Kodak 2012 Annual Report Download - page 157

“ Successful Bid ” has the meaning set forth in the Conditional Sale Order.
“ Successful Bidder ” has the meaning set forth in the Conditional Sale Order.
“ Supplemental Non-Disclosure Agreements ” means the Supplemental Agreements, dated as of October 25, 2012, between Kodak
and each of Buyer and Buyer’s Designee (as applicable).
“ Supplemental Sale Motion ” means a supplement to the motion, dated June 11, 2012, seeking entry of the Conditional Sale Order,
reasonably satisfactory to Buyer in both form and substance, declaring the Transaction as the Successful Bid and seeking entry of the Final Sale
Order.
“ Tax ” or “ Taxes ” means federal, state, local, foreign or other tax, duty, levy, import fee, assessment or other Governmental Entity
charge, including all income, withholding, excise, sales, use, value added, transfer, stamp, documentary, filing, recordation, property and other
similar taxes or governmental fees (excluding fees and charges payable to governmental patent offices, maintenance fees and prosecution costs),
however denominated, together with any interest and penalties, additions to tax and additional amounts imposed or assessed with respect thereto.
“ Termination Expenses ” means Buyer’s reasonable and documented out-of-pocket costs and expenses, including attorneys’
expenses and advisors’ fees and expenses, incurred in connection with Transaction, such amount not to exceed in the aggregate 2% of the
Aggregate Transaction Value; provided that such amount shall in no event include (a) fees or expenses of any advisors other than attorneys in
excess of One Million Two Hundred Thousand US Dollars ($1,200,000) in the aggregate or (b) any costs or expenses incurred by (i) any
Licensee or its Affiliates, (ii) Buyer’s Designee or its Affiliates (if applicable) or (iii) Buyer in connection with any agreement by Buyer to
reimburse any Licensee, Buyer’s Designee (if applicable) or any other Person.
“ Third Party ” means any Person that is not (a) a party hereto or an Affiliate of a party hereto or (b) a successor (including a
successor to a debtor under a plan of reorganization for purposes of Section 1145 of the Bankruptcy Code) to a party or a trustee, receiver or
administrator of a Debtor or any of its assets or property.
“ Third Party Agreement ” has the meaning set forth in Section 5.12 .
“ Third Party Funding ” has the meaning set forth in Section 4.2(e)(ii) .
“ Transaction ” means (a) the purchase and sale of the Assigned Assets and the license back to Kodak under the Kodak DC/KISS
Grant-Back License Agreements of the Assigned Patents, (b) the execution and delivery of the Bidco DC/KISS Patent License Agreements,
(c) the execution and delivery of the Retained Patents License Agreements, and (d) the assumption by Buyer (or its Designee, as applicable) of
the Assumed Liabilities, all as contemplated by this Agreement.
-
12
-