Kodak 2012 Annual Report Download - page 167

(f) Finders’ Fees . Except for Lazard Frères & Co. LLC, the fees and expenses of which will be paid by Kodak, there is no
investment banker, broker, finder or other intermediary who has been retained by or is authorized to act on behalf of Kodak or any Affiliate of
Kodak who might be entitled to any fee or commission in connection with the Transaction.
(g) Compliance with Conditional Sale Order . Kodak has complied in all material respects with the Conditional Sale Order.
(h) Tax Ownership . For U.S. federal income tax purposes, each of the Assigned Patents (and, for the avoidance of doubt, with
respect to the Assigned Patents set forth on Schedule 1.1(f) (Co-Owned Patents), only the interests in such Assigned Patents that are being
assigned hereunder) is (and will be immediately prior to the Closing) owned directly by Kodak.
Section 4.2 Buyer’s Representations and Warranties . Buyer makes the following representations and warranties to Kodak:
(a) Organization and Power . Buyer is a limited liability company duly organized, validly existing and in good standing under the
Laws of the State of Delaware. Buyer has all requisite corporate power and authority to carry on its business as now conducted.
(b) Authorization . Buyer has full power and authority to execute and deliver the Transaction Documents and to perform its
obligations thereunder. The execution, delivery and performance by Buyer of the Transaction Documents have been duly and validly authorized
and no additional authorization or consent is required in connection therewith.
(c) Approvals; Non-Contravention . No consent, approval, waiver, authorization or novation is required to be obtained by Buyer
from, and no notice or filing is required to be given by Buyer to or made by Buyer with, any Person in connection with the execution, delivery
and performance by Buyer of the Transaction Documents. Buyer has determined: (i) in good faith that the fair market value of the Assigned
Assets does not exceed the HSR Act size of transaction threshold as set forth in 15 U.S.C. §18a (a)(2), as adjusted (excluding the value of any
assets that Buyer has determined are exempt under the HSR Act); (ii) that the Closing Amount as allocated to the Assigned Assets will not
exceed the HSR Act size of transaction threshold as set forth in 15 U.S.C. §18a (a)(2), as adjusted (excluding the value of any assets that Buyer
has determined are exempt under the HSR Act); (iii) no notification under the HSR Act is required to be filed by Buyer or Kodak; and (iv) no
filings, clearances or approvals are required to be made by Buyer with any other U.S. or foreign Governmental Entity prior to closing the
Transaction, other than the entry of the Final Sale Order. The execution, delivery and performance by Buyer of the Transaction Documents and
the consummation of the Transaction, do not and will not: (x) violate any provision of the articles of incorporation, bylaws or other
organizational documents of Buyer, (y) 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 Buyer under, any
Contract to which Buyer is a party or by which any of its assets is bound, or (z) violate or result in a breach of or constitute a default under any
Law to which Buyer is subject, other than, in the cases of clauses (y) and (z), conflicts, breaches, defaults, terminations, cancellations,
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