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

Sponsor Units and Incentive Distribution Rights. The General Partner owns of record all of the Incentive Distribution Rights. The Common Units currently held by Teekay Holdings 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 Section 41 of the Xxxxxxxx Islands Limited Partnership Act (the “MI LPA”) and subject to the provisions of the Partnership Agreement). To such counsel’s knowledge, the General Partner beneficially owns the Incentive Distribution Rights free and clear of all pledges, liens, encumbrances, security interests or other claims, except for Claim Exceptions.

Sponsor Units and Incentive Distribution Rights. The General Partner owns of record all of the Incentive Distribution Rights. The Common Units currently held by Teekay Holdings 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 Section 41 Sections 30, 41, 51 and 60 of the Xxxxxxxx Islands Limited Partnership Act (the “MI LPA”) and subject to the provisions of the Partnership Agreement). To such counsel’s knowledge, the General Partner beneficially owns the Incentive Distribution Rights free and clear of all pledges, liens, encumbrances, security interests or other claims, except for Claim Exceptions.