Kodak 2012 Annual Report Download - page 182

(b) No later than five (5) days prior to the Closing, Buyer shall deliver to Kodak a written statement setting forth in reasonable detail
all Expenses Buyer has incurred, as well as a reasonable estimate of any Expenses likely to be incurred by Buyer from the date on which such
written statement is delivered to Kodak until the Closing, such statement to be accompanied by documentation evidencing all amounts actually
incurred; provided that Buyer shall, promptly at the Closing, deliver an updated statement setting forth in reasonable detail such Expenses as
Buyer has incurred in the interim. Kodak shall have the right to review the detail supporting any statement provided hereunder or any of the
related remittances, and for the purposes of verifying the amounts set forth on such statements or remittances, Buyer shall provide to Kodak any
supporting documentation reasonably requested by Kodak with respect to any such statement or remittance.
Section 5.17 Grant of Bidco DC/KISS Licenses Following an Alternate Transaction Event . In the event that both an Alternate
Transaction Event (as such term is defined in the Funding Commitment) and the Closing occurs, and Kodak brings an Action against the
Breaching Participant(s) (as such term is defined in the Funding Commitment) for breaching the Funding Commitment, then Buyer (and Buyer’
s
Designee, as applicable), hereby agree, during the pendency of such Action, not to grant such Breaching Participant(s) a license, covenant not to
assert, release, immunity or similar right to the Assigned Patents unless directed by Kodak as part of a settlement of such Action (such license a
“Settlement License” ) and, if directed by Kodak, to grant such a Settlement License; provided however (i) any Settlement License must be
substantially similar to the Bidco DC/KISS Patent License Agreement that would have been granted to such Breaching Participant(s) hereunder
but for their breach of the Funding Commitment (but identical with respect to the scope of the rights granted and the license fee contained in
such Bidco DC/KISS Patent License Agreement), (ii) that in the event that any settlement of such Action does not result in a Settlement License,
then Buyer (and Buyer’
s Designee, as applicable) expressly reserves the right to collect patent infringement damages accruing with respect to the
Breaching Participant(s) during the pendency of Action, (iii) this Section 5.17 does not grant or convey any licenses, authorizations or other
rights under any patents or patent applications, whether expressly or by implication, estoppel, reliance or otherwise, all of which are expressly
disclaimed, to the Breaching Participant(s), and (iv) this Section 5.17 does not release or waive any claims Buyer (and Buyer’s designee, as
applicable) may have against the Breaching Participant(s) pursuant to the Funding Commitment.
ARTICLE VI
CONDITIONS TO CLOSING
Section 6.1 Condition to the Obligations of Buyer and Kodak . The obligations of Buyer (and Buyer’s Designee, as applicable)
and of Kodak to effect Closing are subject to the satisfaction or written waiver at or prior to Closing of each of the following conditions:
(a) Final Sale Order . The Final Sale Order will have been entered by the Bankruptcy Court, and following such entry thereof the
Final Sale Order will not have been modified, revised or amended in any respect (except to the extent such modifications, revisions
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