Kodak 2012 Annual Report Download - page 176

Patents License Agreements and the Bidco DC/KISS Patent License Agreements and such other agreements as agreed to by the parties (each an
“Ancillary Agreement” and collectively, the “Ancillary Agreements” ). Following Closing, Kodak shall not (i) assign, transfer, amend, modify,
reject or terminate any Bidco DC/KISS Patent License Agreement or (ii) reject any Retained Patents License Agreement. For the avoidance of
doubt, the entry into any Ancillary Agreement by Kodak or Buyer or Buyer’s Designee (as applicable) will not be deemed a breach of any
representation, warranty or covenant of Kodak or Buyer contained in this Agreement, or in the case of Buyer’s Designee (as applicable), the
applicable Joinder Agreement.
Section 5.8 Taxes and Other Fees .
(a) Buyer (and its Designee, as applicable) will bear, pay and be solely liable for all federal, state, local, or foreign excise, sales, use,
value added, transfer, stamp, documentary, filing, recordation and other similar taxes or governmental fees (including fees to record any
assignments to Assigned Patents in any jurisdictions) that may be imposed or assessed as a result of the Transaction (including, for the avoidance
of doubt, such taxes and governmental fees imposed or assessed on the transfer of the Patent Documents, and excluding any and all taxes,
customs and duties which may be levied, assessed or imposed in connection with the Bidco DC/KISS Patent License Agreements or payments
required thereunder, which shall be payable as provided thereunder), together with any interest, additions or penalties with respect thereto and
any interest in respect of such additions or penalties (“ Transfer Tax ” and “ Transfer Taxes ”). Except in the case of Transfer Taxes required to
be collected, remitted or paid by Kodak or any Affiliate, representative or agent thereof (which shall be paid by Buyer (or its Designee, as
applicable) to Kodak at least three (3) Business Days prior to their due date, provided that Buyer (or its Designee, as applicable) has received a
written notice from Kodak that such Transfer Taxes are due and payable and the due date therefor, and shall be remitted by Kodak to the
appropriate taxing authorities), Buyer (or its Designee, as applicable) will timely remit to the appropriate taxing authorities all Transfer Taxes as
required by Law to the extent imposed on the payment of the Closing Amount or the Deposit to Kodak, and will provide Kodak with written
evidence that such payment was made. Kodak and Buyer (and its Designee, as applicable) will cooperate fully with each other and take all
commercially reasonable steps to legitimately obtain a reduction or elimination of, or credit for, any Transfer Taxes arising from the Transaction,
including with respect to delivery location.
(b) Each payment made by Buyer (or its Designee, as applicable) to Kodak under this Agreement and the Ancillary Agreements
(including the Closing Amount, the License Fees and the Deposit) shall be made without withholding or deduction for any Taxes, unless such
withholding or deduction is required by Law. Amounts so withheld or deducted shall be treated for all purposes of this Agreement and the
Ancillary Agreements as having been paid to Kodak, except in the case of amounts withheld for Transfer Taxes. Notwithstanding the preceding
sentence, if any amount is required to be withheld or deducted by Law, the amount payable or deposited by Buyer or its Designee (as applicable)
shall be increased as necessary so that, net of such withholding or deduction, the applicable recipient receives the amount it would have received
had no such withholding or deduction been made. Kodak and Buyer (and Buyer’s Designee, as applicable) will cooperate fully with each other
and take all commercially reasonable steps to (i) file certificates and other documentation with Taxing authorities, and (ii) provide all
information, witnesses, materials, documents and pertinent records requested by the
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