Kodak 2012 Annual Report Download - page 158

“ Transaction Challenge ” means any Action seeking to investigate, challenge, stay, vacate, reverse, enjoin, prohibit, object to,
amend or modify the terms of, or seek damages in respect of, the Transaction, either in whole or in part, other than an Action by (a) Buyer,
Buyer’s Designee, FlashPoint, any Licensee or any of their respective Affiliates or (b) Kodak to enforce the terms of this Agreement, the
Funding Commitment or otherwise with respect to the Transaction.
“ Transaction Documents ” means this Agreement and the Ancillary Agreements.
“Transfer Tax ” has the meaning set forth in Section 5.8(a) .
Section 1.2 Interpretation . The words “herein,” “hereof,” and “hereunder”
and words of similar import refer to this Agreement as a
whole and not to any particular provision of this Agreement. Wherever the word “include,” “includes,” or “including” is used in this Agreement,
it will be deemed to be followed by the words “without limitation.” References to (a) “Article,” “Schedule” or “Section” are to the respective
Articles, Schedules and Sections of this Agreement, and references to “Exhibit” are to the respective Exhibits annexed hereto, (b) a “party”
means a party to this Agreement and such party’s successors and permitted assigns and (c) $ or “dollars” refer to United States dollars. Terms
defined in the singular have a comparable meaning when used in the plural, and vice versa.
ARTICLE II
ASSIGNMENT AND ASSUMPTION
Section 2.1 Assignment .
(a) Assignment of Patents . On the terms and subject to the conditions set forth herein, at Closing, Kodak will assign, convey, sell
and transfer to Buyer (and, to the extent Buyer identifies a Designee in accordance with Section 8.3 of this Agreement, such Designee), and
Buyer (and its Designee, as applicable) will purchase and accept from Kodak, all of Kodak’s right, title and interest throughout the world in and
to the Assigned Patents, including any right that Kodak has (i) to sue for past, present or future infringement, misappropriation or violation of
rights relating to the Assigned Patents and to retain any damages and profits due or accrued, and (ii) to collect royalties and other payments
under or on account of any of the Assigned Patents, in each case free and clear of all Claims and all Interests except for and subject to the
Permitted Encumbrances and the Kodak Retained Rights. In the event that any rights to any of the Assigned Patents have been or are assigned to
any of Kodak’s Affiliates, Kodak shall, prior to the Closing, cause each such Affiliate to assign to Kodak all of such Affiliate’s right, title and
interest throughout the world in and to such Assigned Patents, including the rights described in the immediately preceding sentence which are
related thereto.
(b) Assignment of Royalty Streams . On the terms and subject to the conditions set forth herein, at Closing, Kodak will assign,
convey, sell and transfer to Buyer, and Buyer will purchase and accept from Kodak, all of Kodak’s right, title and interest in and to the Assigned
Royalty Streams (such right, title, and interest together with the Assigned Patents, the “ Assigned Assets ”), in each case free and clear of all
Claims and all Interests except for and
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