Kodak 2012 Annual Report Download - page 166

amendments) of all Scheduled Agreements (except to the extent disclosure of the terms or existence of a Contract is prohibited), have been
made available to certain of Buyer’s and its Designee’s representatives in the Electronic Data Room.
(iv) Except as disclosed in Schedule 4.1(e)(iv) , Kodak has not been notified in writing that it is in material breach of any
Scheduled Agreement where such material breach would reasonably be expected to adversely affect Buyer’s (or its Designee’s, as
applicable) rights in or to the Assigned Patents, nor has Kodak been notified in writing within the past six months of the other party’s
intention to terminate, amend or modify in any respect any such Scheduled Agreement where such termination, amendment or
modification would reasonably be expected to adversely affect Buyer’s (or its Designee’s, as applicable) rights in or to the Assigned
Patents.
(v) Except as set forth on Schedule 4.1(e)(v) and except for the ITC Proceedings and any assertion or claim made by Buyer,
Buyer’s Designee, FlashPoint or the Licensees or any of their respective Affiliates, there has been no assertion or claim made in writing to
Kodak during the past two (2) years preceding the date of this Agreement asserting invalidity, misuse or unenforceability of the Assigned
Patents or challenging Kodak’s right to use, right to transfer, or exclusive ownership of the Assigned Patents.
(vi) Except as set forth on Schedule 4.1(e)(vi) , each of the registrations for the Assigned Patents is currently in good standing
and subsisting. All fees and charges payable to governmental patent offices, maintenance fees, prosecution costs, annuities, and the like
due or payable on the Assigned Patents have been timely paid. For the avoidance of doubt, such timely payment includes payment of any
maintenance fees for which the fee is payable (e.g., the fee payment window opens) even if the surcharge date or final deadline for
payment of such fee would be in the future. If any of the Assigned Patents are terminally disclaimed to another Patent as of three
(3) Business Days prior to the Closing Date, all Patents subject to such terminal disclaimer will be included in the Assigned Patents, except
for those Patents set forth on Schedule 4.1(e)(vi) .
(vii) As of the date hereof and as of the Closing, except as set forth on Schedule 4.1(e)(vii) and 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 is no
Action pending or threatened in writing before any Governmental Entity against Kodak involving the Assigned Patents.
(viii) All of Kodak’s commitments to SSOs relating to the Assigned Patents are set forth on Schedule 1.1(e) , and Kodak has
furnished, to the extent in Kodak’s possession, to Buyer (and its Designee, as applicable) all copies of all SSO membership agreements or
founder agreements (to the extent Kodak is the founding entity of the SSO) to which Kodak is a party, all by-laws and policies for such
SSOs, and all written declarations by Kodak to such SSOs and all agreements between Kodak and such SSOs under which Kodak has
granted or waived any rights with respect to the Assigned Patents.
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