Kodak 2012 Annual Report Download - page 172

(a) Each of Kodak and Buyer (and Buyer’s Designee, as applicable) will use commercially reasonable efforts to take all actions and
to do all things necessary, proper, or advisable in order to consummate and make effective the Transaction and the FlashPoint Settlement
Agreement (including satisfaction, but not waiver, of the closing conditions set forth in Article VI ).
(b) Without further consideration, each of Kodak and Buyer (and Buyer’s Designee, as applicable) will execute and deliver any
documents, instruments or conveyances of any kind and take all other actions which may be reasonably necessary or advisable to carry out the
intent of this Agreement, the Transaction, the FlashPoint Settlement Agreement and the other transactions contemplated hereby, including the
execution and delivery by Kodak (within thirty (30) days following the Closing) of jurisdiction-specific assignments, suitable for recordation in
the relevant jurisdiction, of the Assigned Patents and jurisdiction-specific Patent Powers of Attorney. Notwithstanding anything to the contrary
in this Agreement, preparation, recordation and registration of any assignment documents evidencing the assignment of the Assigned Patents
from Kodak to Buyer (or its Designee, as applicable), and any jurisdiction-specific Patent Powers of Attorney, will be Buyer’s (or its Designee’
s,
as applicable) responsibility and at its sole cost and expense. Buyer (or its Designee, as applicable) shall provide reasonable written confirmation
to any licensee of any Assigned Patent who so requests in writing from Buyer (or its Designee, as applicable) such confirmation within one
(1) year after the Closing Date pursuant to a Scheduled Agreement that provides such licensee with the right to receive such confirmation that
Buyer’s (or its Designee’s, as applicable) rights in the Assigned Patents are subject to the licenses, covenants not to assert and other rights
granted by Kodak under such Assigned Patents to the extent constituting Permitted Encumbrances.
(c) Following the Closing, Kodak will use commercially reasonable efforts to take such actions as Buyer (or its Designee, as
applicable) may reasonably request in writing to assist Buyer (or its Designee, as applicable) in enforcing Buyer’s (or its Designee’s, as
applicable) rights in any of the Assigned Assets, in each case at Buyer’s (or its Designee’s, as applicable) sole cost and expense, including
(i) using commercially reasonable efforts to do all things necessary, proper and advisable to transfer to Buyer (or its Designee, as applicable)
control of any Action alleging infringement of the Assigned Assets, including with respect to the Apple Disputed Patents and the FlashPoint
Disputed Patents, (ii) being joined as a party to any Action in connection with the enforcement of any of the Assigned Assets if such joinder is
necessary under applicable Law to effect such enforcement, (iii) not intentionally hindering Buyer’s (or its Designee’s, as applicable) access to
Kodak’s former employees, and (iv) making Kodak’s employees available at reasonable times, upon reasonable notice and for reasonable
periods in connection with any Action for the enforcement of any of the Assigned Assets (including to provide testimony as necessary). Buyer
(or its Designee, as applicable) shall (x) reimburse Kodak and its employees for all expenses incurred by them in connection with their taking
any such action contemplated by this Section 5.4(c) , (y) reimburse to Kodak for any employee time spent away from such employee’s ordinary
duties at a rate of $300/hour, increased each year starting in 2014 by the U.S. Consumer Price Index for the immediately preceding year and
(z) indemnify and hold Kodak (except, in the case of Kodak, with respect to the Excluded Liabilities) and each such employee and former
employee harmless from, against and in respect of any and all losses, costs, damages or expenses, including attorneys’ fees, imposed on,
sustained by, incurred or suffered by, or asserted against Kodak or any such
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