Kodak 2012 Annual Report Download - page 164

(ix) a counterpart of the Distribution Notice, duly executed by Buyer; and
(x) the officer’s certificate referred to in Section 6.3(a) and (b) .
(c) Place of Delivery . Kodak hereby agrees that any counterparts of a Bidco DC/KISS Patent License Agreement or Retained
Patents License Agreement will be shipped via certified mail to an address designated by the licensee of such agreement.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1 Kodak’s Representations and Warranties . Kodak makes the following representations and warranties to Buyer (and
Buyer’s Designee, as applicable), which representations and warranties are qualified as to any matters disclosed on or referred to in the
Disclosure Schedule (subject to Section 8.9 ) accompanying this Agreement:
(a) Organization and Power . Kodak is a corporation duly organized, validly existing and in good standing under the Laws of the
State of New Jersey. Kodak has all requisite corporate power and authority to own the Assigned Patents.
(b) Corporate Authorization . Subject to entry of the Final Sale Order, (i) Kodak has full corporate power and authority to execute
and deliver the Transaction Documents and to perform its obligations thereunder and (ii) the execution, delivery and performance by Kodak of
the Transaction Documents have been duly and validly authorized and no additional corporate authorization or consent is required in connection
therewith.
(c) Approvals; Non-Contravention . Except for the filing of the Supplemental Sale Motion with and the entry of the Final Sale
Order by the Bankruptcy Court, no consent, approval, waiver, authorization or novation is required to be obtained by Kodak from, and, no notice
or filing is required to be given by Kodak to or made by Kodak with, any Person in connection with the execution, delivery and performance by
Kodak of the Transaction Documents. Subject to the entry of the Final Sale Order, the execution, delivery and performance by Kodak of the
Transaction Documents and the consummation of the Transaction, do not and will not: (i) violate any provision of the articles of incorporation,
bylaws or other organizational documents of Kodak, (ii) conflict with, or result in the breach of, or constitute a default under, or result in the
termination, cancellation or acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation of Kodak under,
any Contract to which Kodak is a party or by which any of its assets is bound, or (iii) violate or result in a breach of or constitute a default under
any Law to which Kodak is subject, other than, in the cases of clauses (ii) and (iii), conflicts, breaches, defaults, terminations, cancellations,
accelerations or violations that would not reasonably be expected to be material to the completion of the Transaction. Except (a) objections to the
Conditional Sale Order that were overruled or withdrawn and reservations of rights contained therein and (b) objections to the entry of the Final
Sale Order that have or may be filed with the Bankruptcy Court (and any appeals related to such
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