annual reports on the Company's operations. In addition, Investors have the right to access certain other information regarding the Company as provided for in the Limited Parinership Agreement. As long as the Units are not registered under the Exchange Act, the Company will not be subject to the reporting requirements thereunder. KLC’s 2005 audit was not completed until May 2006 due to systems conversion issues.
6.4.3 Investors may never receive cash distributions on their investment; there is no assurance of investment return
There is no assurance that KUE will be able to generate returns for the Investors or that returns will be commensurate with the risks of investing in KUE. There may be limited or no cash flow available to KUE from its subsidiaries or to the Investors from KUE and there can be no assurance that KUE will make any distributions to Investors. KUE is not obligated tc declare cash distributions with respect to the Units other than certain distributions to meet tax obligations of the Investors. Public offerings, sales or other dispositions which may result in a return of capital or the realization of gains, if any, are not expected to occur for a number of years. An investment in KUE should only be considered by persons who can reasonably afford a loss of their entire investment.
6.4.4 KUE’s ability to make distributions is limited by its subsidiaries’ existing and future indebtedness
KUE will not have any material assets other than its ownership of various subsidiaries (including KLC)} and investments in other companies, and will not have any material operations or revenues other than income derived from KUE’s interest in its subsidiaries and any proceeds arising from its investments in other companies. Therefore, KUE’s ability to make any distributions to investors will be completely dependent on the operations and business results of its subsidiaries and its investment holdings.
KLC’s ability to make distributions or payments to KUE is restricted by the provisions of its various debt agreements, including without limitation, the Indenture, dated as of February 2, 2005, by and between KLC, the Guarantors, as defined therein, and Wells Fargo Bank, N.A., as trustee. Therefore, KLC may be prevented from making distributions or payments to KUE as and when needed by KUE. Such restrictions may adversely affect the business and operations of KUE as a whole and the value of any investment in KUE. Similar restrictions may apply to future indebtedness incurred by KLC and other subsidiaries of KUE.
6.4.5 There is no public market for, and Investors may be unable to sell, the Units
There is no public trading market for the Units and one is not expected to develop. The economic risks of this investment must be borne for an indefinite period of time. Neither the Units nor the underlying Common LP Units or Class A Shares will be registered under the Securities Act or under any state securities laws (or the securities laws of any other jurisdiction). Each Investor will be required to represent that it is purchasing the Units for its own account for investment purposes and not with a view to resale or distribution. Although the General Partner intends to approve permitted transfers specified in the LPA, and not to unreasonably withhold consent to transfers, all transfers require the prior approval of the General Partner under Caymans Law, and no transfer of the Units may be made unless the transfer complies with the terms of the Limited Partnership Agreement. Although the Limited Partnership Agreement of KUE and the organizational documents of the General Partner permit the foregoing transfers and the General Partner has agreed with certain Investors to approve such transfers, applicable Cayman Islands law gives the General Partner full discretion to approve or disapprove transfers.
Each transfer must be registered under the Securities Act and applicable state securities laws or an exemption must be available. These restrictions will be noted on a legend placed on each certificate, if any, representing the Units. As a precondition to the effectiveness of any transfer, the Company may require the transferor to provide an opinion of legal counsel stating that the transfer is in accordance with the Securities Act and to pay any costs the Company incurs in connection with the transfer. It is not currently contemplated that the Units will be registered under the Securities Act, the Exchange Act, or
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