Kodak 2012 Annual Report Download - page 147
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W
HEREAS
, Kodak and Buyer acknowledge and agree that the purchase of the Patents by Buyer and the entry by Kodak and Buyer into
this Agreement and the performance of the obligations hereunder and the consummation of the transactions described herein by Kodak and
Buyer are and have been at arm’s length and in good faith.
N
OW
,
THEREFORE
, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Certain Definitions . In addition to any other terms defined herein, the following terms will have the following
meanings when used in this Agreement:
“ Action ”
means any litigation, action, claim, suit, charge, binding arbitration, or other legal, administrative or judicial proceeding or
investigation, including intellectual property litigation (including infringement, indemnification, and declaratory judgment actions).
“ Administrative Expense ” means an expense of administration in the Bankruptcy Cases of the type described in section 503(b) of
the Bankruptcy Code and with the priority described in section 507(a)(2) of the Bankruptcy Code.
“ Affiliate ” means, with respect to any Person, any other Person that Controls, is Controlled by, or is under common Control with,
such Person at any time during the period for which the determination of affiliation is being made; provided , however , that in each case such
Person will be deemed an Affiliate only so long as such Control exists.
“ Aggregate Transaction Value ” means the sum of the License Fees plus the Closing Amount.
“ Agreement ” has the meaning set forth in the preamble.
“ Alternative Transaction ” means the sale, transfer or other disposition, directly or indirectly, of ownership of any substantial
portion of the Assigned Assets, in a transaction or series of transactions with one or more Third Parties.
“ Ancillary Agreements ” has the meaning specified in Section 5.7 .
“ Antitrust Laws ” means any antitrust, competition or trade regulatory Laws of any Governmental Entity, including the HSR Act.
“ Apple Disputed Patents ” has the meaning set forth in the definition of Permitted Encumbrances.
“ Assigned Assets ” has the meaning set forth in Section 2.1(b) .
“ Assigned Patents ” means
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