Kodak 2011 Annual Report Download - page 168

“ Inventory Value ”
means with respect to any Inventory of a Loan Party at the time of any determination thereof, the standard cost
determined on a first in first out basis and carried on the general ledger or inventory system of such Loan Party stated on a basis consistent with its
current and historical accounting practices, in Dollars, determined in accordance with the standard cost method of accounting less, without
duplication, (i) any markup on Inventory from an Affiliate and (ii) in the event variances under the standard cost method are expensed, a Reserve
reasonably determined by the Agent as appropriate in order to adjust the standard cost of Eligible Inventory to approximate actual cost.
“ Investment ”
in any Person means any loan or advance to such Person, any purchase or other acquisition of any equity interests or Debt
or the assets comprising a division or business unit or a substantial part or all of the business of such Person, any capital contribution to such
Person or any other direct or indirect investment in such Person, including, without limitation, any acquisition by way of a merger or consolidation
(or similar transaction) and any arrangement pursuant to which the investor incurs Debt of the types referred to in clause (h) or (i) of the definition
of “ Debt ” in respect of such Person.
“ IP Consideration ”
means consideration received from any Digital Imaging Patent Portfolio Disposition or IP Settlement Agreement in
the form of (i) cash or Cash Equivalents, (ii) indemnities, representations and warranties, covenants, non-
compete provisions and similar
provisions customary for Dispositions similar to any Digital Imaging Patent Portfolio Disposition or IP Settlement Agreement, (iii) any lease or
license of Intellectual Property to the Company or any of its Subsidiaries, (iv) any renewal of any existing license of Intellectual Property by any
third party, and/or (v) any lease or license of Intellectual Property of any third party to the Company or any of its Subsidiaries consisting of
Intellectual Property to use within the same or substantially similar field as, or, if not a field of use lease or license, for the same or similar systems,
methods, products and/or services of, the Digital Imaging Patent Portfolio.
“ IP License ”
means any lease, license or covenant not to sue, entered into with respect to any Intellectual Property outside the ordinary
course of business; provided
, that any license entered into in connection with an IP Settlement Agreement and any exclusive license of Intellectual
Property shall be deemed to be outside the ordinary course of business.
“ IP Litigation Party ”
means a party and its affiliates to any action, suit, investigation, litigation or proceeding pending or threatened in
any court or before any arbitrator or governmental instrumentality adverse to the Debtors or their affiliates.
“ IP Sale Proceeds ”
means all payments received in cash or Cash Equivalents by the Company or any of its Subsidiaries in respect of any
Digital Imaging Patent Portfolio Disposition that do not constitute IP Settlement Proceeds.
“ IP Settlement Agreement ”
means any agreement entered into by the Company or any its Subsidiaries with any other Person (other than
a Subsidiary of the Company) relating to any assets included in the Digital Imaging Patent Portfolio (but not involving the sale of such assets) and
pursuant to which such other Person shall agree to provide consideration (including, without limitation, pursuant to an IP License) to the Company
or such Subsidiary in exchange for the settlement of, or agreement not to pursue, litigation with respect to such assets.
“ IP Settlement Proceeds ”
means proceeds in the form of cash and Cash Equivalents received by the Company or any its Subsidiaries
pursuant to an IP Settlement Agreement (including, if applicable, pursuant to an IP License entered into in connection therewith).
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