Kodak 2012 Annual Report Download - page 150

“ Contract ” means any written contract, license, lease or other agreement.
“ Control ” (and all of its correlative meanings) of an entity means ownership or control, direct or indirect, of (a) more than fifty
percent (50%) of the then-outstanding shares or securities of such entity (representing the right to vote generally for the election of directors or
other managing authority), (b) if such entity does not have outstanding shares or securities (representing the right to vote generally for the
election of directors or other managing authority), more than fifty percent (50%) of the then-outstanding ownership interests representing the
right to make the decisions for such entity, or (c) the power to appoint a majority of directors or other management authority of such entity or
otherwise effectively direct the affairs of the entity, whether by agreement, ownership of shares, securities or equity interests or otherwise.
“ Deposit ” has the meaning set forth in Section 3.2(a) .
“ Designee ” has the meaning set forth in Section 8.3 .
“ Designee Confidential Information ” has the meaning set forth in Section 5.9(c) .
“ Designee Non-Disclosure Agreement ” has the meaning set forth in Section 5.2 .
“ DIP Facility ” means Kodak’s post-petition debtor-in-possession financing facility provided pursuant to the Debtor-in-Possession
Credit Agreement, dated as of January 20, 2012, as it may be amended, supplemented, modified or replaced from time to time.
“ Disclosure Schedule ” means the disclosure schedule delivered to Buyer by Kodak and dated as of the date of this Agreement, as
amended or modified pursuant to Section 8.9 .
“ Distribution Notice ” means the distribution notice substantially in the form attached to the Escrow Agreement as Exhibit 1.3 ,
authorizing the disbursement of the Deposit to Kodak.
“ Electronic Data Room ” means the BMC Group electronic data site entitled “Komodo”.
“ Escrow Account ” has the meaning set forth in the Clarifying Order.
“ Escrow Agreement ” means the Escrow Agreement, dated as of the date hereof, by and between Kodak, Buyer and The Bank of
New York Mellon, attached hereto as
Annex II .
“ Excluded Expenses ” means reasonable and documented out of pocket costs and expenses, including attorneys’ and advisors’ fees
and expenses, incurred in complying with or responding to (a) the HSR Act or other national merger control regime; (b) the Exon-Florio
Amendment or other similar national security laws and/or (c) a subpoena, civil investigative demand, or other compulsory process, or any
request for voluntary production of information, testimony, or documents in lieu of a compulsory process issued by (x) the Federal Trade
Commission, Antitrust Division of the Department of Justice, European Commission, or other
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