Kodak 2012 Annual Report Download - page 174

provide any such notice, then promptly thereafter Buyer (and its Designee, as applicable) and Kodak shall each give notice or file or cause their
respective Affiliates to give notice or file, and thereafter each shall use its reasonable best efforts to obtain, any authorizations, consents,
clearances and approvals of Governmental Entities and to clear any waiting or review periods of any Governmental Entities, in each case
required to consummate the Transaction (“ Governmental Approvals ”), and will cooperate with the other party in making any such notices or
filings required to be made by such other party. In connection therewith, Buyer (and its Designee, as applicable) and Kodak shall, and shall cause
their respective Affiliates to, use reasonable best efforts to furnish promptly to each appropriate Governmental Entity any additional information
requested by such Governmental Entity in connection with such filings and shall diligently take, or cooperate in the taking of, all steps that are
necessary or desirable and proper to expedite the termination of any waiting period under Antitrust Laws and to obtain any required
Governmental Approvals.
(b) Kodak, on the one hand, and Buyer (and its Designee, as applicable), on the other hand, shall subject to applicable Law and
except as prohibited by any applicable Governmental Entity: (i) inform the other of, and use reasonable best efforts to include the other in, all
conversations, discussions, hearings or other meetings, whether in person or by telephone, that it or its Representatives has with any
Governmental Entity with respect to the Transaction, and shall not participate in any of the foregoing without first consulting with the other,
(ii) promptly inform the other of any material or written communication from the United States Federal Trade Commission, the United States
Department of Justice or any other Governmental Entity regarding the Transaction and, subject to applicable Law, consult with the other with
respect to such communication, and (iii) keep the other reasonably apprised of the status of matters relating to completion of the Transaction,
including furnishing to the other copies of all correspondence, filings and written communications (and memoranda setting forth the substance
thereof) between it and its Affiliates and its respective Representatives on the one hand, and any Governmental Entity, including any regulatory
authority, or members of their respective staffs on the other hand, with respect to the Transaction. Without in any way limiting the foregoing,
each such party will also consult and cooperate with one another, and consider in good faith the views of one another, in connection with the
analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party to or
for any Governmental Entity in connection with the Transaction. Each such party shall have the right to review in advance, and, to the extent
reasonably practicable, each will consult the other on, all information relating to the other and each of their respective Affiliates that appears in
any filing made with, or written materials submitted to, any Governmental Entity in connection with the Transaction; provided that materials
may be redacted (x) to remove references concerning the valuation of the Assigned Assets, (y) as necessary to comply with contractual
arrangements, and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. If any party or any
Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the
Transaction, then such party will use reasonable best efforts to make, or cause to be made, as soon as possible, an appropriate response in
compliance with such request. This Section 5.5(b) shall not apply with respect to any matter related to the Taxes of one party to the extent that
such matter is not reasonably likely to affect the other party.
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