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.
Appears in 4 contracts
Samples: Underwriting Agreement, Underwriting Agreement (Teekay Offshore Partners L.P.), Underwriting Agreement (Teekay Offshore Partners L.P.)