Kodak 2012 Annual Report Download - page 151

national competition authority or (y) the Committee on Foreign Investment in the United States or any other national security agency.
“ Excluded Liabilities ” means any and all liabilities or obligations of Kodak related to the Assigned Assets and any other
obligations, liabilities or Interests related to the Assigned Assets for any period prior to Closing, in each case which are not Assumed Liabilities
(including those items specifically described in Section 2.2 ).
“ Exon-Florio Amendment ” means Section 721 of Title VII of the Defense Production Act of 1950, as amended by the Omnibus
Trade and Competitiveness Act of 1988.
“ Expense Adjustment Amount ” means (i) the amount, up to Five Million US Dollars ($5,000,000) by which the Expenses are
greater than Five Million US Dollars ($5,000,000), or (ii) the amount by which the Expenses are less than Five Million US Dollars ($5,000,000);
provided that (x) any amount which is calculated pursuant to clause (i) above shall be deemed to be a negative number, and (y) in no event shall
an Expense Adjustment Amount calculated pursuant to clause (i) or (ii) be greater than Five Million US Dollars ($5,000,000).
“ Expenses ” means all reasonable and documented out of pocket costs and expenses related to attorneys’ fees, court fees, witnesses
and experts which, in the aggregate, are in excess of Fifty Thousand US Dollars ($50,000), incurred by Buyer after the date hereof and prior to
Closing in connection with a Transaction Challenge, provided that Expenses shall in no event include (i) Excluded Expenses, (ii) fees for
Buyer’s advisors other than attorneys’ fees and related disbursements, (iii) expenses to the extent related to any inquiry from, or dispute with, a
Tax authority, or (iv) any costs or expenses incurred by (x) any Licensee or its Affiliates, (y) Buyer’s Designee or its Affiliates (if applicable) or
(z) Buyer in connection with any agreement by Buyer to reimburse any Licensee, Buyer’s Designee (if applicable) or any other Person.
“ Final Order ”
means any order or judgment which has not been reversed, vacated, or stayed, and as to which (a) the time to appeal,
petition for certiorari, or move for a new trial, reargument, or rehearing has expired, and as to which no appeal, petition for certiorari, or other
proceedings for a new trial, reargument, or rehearing shall then be pending, or (b) if an appeal, writ of certiorari, new trial, reargument, or
rehearing thereof has been sought, such order or judgment shall have been affirmed by the highest court to which such order was appealed, or
certiorari shall have been denied, or a new trial, reargument, or rehearing shall have been denied or resulted in no modification of such order, and
the time to take any further appeal, petition for certiorari or move for a new trial, reargument, or rehearing shall have expired; provided ,
however , that the possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure, or any analogous rule under the
Bankruptcy Rules, may be filed relating to such order shall not cause such order to not be a Final Order.
“ Final Sale Hearing ” has the meaning set forth in the Conditional Sale Order.
“ Final Sale Order ” means an order of the Bankruptcy Court that includes the express (x) findings of fact set forth in paragraphs O,
P, R, Y, FF, II, JJ and KK set forth in the form attached as Annex I hereto and (y) authorizations and orders set forth in paragraphs 4, 8, 10, 13,
14, 23, 25, and 26 set forth in the form attached as Annex I hereto (in the case of each of (x)
-
6
-