Kodak 2012 Annual Report Download - page 184
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Please find page 184 of the 2012 Kodak annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.-
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and Buyer’s Designee, as applicable, will have delivered to Kodak a certificate of an authorized officer of Buyer and Buyer’s Designee, as
applicable, to the effect that the condition specified in the immediately prior sentence is satisfied.
(b) Covenants . The covenants and agreements of Buyer and Buyer’s Designee, as applicable, to be performed prior to Closing will
have been duly performed in all material respects. Buyer and Buyer’s Designee, as applicable, will have delivered to Kodak a certificate of an
authorized officer of Buyer and Buyer’s Designee, as applicable, to the effect that the condition specified in the immediately prior sentence is
satisfied.
(c) Ancillary Agreements . Buyer and Buyer’s Designee, as applicable, will have duly executed and delivered each Ancillary
Agreement to which it is a party and each Ancillary Agreement shall be in full force and effect.
(d) Payment . Kodak shall have received in full the Closing Amount and the License Fees including the release of the Deposit in
accordance with the terms of the Escrow Agreement, in each case as provided in this Agreement.
(e) Closing Deliveries . The closing deliveries set forth in Section 3.3(b) will have been made.
(f) Additional Closing Deliveries . At Closing, Buyer and Buyer’s Designee, as applicable, will deliver to Kodak such other
instruments or documents, in form and substance reasonably acceptable to Kodak, as may be necessary to effect Closing.
(g) FlashPoint Settlement . The FlashPoint Settlement Agreement, which resolves FlashPoint’s claims with respect to the Assigned
Patents, shall be in full force and effect, and FlashPoint shall have confirmed receipt of the FlashPoint Settlement Amount in accordance with
Section 3.3(b)(ii) .
ARTICLE VII
TERMINATION
Section 7.1 Termination . This Agreement may be terminated (in each case in the following clauses (b) – (j), by written notice from
the terminating party to the other party) at any time prior to Closing as follows:
(a) by mutual written agreement of Buyer and Kodak;
(b) by either party, at any time prior to the entry of the Final Sale Order, upon or following the date that a Final Order of the
Bankruptcy Court or any court with appellate jurisdiction therefrom shall be entered vacating or reversing in any material respect the Conditional
Sale Order;
(c) by Buyer, if the Supplemental Sale Motion has not been filed with the Bankruptcy Court within five (5) days of the date hereof
and duly noticed in all material respects in accordance with the Bankruptcy Rules and any relevant order of the Bankruptcy Court,
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