Kodak 2012 Annual Report Download - page 170

contained in Section 4.2(c) or Buyer’s Designee (as applicable) is in breach of its representations and warranties contained in Section 6(c) of the
Joinder Agreement.
ARTICLE V
CERTAIN COVENANTS
Section 5.1 Bankruptcy Court Approval .
(a) Kodak will, (i) within five days following the execution and delivery of this Agreement, file and serve the Supplemental Sale
Motion and serve the Notice of Final Sale Hearing, together with the proposed Final Sale Order and a copy of the Transaction Documents and
the FlashPoint Agreements (with any redactions as Kodak and Buyer mutually deem appropriate in accordance with Bankruptcy Rule 9018 and
the Conditional Sale Order), upon the Sale Notice Parties and any other party requested by Buyer in accordance with the Case Management
Procedures at least fourteen (14) days prior to the Final Sale Hearing and (ii) in consultation with Buyer and each Licensee, use its reasonable
best efforts to (x) respond to and resolve all timely objections to the entry of the Final Sale Order and (y) obtain entry of the Final Sale Order
within thirty (30) days following the filing of the Supplemental Sale Motion. Buyer will use its reasonable best efforts to assist in obtaining entry
of the Final Sale Order, including furnishing or filing affidavits or declarations with the Bankruptcy Court for the purpose of obtaining entry of
the Final Sale Order. Buyer and Buyer’
s Designee (as applicable), shall not, without the prior written consent of Kodak, file, join in, or otherwise
support or encourage in any manner whatsoever any motion or other pleading relating to the sale of the Assigned Assets hereunder. In the event
that an appeal is taken or a stay pending appeal is requested with respect to the Final Sale Order, Kodak shall promptly notify Buyer of such
appeal or stay request and shall promptly provide to Buyer a copy of the related notice(s) or order(s). Kodak, Buyer and Buyer’s Designee, as
applicable, shall use their reasonable best efforts to defend any such appeal or stay request.
(b) From and after the date hereof, Kodak shall provide reasonable prior notice (in no event less than two (2) days) before filing any
materials with the Bankruptcy Court that relate in any material respect to this Agreement, the Transaction, the Transaction Documents, Buyer,
Buyer’s Designee (as applicable), or the Final Sale Order (other than any materials filed in connection with the adversary proceeding captioned
Eastman Kodak Co. v. Apple Inc. ( In re Eastman Kodak Co. ), Adv. Proc. 12-01720 (ALG), (Bankr. S.D.N.Y., filed June 18, 2012)), and shall
consult in good faith with Buyer (and its Designee, as applicable, to the extent relating to Buyer’s Designee) regarding the content of such
materials and which portions of such material shall be redacted prior to any such filing. Kodak shall not file with the Bankruptcy Court (except
under seal) or otherwise make public any unredacted Transaction Documents or the content of any redacted portions of the Transaction
Documents without the prior written consent of Buyer (and its Designee, as applicable, to the extent relating to Buyer’s Designee).
Section 5.2 Pre-Closing Access . Prior to Closing, Kodak will, and will cause its Affiliates to, (i) continue to permit Buyer and its
Representatives to have access to the materials in the Electronic Data Room on the terms and conditions set forth in the Non-Disclosure
Agreement between Kodak and Buyer dated September 16, 2011, as amended or
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