Common use of Ownership of the Xxxxxxxx Islands Subsidiaries Clause in Contracts

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.

Appears in 3 contracts

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

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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 Incorporated, Siri Holdings L.L.C., 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.

Appears in 1 contract

Samples: Underwriting Agreement (Teekay Offshore Partners L.P.)

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Ownership of the Xxxxxxxx Islands Subsidiaries. Listed on Schedule IV A to this Agreement such opinion are the owners of record of the stock or membership interests described in Schedule IV A to this Agreementsuch opinion, as applicable, of each of the Xxxxxxxx Islands Subsidiaries. Such stock or membership interests described in Schedule IV A to this Agreementsuch opinion, 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.

Appears in 1 contract

Samples: Distribution Agreement (Teekay Offshore Partners L.P.)

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