in the event of a Drag-Along Transfer of Common LP Units and
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a corresponding percentage of Class A Shares held
unless otherwise approved by the Board of Directors and
and (e) admissions of any affiliate of the Principals to KUE as a Limited Partner on
including the ""Investment in Subsidiaries"" and ""Co-Invest Right' described below
benefits and arrangements to the Principals that do not exceed $1 million in the aggregate
on the other hand). Related party transactions do not include (a) any
and (2) KUE or any direct or indirect subsidiary or joint venture
it being understood that securities with high-voting rights
the Principals (through KUE LLC) may receive securities with high-voting rights
or any other transaction where all holders of Common LP Units or shares in the General Partner
the Independent Committee shall determine whether to pursue a sale
the Principals will be required to sell their entire
the Principals will be required to sell their
the amount payable to KULG by KUE will be reduced
fees and expenses relating to financing transactions and acquisitions
2006 pursuant to the Fixed Overhead Payment Agreement as an agreed upon payment
it is possible the Partners who contributed
and in accordance with Section 704(c) of the Code and the Treasury
regardless of whether such net taxable income is