Kodak 2012 Annual Report Download - page 168

accelerations or violations that would not materially impair or delay Buyer’s ability to perform its obligations hereunder.
(d) Binding Effect . This Agreement has been duly executed and delivered by Buyer. This Agreement, when executed and delivered
by Kodak, and the other Transaction Documents when executed and delivered at Closing, will constitute the valid and legally binding
obligations of Buyer, enforceable against Buyer in accordance with their respective terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(e) Funding; Solvency .
(i) Buyer has, without the need to obtain any Third Party debt or equity financing, other than as set forth on Schedule 4.2(e) ,
sufficient funds that are free of Liens or other encumbrances to consummate the Transaction and pay the Closing Amount and any
expenses incurred by Buyer in connection with the Transaction, and Buyer otherwise has the resources and capabilities (financial and
otherwise) to perform its obligations under this Agreement and the other Transaction Documents. Buyer is not insolvent and will not be
rendered insolvent as a result of Closing.
(ii) Buyer has delivered to Kodak a true, complete and correct copy of the commitment letter, dated as of December 18, 2012,
between Buyer and the Persons party thereto (such commitment letter, together with the annexes thereto, the “ Funding Commitment ”),
pursuant to which the Persons party thereto have committed, subject to the terms thereof, to fund the cash amounts set forth therein (the “
Third Party Funding ”).
(iii) The Funding Commitments are (A) a legal, valid and binding obligation of Buyer and, to the knowledge of Buyer, each of
the other parties thereto and (B) enforceable in accordance with its terms against Buyer, and, to the knowledge of Buyer, each of the other
parties thereto, in each case, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other
similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in
equity or at law). The Funding Commitments have not been amended or modified and the respective obligations and commitments
contained in the Funding Commitments have not been withdrawn or rescinded in any respect. The Funding Commitments are in full force
and effect.
(iv) To the knowledge of Buyer, there are no conditions precedent or other contingencies related to the funding of the full
amount of the Third Party Funding, other than as set forth in or contemplated by the Funding Commitments. As of the date hereof, no
event has occurred or circumstance exists which, with or without notice, lapse of time or both, would reasonably be expected to
(x) constitute a default or breach on the part of Buyer or, to the knowledge of Buyer, any other Persons party thereto, under the Funding
Commitments or (y) constitute or result in a failure to satisfy any condition precedent set forth in the Funding Commitments assuming
satisfaction or waiver of the conditions set forth in Section 6.1 and Section 6.2 .
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