Ownership of KACALP and KAFA Sample Clauses

Ownership of KACALP and KAFA. (a) As of the date hereof, such KA Owner owns, beneficially and of record, the KACALP Interests, the KAFA Interests and the Additional EPE Interests set forth opposite such KA Owner’s name on Annex B. Immediately prior to the Closing (after giving effect to the Equity Restructuring), such KA Owner (i) will own, beneficially and of record, the KACALP Interests, the KAFA Interests and the Additional EPE Interests set forth opposite such KA Owner’s name on Annex C, in each case, free and clear of all Liens (other than Permitted Liens and Liens created by the Buyer Affiliates) and (ii) will not own any other equity interests in any KA Entity (other than employee vehicles which receive a portion of the Carried Interests, as set forth on Annex D). (b) Other than the Organizational Documents of the applicable KA Entity, there are no Contracts to which such KA Owner is a party or is subject with respect to (i) any equity interests in any KA Entity (including the transfer, disposition or voting thereof) or (ii) the nomination, designation or election of members of a Governing Body of any KA Entity. (c) No Management Fees or Carried Interests otherwise payable to such KA Owner have been waived or deferred by such KA Owner.