Common use of Special Purpose Entities Clause in Contracts

Special Purpose Entities. Each of KPR and KBI is a special purpose entity, created as a part of the vehicle through which KES holds its interests in the Project. Neither KPR nor KBI engages in any other business or activities or holds any material assets other than its indirect interest in the Project, or is subject to any material contractual liabilities, other than those incurred in connection with the Project, all of which assets and liabilities have been disclosed to Buyer in writing on or prior to the date of this Agreement. Such disclosed liabilities include certain liabilities associated with employment contracts of certain KES Entity employees and the debt of KES Penuelas Holdings, Inc., a subsidiary of KES, to Lyon Credit Corporation. All obligations of KES Penuelas Holdings, Inc. owing to Lyon Credit Corporation shall be paid in full on the Closing Date. All compensation related to the Project payable to employees of the KES Entities pursuant to such employment contracts as of the Closing Date (other than normal salary compensation) will be paid in full from the proceeds of the transaction contemplated hereby.

Special Purpose Entities. Each of KPR and KBI is a special ------- ------- --------- purpose entity, created as a part of the vehicle through which KES holds its interests in the Project. Neither KPR nor KBI engages in any other business or activities or holds any material assets other than its indirect interest in the Project, or is subject to any material contractual liabilities, other than those incurred in connection with the Project, all of which assets and liabilities have been disclosed to Buyer in writing on or prior to the date of this Agreement. Such disclosed liabilities include certain liabilities associated with employment contracts of certain KES Entity employees and the debt of KES Penuelas Holdings, Inc., a subsidiary of KES, to Lyon Credit Corporation. All obligations of KES Penuelas Holdings, Inc. owing to Lyon Credit Corporation shall be paid in full on the Closing Date. All compensation related to the Project payable to employees of the KES Entities pursuant to such employment contracts as of the Closing Date (other than normal salary compensation) will be paid in full from the proceeds of the transaction contemplated hereby.