other claims, except for Claim Exceptions.
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Ownership of the Xxxxxxxx Islands Subsidiaries. Listed on Schedule II are the owners of record of the stock or membership interests of each of the Operating Subsidiaries set forth in Schedule II and formed in the Republic of The Xxxxxxxx Islands. Such stock or membership interests, as applicable, have been duly authorized and validly issued in accordance with the organizational documents of each such Operating Subsidiary, as amended or restated prior to the date hereof, and are fully paid (to the extent required under the organizational documents of each such Operating Subsidiary) and nonassessable (except as such nonassessability may be affected by applicable the law of the Republic of The Xxxxxxxx Islands and subject to the provisions of the applicable organizational documents). To such counsel’s knowledge, the Partnership, the Operating Company, Teekay Nakilat Holdings (III) Corporation, Teekay Nakilat (III) Corporation, Teekay Nakilat Holdings Corporation, Teekay Nakilat Corporation, Teekay LNG Holdco L.L.C., Teekay Tanggugh Borrower L.L.C., Teekay Tanggugh Holdings Corporation or Teekay BLT Corporation, as the case may be, beneficially owns the stock or membership interests, as applicable, of each of the Operating Subsidiaries set forth in Schedule II and formed in the Republic of The Xxxxxxxx Islands as described in parts the applicable part of Schedule II, free and clear of all pledges, liens, encumbrances, security interests or other claims, except for Claim Exceptions.
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Ownership of the Xxxxxxxx Islands Subsidiaries. The Operating Company or the Partnership, as the case may be, owns of record the stock or membership interests, as applicable, in each of the Xxxxxxxx Islands Subsidiaries as described on Schedule IV. Such stock or membership interests, as applicable, have been duly authorized and validly issued in accordance with the organizational documents of each Xxxxxxxx Islands Subsidiary, as amended or restated prior to the date hereof, and are fully paid (to the extent required under the organizational documents of each Xxxxxxxx Islands Subsidiary) and nonassessable (except as such nonassessability may be affected by applicable Xxxxxxxx Islands Law and subject to the provisions of the applicable organizational documents). To the knowledge of such counsel, the Operating Company or the Partnership, as the case may be, beneficially owns such stock or membership interests, as applicable, free and clear of all pledges, liens, encumbrances, security interests or other claims, except for the Claim Exceptions.
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Ownership of the Xxxxxxxx Islands Subsidiaries. The Operating Company owns, directly or indirectly, the equity interests in each Xxxxxxxx Islands Subsidiary as described in Schedule VI; such equity interests have been duly authorized and validly issued in accordance with the organizational documents of each Xxxxxxxx Islands Subsidiary and are fully paid (to the extent required under the organizational documents of each Xxxxxxxx Islands Subsidiary) and nonassessable; and to counsel’s knowledge, the Operating Company owns, directly or indirectly, such equity interests free and clear of all Liens other than Liens pursuant to the credit agreements and related security agreements disclosed or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
Sample 1
Ownership of the Xxxxxxxx Islands Subsidiaries. Listed on Schedule IV to this Agreement are the owners of record of the stock or membership interests described in Schedule IV to this Agreement, as applicable, of each of the Xxxxxxxx Islands Subsidiaries. Such stock or membership interests described in Schedule IV to this Agreement, as applicable, have been duly authorized and validly issued in accordance with the organizational documents of each such Xxxxxxxx Islands Subsidiary, as amended or restated prior to the date hereof, and are fully paid (to the extent required under the organizational documents of each Xxxxxxxx Islands Subsidiary) and nonassessable (except as such nonassessability may be affected by applicable Xxxxxxxx Islands Law and except as may otherwise be provided in the applicable organizational documents). To the knowledge of such counsel, the Operating Company, the Partnership, Teekay Nordic Holdings Incorporated, Siri Holdings L.L.C, Teekay Offshore Holdings L.L.C., Tiro Sidon L.L.C. or Teekay Shuttle Tanker Finance L.L.C., as the case may be, beneficially owns the stock or membership interests, as applicable, of each of the Xxxxxxxx Islands Subsidiaries as described in a schedule to such opinion, free and clear of all pledges, liens, encumbrances, security interests or other claims, except for Claim Exceptions.
Sample 1
Ownership of the Xxxxxxxx Islands Subsidiaries. Listed on Schedule I are the owners of record of the stock or membership interests of each of the Operating Subsidiaries identified as a significant subsidiary in Schedule I and formed in the Republic of The Xxxxxxxx Islands. Such stock or membership interests, as applicable, have been duly authorized and validly issued in accordance with the organizational documents of each such Operating Subsidiary, as amended or restated prior to the date hereof, and are fully paid (to the extent required under the organizational documents of each such Operating Subsidiary) and nonassessable (except as such nonassessability may be affected by applicable the law of the Republic of The Xxxxxxxx Islands and subject to the provisions of the applicable organizational documents). To such counsel’s knowledge, the [Partnership, the Operating Company, ], as the case may be, beneficially owns the stock or membership interests, as applicable, of each of the Operating Subsidiaries identified as a significant subsidiary in Schedule I and formed in the Republic of The Xxxxxxxx Islands, as described in the applicable part of Schedule I, free and clear of all pledges, liens, encumbrances, security interests or other claims, except for Claim Exceptions.
Sample 1
Ownership of the Xxxxxxxx Islands Subsidiaries. The Operating Company owns 100% of the equity interests in each Xxxxxxxx Islands Subsidiary; such equity interests have been duly authorized and validly issued in accordance with the organizational documents of each Xxxxxxxx Islands Subsidiary and are fully paid (to the extent required under the organizational documents of each Xxxxxxxx Islands Subsidiary) and nonassessable; and to our knowledge, the Operating Company owns such equity interests free and clear of all Liens other than Liens pursuant to the credit agreements and related security agreements disclosed or referred to in the Disclosure Package and the Prospectus.
Sample 1
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Related to Ownership of the Xxxxxxxx Islands Subsidiaries

  • 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.

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Ownership of the Subsidiaries The Partnership directly or indirectly owns the partnership interests, membership interests and capital stock, as applicable, in the Subsidiaries as described in the Pricing Disclosure Package and in the Prospectus, in each case free and clear of all Liens, except as may arise under the Credit Agreement or as described in the Pricing Disclosure Package and the Prospectus.

  • Ownership of the Borrower Except as set forth in the Partnership Agreement of the Borrower, the Borrower has no obligation to any Person to purchase, repurchase or issue any ownership interest in it.

  • Ownership of Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

  • Ownership of the Operating Company The Partnership owns, and at each Date of Delivery will own, all of the issued and outstanding membership interests of 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 (the “Operating Company LLC Agreement”) and are fully paid (to the extent required by the Operating Company LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 51 of the Xxxxxxxx Islands LLC Act); and the Partnership owns such membership interests free and clear of all Liens other than those Liens arising under the Partnership’s revolving credit facility, as amended, with a capacity of up to $295.0 million (the “Credit Facility”). As of the date of this Agreement, the only subsidiaries of the Partnership are, and at each Date of Delivery, the only subsidiaries of the Partnership will be, the Operating Company and the Operating Subsidiaries.

  • Ownership of the Obligors An Obligor (other than the Company) is not or ceases to be a Subsidiary of the Company.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • Ownership of Borrower The REIT Guarantor is the sole general partner of the Borrower and owns free of any Lien or other claim not less than a sixty-six and two-thirds percent (66 2/3%) Equity Interest in the Borrower as the general partner thereof.

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