Kodak 2012 Annual Report Download - page 165

objections), there are no Actions pending or, to Kodak’s Knowledge, threatened against Kodak in writing which seek to prohibit the
consummation of the Transaction.
(d) Binding Effect
. This Agreement has been duly executed and delivered by Kodak. This Agreement, when executed and delivered
by Buyer, and the other Transaction Documents when executed and delivered at Closing, will, upon the entry of the Final Sale Order, constitute
the valid and legally binding obligations of Kodak, enforceable against Kodak in accordance with their respective terms.
(e) Assigned Patents . In each case, except as specifically disclosed in the Electronic Data Room (other than with respect to the first
sentence of Section 4.1(e)(i) , to which such exception shall not apply) or as otherwise qualified in the following representations and warranties:
(i) Subject to the (i) Permitted Encumbrances, and except as set forth on Schedule 4.1(e)(i) , Kodak owns all right, title, and
interest to the Assigned Patents, including, without limitation, all right, title, and interest to sue for infringement of the Assigned Patents.
Kodak has obtained and properly recorded previously executed assignments for the Assigned Patents as necessary to assign to Kodak all
right, title and interest therein in accordance with governing law and regulations in each respective jurisdiction. Except as set forth on
Schedule 4.1(e)(i) , the Assigned Patents are free and clear of all Interests, except for and subject to the Permitted Encumbrances and the
Kodak Retained Rights. Other than as set forth on Schedule 4.1(e)(i) and except for the ITC Proceedings, or any Action pending with or
threatened by Buyer, Buyer’s Designee, FlashPoint or the Licensees or any of their respective Affiliates, there are no actions, suits,
investigations, claims, or proceedings pending or in progress or, to Kodak’s Knowledge, threatened against Kodak in writing, relating to
ownership or title in, or that would otherwise reasonably be expected to be material to Buyer’s (and/or its Designee, as applicable)
ownership of, the Assigned Patents. There are no existing contracts, agreements, options, commitments, or rights with, to, or in any Person
to acquire title in or to any of the Assigned Patents.
(ii) Except as set forth on Schedule 4.1(e)(ii)
and for (A) the Permitted Encumbrances (except for Product Licenses) and (B) the
Kodak Retained Rights, (1) no exclusive licenses, promises, declarations or commitments under the Assigned Patent have been granted or
retained by Kodak or, to Kodak’s Knowledge, any prior owner or any inventor, and, after Closing, none of Kodak or, to Kodak’s
Knowledge, any prior owner or any inventor, will retain any rights or interest in the Assigned Patents; (2) Buyer (and its Designee, as
applicable) will not be subject to any covenant not to sue or similar restrictions on its enforcement of the Assigned Patents as a result of
any prior transaction related to the Assigned Patents; and (3) none of the Assigned Patents are required to be licensed on royalty free,
RAND-Z or other similar royalty-free terms and conditions.
(iii) Except as set forth on Schedule 4.1(e)(iii) , the Scheduled Agreements and the Product Licenses constitute all the licenses
or covenants not to sue granted by Kodak or its Affiliates with respect to the Assigned Patents. Except as set forth on Schedule 4.1(e)(iii) ,
complete copies (including all waivers, schedules and
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