Kodak 2012 Annual Report Download - page 154

“ Notice of Final Sale Hearing ” has the meaning set forth in the Conditional Sale Order.
“ Outside Date ” has the meaning set forth in Section 7.1(i) .
“ Party ” or “ Parties ” has the meaning set forth in the preamble.
“ Patent Assignment Agreement ” has the meaning set forth in Section 3.3(a)(i) .
“ Patent Documents ” means, with respect to the Assigned Patents, to the extent available, (a) all letters patent, (b) all assignment
agreements, (c) documents and materials evidencing dates of invention, including dates of conception and reduction to practice, (d) prosecution
history files for all issued, pending or abandoned Assigned Patents, (e) a current electronic copy of a docketing report for the Assigned Patents
accurately setting forth to the best of Kodak’s Knowledge any and all dates relevant to the prosecution or maintenance of the Assigned Patents,
including information relating to deadlines, payments and filings for the Assigned Patents, and the names, business, business addresses, business
email addresses, and business phone numbers of all prosecution counsel and agents, except for the contact information of any in-house attorney
of Kodak (Chalon), which shall not be provided, and (f) claim charts, in each case, in the possession of Kodak or its counsel who have been
involved in the prosecution and maintenance of the Assigned Patents. For the avoidance of doubt, Patent Documents shall not include
information related exclusively to Taxes.
“ Patent Power of Attorney ”
means documents appointing attorneys for Buyer (and/or its Designee, as applicable) with full power to
execute documents and take all other steps solely in connection with (i) effectuating and implementing the assignment of the Assigned Assets to
Buyer (and/or Buyer’s Designee, as applicable) pursuant to this Agreement, (ii) perfecting Buyer’s (and/or its Designee’s, as applicable) title in,
to and under the Assigned Patents pursuant to such assignment and (iii) as otherwise necessary for related bona fide purposes on a limited, case-
by-case basis with the consent of Kodak (not to be unreasonably withheld or delayed), in each of cases (i) through (iii), to the extent required by
applicable Law in respect of filings in patent offices of various countries around the world, at or after Closing, including, to the extent required
by applicable Law with respect to United States Patents, the power of attorney substantially as set forth in the form at Exhibit F , and similar
forms as required for each of the various countries.
“ Patents ” means all United States and foreign patents and applications therefor and all inventions claimed therein, and all reissues,
divisions, renewals, revisions, revivals, reexaminations, extensions, provisional patent applications, continuations, utility models, continuing
prosecution applications and continuations-in-part thereof.
“ Permitted Encumbrances ” means:
(a) the SSO Commitments;
(b) any rights of any Third Party to a Rejected Agreement under section 365(n) of the Bankruptcy Code;
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