Kodak 2012 Annual Report Download - page 192

matter, any state court within New York County of the State of New York) for any actions, suits or proceedings arising out of or relating to this
Agreement or the Transaction (and each party agrees not to commence any action, suit or proceeding relating thereto except in such courts), and
each party further agrees that service of any process, summons, notice or document by a nationally recognized overnight courier service to its
respective address set forth in Section 8.1 shall be effective service of process for any action, suit or proceeding brought against it in any such
court.
Section 8.11 No Presumption . The parties agree that this Agreement was negotiated fairly between them at arm’s-length and that
the final terms of this Agreement are the product of the parties’ negotiations. Each party represents and warrants that it has sought and received
experienced legal counsel of its own choosing with regard to the contents of this Agreement and the rights and obligations affected hereby. The
parties agree that this Agreement shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Agreement
therefore should not be construed against a party on the grounds that such party drafted or was more responsible for drafting the provisions.
Section 8.12 No Set-off, Deduction or Counterclaim . Except as expressly provided in Section 3.2 with respect to the Deposit,
every payment payable by either party under this Agreement or under any of the other Transaction Documents shall be made in full without any
avoidance, reduction, setoff, recoupment, offset, recharacterization, subordination (whether equitable, contractual, or otherwise), counterclaims,
cross-claims, defenses, disallowance, impairment, or any other challenges howsoever arising and shall be free and clear of, and without
deduction of, or withholding for, any amount which is due and payable to such party by the other party whether under this Agreement or under
any of the other Transaction Documents or otherwise.
Section 8.13 Severability . If any provision of this Agreement is determined to be invalid or unenforceable, the validity or
enforceability of the other provisions or of this Agreement as a whole will not be affected; and, in such event, such provision will be deemed
revised and interpreted so as best to accomplish the objectives of such provision within the limits of applicable Law.
Section 8.14 Bulk Sales Law
. Subject to the entry of the Final Sale Order, each party waives compliance by the other party with any
applicable bulk sales Law.
Section 8.15 No Third Party Beneficiaries . Nothing in this Agreement, express or implied, is intended to, and shall not, confer
upon any Person other than Buyer, Buyer’s Designee, Kodak, the Indemnified Parties and their respective successors, legal representatives and
permitted assigns, any legal or equitable rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.
Section 8.16 Entire Agreement . This Agreement, together with the Ancillary Agreements, the Buyer Non-Disclosure Agreement
(and the Designee Non-Disclosure Agreement, as applicable), the Licensee Supplemental NDAs and the FlashPoint Agreements, contain the
entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or
written, with respect to such matters.
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