Kodak 2012 Annual Report Download - page 159

subject to the Permitted Encumbrances and the Kodak Retained Rights. Notwithstanding anything to the contrary in this Agreement, the
Assigned Assets do not include, and Kodak shall retain all rights in and to, the Kodak Retained Rights.
(c) Buyer (and its Designee, as applicable) acknowledges that the Assigned Patents are assigned and transferred subject to the SSO
Commitments. Buyer (and its Designee, as applicable) hereby commits to respect the SSO Commitments, solely with respect to the Assigned
Patents, and solely to the same extent as the SSO Commitments are binding upon Kodak prior to the transfer of the Assigned Patents herein;
provided however that nothing herein shall be construed as a commitment or agreement by Buyer (or its Designee, as applicable) or its (or its
Designee’s) Affiliates to subject any Patents other than the Assigned Patents to the SSO Commitments. Buyer (and its Designee, as applicable)
shall confirm in writing to the U.S. Department of Justice, Antitrust Division, to the extent (i) requested by such Governmental Entity and
(ii) required by applicable Law, the existence and scope of Buyer’s (or its Designee’s, as applicable) commitments under this Section 2.1(c) .
Section 2.2 Assumption of Obligations and Liabilities . On the terms and subject to the conditions set forth herein, from and after
the Closing, Buyer (or its Designee, as applicable) will assume, and following Closing will discharge or perform when due: (a) all liabilities and
obligations with respect to all maintenance fees and prosecution costs with the U.S. Patent and Trademark Office and any foreign patent offices
related to the Assigned Patents associated with the ownership or exploitation by or through Buyer (or its Designee, as applicable) of the
Assigned Assets, or otherwise arising by or through Buyer (or its Designee, as applicable), after the Closing; (b) all liabilities and obligations
arising under or relating to Buyer’s or Buyer’s Designee’s (if applicable) or any of their respective Affiliates’ ownership, enforcement or
exploitation of the Assigned Assets on or after Closing; (c)(i) the licenses and releases granted, covenants not to assert made, and obligations of
Kodak, in each case to any licensee under any Bidco DC/KISS Patent License Agreement, (ii) to the extent that any Permitted Encumbrance
represents an obligation to forebear from taking any action, such obligation or (iii) the licenses and releases granted, covenants not to assert
made, and obligations of Kodak, in each case to any counter-party to one of the agreements set forth on Schedule 1.1(h) arising under such
agreements set forth on Schedule 1.1(h) solely with respect of the Assigned Patents and solely to the extent such licenses and releases granted,
covenants made, and obligations exist as of Closing or are provided for in a Scheduled Agreement as of Closing; provided that (x) Buyer (or its
Designee, as applicable) shall only assume those releases, licenses, immunities, covenants and obligations that can by their nature only be
performed by the owner of the Assigned Patents, (y) Buyer (and its Designee, as applicable) shall not assume any financial or financial reporting
covenants or obligations imposed upon Kodak under the agreements set forth on Schedule 1.1(h) and (z) if any expansion, extension or renewal
after Closing of, or any grant of additional rights under, such licenses and releases granted, covenants not to assert made, or obligations, in each
case, require any consent or agreement of Kodak, Kodak shall decline to provide such consent or agreement where it can do so without violating
any such license, release, covenant not to assert or obligation; and provided further that in no event shall Buyer (or its Designee, as applicable)
assume any license, release, obligation or covenant with respect to anything (including any Patents) other than with respect to the Assigned
Patents; and (d) all liabilities and obligations of Buyer (or its Designee, as applicable) pursuant to Section 5.8 (collectively, the “ Assumed
Liabilities
”). Buyer (and its Designee, as applicable)
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