Kodak 2012 Annual Report Download - page 161

US Dollars ($522,000,000); provided , further , that, in the event that an “Alternate Transaction Event” (as defined in the Funding Commitment)
occurs, the Aggregate Transaction Value and the aggregate License Fees to be received by Kodak for purposes of Section 6.3(d) will be
modified in accordance with Section 2(b) of the Funding Commitment.
Section 3.2 Deposit .
(a) Pursuant to the Clarifying Order, Buyer has previously delivered, or caused to be delivered, to Kodak a good-faith, refundable,
cash deposit into the Bid Account in an amount equal to Ten Million US Dollars ($10,000,000) (the “ Deposit ”).
In accordance with the terms of
the Clarifying Order, simultaneously with the execution of this Agreement, Kodak shall transfer the Deposit to an Escrow Account which shall
be subject to the Escrow Agreement. The Deposit will (y) be credited at the Closing against the Closing Amount and/or any License Fees in
respect of those Persons who contributed to the Deposit, or (z) if the Closing has not occurred (i) retained by Kodak pursuant to the terms of the
Escrow Agreement, or (ii) returned to Buyer pursuant to the terms of the Escrow Agreement. In the event that Buyer is not named the Successful
Bidder, the Deposit shall be returned to Buyer pursuant to the terms of the Clarifying Order.
(b) Until such time as Kodak first becomes entitled to withdraw or be paid the Deposit pursuant to the terms of the Escrow
Agreement, the Bid Account and the Deposit shall be deemed not to constitute property, an asset or liability of Kodak, and no lien or security
interest therein shall attach and no steps or filings to create or perfect security interests in favor of the lenders or secured parties under the DIP
Facility or any other person shall be taken or required.
Section 3.3 Closing; Closing Deliveries . Subject to satisfaction or waiver, as applicable, of all of the conditions set forth in Article
VI hereof, Closing will take place at the offices of Kodak’s counsel, Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004
(or at such other place as the parties may designate in writing) at 9:00 a.m., local time in New York, New York, on the date that is two
(2) Business Days following the satisfaction or waiver, as applicable, of all of the conditions set forth in Article VI hereof (other than conditions
that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver, as applicable, of such conditions), but no sooner than
forty-five (45) consecutive days immediately following the date hereof, unless another time or date, or both, are agreed to in writing by the
parties hereto. Unless otherwise agreed by the parties in writing, Closing will be deemed to have occurred at 5:00 p.m. (New York, New York
time) on the Closing Date. At Closing the parties will take the following actions or make the following deliveries:
(a) Kodak’s Deliveries . At Closing, Kodak will deliver or cause to be delivered to Buyer (and/or its Designee, as applicable) the
following documents:
(i) duly executed general assignments with respect to the Assigned Patents for each of Buyer and Buyer’s Designee (as
applicable), in the forms attached as Exhibit I and dated as of the Closing Date (each a “ Patent Assignment Agreement ”) (it being
understood that Kodak will deliver jurisdiction-
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