Kodak 2012 Annual Report Download - page 169

(f) Finders’ Fees . Except for Allen & Company, Intellectual Ventures Management, LLC, and RPX Corporation, the fees and
expenses of whom will be paid by Buyer, there is no investment banker, broker, finder or other intermediary who has been retained by or is
authorized to act on behalf of Buyer or any Affiliate of Buyer who might be entitled to any fee or commission in connection with the
Transaction.
(g) Good Faith Purchaser . Buyer and, to the knowledge of Buyer, its Designee (if applicable) and each Licensee (i) is a “good
faith” purchaser, as such term is used in the Bankruptcy Code and (ii) is entitled to the protections of section 363(m) of the Bankruptcy Code
with respect to the Transaction and the FlashPoint Settlement Agreement. Buyer and, to the knowledge of Buyer, Buyer’s Designee (if
applicable) and each Licensee has negotiated and entered into this Agreement, the other Transaction Documents and the FlashPoint Settlement
Agreement in compliance with section 363(n) of the Bankruptcy Code and in good faith and without collusion or fraud of any kind.
Section 4.3 Buyer Experience . Buyer is experienced and sophisticated with respect to transactions of the type contemplated by the
Transaction Documents. In consultation with experienced counsel and advisors of its choice, Buyer has conducted its own independent review
and analysis of the Assigned Assets, the Assumed Liabilities, and the rights and obligations it is acquiring and assuming under the Transaction
Documents. Buyer acknowledges that it and its Representatives have been permitted such access to the books and records, contracts and other
properties related to the Assigned Assets as it required to complete its review, and that it and its Representatives have been provided with an
opportunity to meet with the officers and other employees of Kodak, to discuss the conduct of Kodak’s business related to the Assigned Assets.
Section 4.4 No Other Representations or Warranties . Except for the representations and warranties expressly contained in
Section 4.1 , Section 4.2 and Section 4.3 , or, with respect to Buyer’s Designee (as applicable), in the Joinder Agreement, none of Kodak, Buyer,
Buyer’s Designee (as applicable) or any other Person makes any other express or implied representation or warranty to the others. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, AND EXCEPT AS SET FORTH IN SECTION 4.1 , THE ASSIGNED PATENTS
ARE ASSIGNED, “AS IS,”
WITHOUT ANY WARRANTY OF ANY KIND, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS, TO
THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL CONDITIONS OR WARRANTIES OF ANY KIND OR NATURE,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF OR RELATED TO TITLE, NON-
INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OR ENFORCEABILITY.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, NOTHING CONTAINED IN THIS AGREEMENT WILL
CONSTITUTE A LIMITATION OR WAIVER OF ANY PARTY TO ANY CLAIMS FOR FRAUD. Buyer acknowledges and agrees that
Kodak’s representations and warranties contained in Section 4.1(c) insofar as they relate to the HSR Act are being made in reliance upon
Buyer’s representations and warranties contained in Section 4.2(c) and Buyer’s Designee’s (as applicable) representations and warranties
contained in Section 6(c) of the Joinder Agreement and Kodak shall have no liability for any breach of its representations and warranties
contained in the first sentence of Section 4.1(c) to the extent Buyer is in breach of its representations and warranties
-
24
-