Kodak 2012 Annual Report Download - page 175

(c) In furtherance and not in limitation of Section 5.5(a) , each party hereto will reasonably cooperate with the other and use their
reasonable best efforts to take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable
on its part under this Agreement and applicable Law to avoid the entry of any permanent, preliminary or temporary injunction or other order,
decree, decision, determination or judgment that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Transaction
and to consummate the Transaction in accordance with the terms of this Agreement; provided , however , that (i) in no event shall Buyer (or its
Designee, as applicable) be obligated to make any divestiture or disposition of any ownership interest in any material portion of the assets to be
acquired by it pursuant hereto, (ii) the obligation of Buyer (and its Designee, as applicable) under this Section 5.5 is limited solely to the
Assigned Assets, and does not apply to or require any action with regard to any of the other assets or businesses or contractual relationships of
Buyer (and its Designee, as applicable) or any of its Affiliates and (iii) this Section 5.5 does not apply to matters in respect of receiving
Bankruptcy Court approval of the Transaction.
(d) In the event any Action by any Governmental Entity or other Person is commenced that questions the validity or legality of the
Transaction or this Agreement or seeks damages, an injunction or other similar restraint in connection therewith, the Parties agree to cooperate
and use their reasonable best efforts to defend against and respond thereto, including without limitation by defending any lawsuits or other legal
proceedings, whether judicial or administrative, that challenge this Agreement or the consummation of the Transaction or any other transaction
contemplated hereby, and seeking to have lifted, vacated, or reversed any stay, injunction, temporary restraining order, or other restraint entered
by any court or other Governmental Entity.
(e) In the event that Kodak and Buyer and Buyer’s Designee (as applicable) mutually agree to make any filing with or provide any
notice to any Governmental Entity, each Party shall have responsibility for its respective fees and costs associated with the preparation of the
filings required under antitrust and Transaction control Laws in any other jurisdiction. For all such filings, Buyer and Buyer’s Designee (as
applicable) shall pay the administrative filing fees required by Law.
(f) The covenants under this Section 5.5 shall be subject to, and shall not apply to, any action, effort, filing, consent, proceedings, or
other activity or matter under any Bankruptcy Rules or the Bankruptcy Code (including the Final Sale Order).
Section 5.6 Intercompany Agreements . On or prior to the Closing, Kodak shall use commercially reasonable efforts to amend,
modify or terminate and to cause its Affiliates to amend, modify or terminate any Intercompany Contract, in each case as determined by Kodak,
to exclude the Assigned Assets from such Intercompany Contract.
Section 5.7 Ancillary Agreements . Subject to the entry of the Final Sale Order, at Closing and in accordance with Section 5.14 ,
Kodak and Buyer will, or will cause their respective Affiliates (and in the case of Buyer, its Designee and the Licensees) to, as applicable, enter
into the Kodak DC/KISS Grant-Back License Agreements, the Royalty Assignment Agreements, the Assumption Agreements, the Patent
Assignment Agreements, the Retained
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