Kodak 2012 Annual Report Download - page 185

provided , that Buyer shall have the right to terminate this Agreement pursuant to this Section 7.1(c) only for so long as the Supplemental Sale
Motion has not thereafter been filed with the Bankruptcy Court and duly noticed in all material respects in accordance with the Bankruptcy
Rules and any relevant order of the Bankruptcy Court;
(d) by either party, if the Final Sale Order has not been entered by the Bankruptcy Court within forty-five (45) days following the
filing of the Supplemental Sale Motion, provided , that either party shall have the right to terminate this Agreement pursuant to this Section 7.1
(d) only for so long as the Final Sale Order has not thereafter been entered by the Bankruptcy Court;
(e) by Kodak, if all conditions to Closing set forth in Section 6.1 and Section 6.2 have been satisfied or waived by Buyer and Buyer’
s
Designee, as applicable, (other than those conditions that by their nature are to be satisfied by actions taken at the Closing) and Buyer or Buyer’s
Designee, as applicable, breaches its obligations under Section 3.3 and fails to consummate the Transaction by the earlier of the fifth (5
) Business Day after the Closing should have occurred pursuant to Section 3.3 and the Outside Date;
(f) by Buyer, if all conditions to Closing set forth in Section 6.1 and Section 6.3 have been satisfied or waived by Kodak (other than
those conditions that by their nature are to be satisfied by actions taken at the Closing) and Kodak breaches its obligations under Section 3.3 and
fails to consummate the Transaction by the earlier of the fifth (5 ) Business Day after the Closing should have occurred pursuant to Section 3.3
and the Outside Date;
(g) by Kodak if Buyer or Buyer’s Designee, as applicable, breaches or fails to perform any representation, warranty, covenant or
agreement set forth herein or in the Joinder Agreement such that the conditions in Section 6.1 or Section 6.3 are not satisfied and such breach or
failure is incurable or is not cured within twenty (20) days after written notice thereof;
(h) by Buyer if Kodak breaches or fails to perform any representation, warranty, covenant or agreement set forth herein such that the
conditions set forth in Section 6.1 or Section 6.2 are not satisfied and such breach or failure is incurable or is not cured within twenty (20) days
after written notice thereof;
(i) by either party if Closing has not occurred within seventy-five (75) days following the date hereof (the “ Outside Date ”);
provided that the failure of the party seeking to terminate to perform or comply in all material respects with the covenants and agreements of
such party under this Agreement shall not have been the cause of, or resulted in, the failure to consummate the Closing by such date;
(j) by either party in the event that any order of any Governmental Entity restraining, enjoining or otherwise prohibiting the
consummation of the Transaction shall become a Final Order; or
(k) by Buyer, if any Reviewing Creditor (i) revokes in writing such Reviewing Creditor’s statement of consent or non-objection
delivered by such Reviewing Creditor to Buyer simultaneously with the execution of this Agreement for any reason, including (without
limitation) any such revocation taken by a Reviewing Creditor in accordance with the
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