Common use of Sales and Other Transactions Clause in Contracts

Sales and Other Transactions. Dispose of, or permit any of its Restricted Subsidiaries to Dispose of any assets (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”), other than the following, provided, that, such action permitted by any clause below shall be permitted under this Section 5.02(e), notwithstanding that such action would not be permitted by any other clause: (i) Dispositions of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire the Inventory in the ordinary course of business, (ii) Dispositions of cash and Cash Equivalents in the ordinary course of business, (iii) Dispositions in a transaction authorized by Section 5.02(b), (iv) Dispositions of obsolete or worn out property or property no longer used or useful other than Eligible Equipment, (v) Dispositions set forth on Schedule 5.02(e), (vi) Dispositions of assets among the Company and its Subsidiaries, provided, that, any such sales, transfers or Dispositions of assets shall be made in compliance with Section 5.01(k), and (vii) other Dispositions of assets, provided, that, (A) if such assets (other than machinery or equipment) constitute Collateral that is included in the Borrowing Base, the Company shall provide a Borrowing Base Certificate to the Agent reflecting the revised Borrowing Base giving effect to such sale, conveyance, transfer, lease or other Disposition or (B) if any such property or assets are comprised of machinery and equipment which is Eligible Equipment, then the Company shall deliver to the Agent a pro forma Borrowing Base Certificate giving effect to any such Dispositions prior to such occurrence, and evidencing that no Overadvance shall exist after giving effect to any such Disposition, and a certificate to the Agent indicating which assets constituting Eligible Equipment and other Collateral are being Disposed.

Sales and Other Transactions. Dispose of, or permit any of its Restricted Subsidiaries to Dispose of any assets (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”), other than the following, provided, that, such action permitted by any clause below shall be permitted under this Section 5.02(e), notwithstanding that such action would not be permitted by any other clause: (i) Dispositions of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire the Inventory in the ordinary course of business, (ii) Dispositions of cash and Cash Equivalents in the ordinary course of business, (iii) Dispositions in a transaction authorized by Section 5.02(b), (iv) Dispositions of obsolete or worn out property or property no longer used or useful other than Eligible Equipment, (v) Dispositions set forth on Schedule 5.02(e)[reserved], (vi) Dispositions of assets among to the Company and its SubsidiariesBorrower or a Restricted Subsidiary, provided, that, any such sales, transfers or Dispositions of assets shall be made in compliance with Section 5.01(k), and, (vii) other Dispositions of assetsassets for fair market value, provided that the Borrower or any of its Restricted Subsidiaries shall receive not less than 75% of total consideration expected to be received for such sale, transfer or other disposition in the form of Cash and Cash Equivalents (in each case, free and clear of all Liens at the time received); provided, that, the value of (A) if such assets (other than machinery or equipment) constitute Collateral that is included in the Borrowing Baseretained licenses, the Company shall provide a Borrowing Base Certificate licenses back to the Agent reflecting the revised Borrowing Base giving effect Borrower or its Restricted Subsidiaries (as a licensee) and covenants not-to-sue with respect to software or Intellectual Property that are incidental to such sale, conveyance, transfer, lease transfer or other Disposition or and received in the ordinary course for such transactions and (B) if the surrender, waiver, settlement, compromise or release of any such property claim against the Borrower or assets are comprised any of machinery its Restricted Subsidiaries in connection therewith shall be excluded in determining whether 75% of the consideration received is in the form of Cash and equipment which is Eligible EquipmentCash Equivalents; provided that Designated Non-Cash Consideration, then the Company shall deliver together with Designated Non-Cash Consideration deemed cash pursuant to the Agent last proviso to Section 5.02(e), in an amount up to $2,500,000 for any individual Disposition and $5,000,000 in the aggregate for all Dispositions during the term of this Agreement shall be deemed cash for these purposes; provided further that this clause (vii) shall not permit Dispositions of the Equity Interests of any Subsidiary other than (1) in connection with the sale of substantially all Equity Interests of such Subsidiary permitted under this Agreement. Notwithstanding anything to the contrary herein, (i) all Dispositions permitted hereby shall be made for fair value and (ii) at least seventy-five percent (75%) consideration consisting of Cash and Cash Equivalents; provided, that, the value of (x) retained licenses, licenses back to the Borrower or its Restricted Subsidiaries (as a pro forma Borrowing Base Certificate giving effect licensee) and covenants not-to-sue with respect to software or Intellectual Property that are incidental to such sale, transfer or other Disposition and received in the ordinary course for such transactions and (y) the surrender, waiver, settlement, compromise or release of any claim against the Borrower or any of its Restricted Subsidiaries in connection therewith shall be excluded in determining whether 75% of the consideration received is in the form of Cash and Cash Equivalents; provided further that at the option of the Borrower, with respect to any such Dispositions prior to such occurrence, and evidencing that no Overadvance shall exist after giving effect to any such Disposition, and a certificate Designated Non-Cash Consideration, together with Designated Non-Cash Consideration deemed cash pursuant to Section 5.02(e)(vii), in an amount up to $5,000,000 in the Agent indicating which assets constituting Eligible Equipment and other Collateral are being Disposedaggregate shall be deemed cash for these purposes.

Sales and Other Transactions. Dispose Sell, convey, transfer, lease or otherwise dispose of, or permit any of its Restricted Subsidiaries to Dispose sell, convey, transfer, lease or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire, or permit any of its Subsidiaries to grant any assets (including by an allocation of assets among newly divided limited liability companies pursuant option or other right to a “plan of division”)purchase, lease or otherwise acquire, any assets, other than the following, provided, that, provided that such action permitted by any clause below shall be permitted under this Section 5.02(e), notwithstanding that such action would not be permitted by any other clause: (i) Dispositions sales of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire the Inventory in the ordinary course of its business, (ii) Dispositions of cash and Cash Equivalents in the ordinary course of business, (iii) Dispositions in a transaction authorized by Section 5.02(b), (iviii) Dispositions sales of obsolete or worn worn-out property or property no longer used or useful other than Eligible Equipmentuseful, (viv) Dispositions set forth on Schedule 5.02(e), (vi) Dispositions sales, transfers or other dispositions of assets among the Company and its Subsidiariesthe US Subsidiary Guarantors or among Kodak Canada and the Canadian Subsidiary Guarantors, provided, that, any such and (v) other sales, transfers or Dispositions of assets shall be made in compliance with Section 5.01(k), and (vii) other Dispositions dispositions of assets, provided, that, (Ax) if such assets (other than machinery or equipment) constitute Collateral that is included in the Borrowing Base, the Company shall provide a Borrowing Base Certificate to the Agent reflecting the revised Borrowing Base giving effect to such sale, conveyance, transfer, lease or other Disposition or disposition, (By) if any such property or assets are comprised of machinery and equipment, to the extent that the net book value of such machinery and equipment which is Eligible Equipmentin any year exceeds $5,000,000 in the aggregate and constitutes Collateral, then the Company shall deliver to the Agent a pro forma Borrowing Base Certificate giving effect to any such Dispositions prior to such occurrencedispositions and (z) if the Net Cash Proceeds of any sale, and evidencing that no Overadvance lease or other disposition of assets in accordance with this Section 5.02(e)(v)(y) shall exist after giving effect to any such Dispositionexceed $25,000,000, and the Company shall provide a certificate to the Agent indicating which whether such assets constituting Eligible Equipment and other constitute Collateral are being Disposedthat is included in the Borrowing Base.

Sales and Other Transactions. Dispose Sell, convey, transfer, lease or otherwise dispose of, or permit any of its Restricted Subsidiaries to Dispose sell, convey, transfer, lease or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire, or permit any of its Subsidiaries to grant any assets (including by an allocation of assets among newly divided limited liability companies pursuant option or other right to a “plan of division”)purchase, lease or otherwise acquire, any assets, other than the following, provided, that, provided that such action permitted by any clause below shall be permitted under this Section 5.02(e), notwithstanding that such action would not be permitted by any other clause: (i) Dispositions sales of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire the Inventory in the ordinary course of its business, (ii) Dispositions of cash and Cash Equivalents in the ordinary course of business, (iii) Dispositions in a transaction authorized by Section 5.02(b), (iviii) Dispositions sales of obsolete or worn worn-out property or property no longer used or useful useful, (iv) sales, transfers or other than Eligible Equipmentdispositions of assets (x) among the US Loan Parties, (y) among the Canadian Loan Parties and (z) among Subsidiaries of the Company that are not Loan Parties or from such Subsidiaries to Loan Parties, (v) Dispositions set forth on Schedule 5.02(eInvestments permitted under Section 5.02(i), (vi) Dispositions of assets among the Company and its Subsidiaries, provided, that, any such other sales, transfers or Dispositions of assets shall be made in compliance with Section 5.01(k), and (vii) other Dispositions dispositions of assets, provided, that, that (A) if such assets (other than machinery or equipment) constitute Collateral that is included in the Borrowing Base, the Company shall provide a Borrowing Base Certificate to the Agent reflecting the revised Borrowing Base giving effect to such sale, conveyance, transfer, lease or other Disposition or disposition, (B) if any such property or assets are comprised of machinery and equipment, to the extent that the net TOC book value of such machinery and equipment which is Eligible Equipmentin any year exceeds $5,000,000 in the aggregate and constitutes Collateral, then the Company shall deliver to the Agent a pro forma Borrowing Base Certificate giving effect to any such Dispositions prior to such occurrencedispositions, and evidencing that no Overadvance shall exist after giving effect to (C) if the Net Cash Proceeds of any such Dispositionsale, and lease or other disposition of assets in accordance with this Section 5.02(e)(vi) shall exceed $10,000,000, the Company shall provide a certificate to the Agent indicating which whether such assets constituting Eligible Equipment constitute Collateral that is included in the Borrowing Base and (D) the Company or any of its Subsidiaries shall receive not less than 75% of the consideration for such sale, transfer or other disposition in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received); provided, that, with respect to Intellectual Property, the value of licenses to the Company or its Subsidiaries (as a licensee) shall be excluded from determining whether 75% of such consideration is in the form of cash or Cash Equivalents; provided further, that, except for intercompany licenses in the ordinary course of business, no sale, transfer or other disposition of any assets that are included in the Digital Imaging Patent Portfolio and that constitute Collateral are being Disposedshall be permitted to made under this clause (vi) to any Subsidiary of the Company that is not a US Loan Party.

Sales and Other Transactions. Dispose Sell, convey, transfer, lease or otherwise dispose of, or permit any of its Restricted Subsidiaries to Dispose of sell, convey, transfer, lease or otherwise dispose of, any assets (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”)assets, other than the following, provided, that, provided that such action permitted by any clause below shall be permitted under this Section 5.02(e), notwithstanding that such action would not be permitted by any other clause: (i) Dispositions sales of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire the Inventory in the ordinary course of business, (ii) Dispositions of cash and Cash Equivalents in the ordinary course of business, (iii) Dispositions in a transaction authorized by Section 5.02(b), (iviii) Dispositions sales of obsolete or worn worn-out property or property no longer used or useful useful, 9 Insert the aggregate principal amount of term loans to be outstanding under the DIP Term Loan Agreement on the Effective Date; provided, that such amount shall not exceed $848,200,000. (iv) sales, transfers or other than Eligible Equipmentdispositions of assets (x) among the Loan Parties or (y) among Subsidiaries of the Borrower that are not Loan Parties or from such Subsidiaries to Loan Parties, (v) Dispositions set forth on Schedule 5.02(eInvestments permitted under Section 5.02(i), (vi) Dispositions of assets among the Company and its Subsidiaries, provided, that, any such sales, transfers or Dispositions other dispositions of assets shall be made accounts receivable not constituting ABL Priority Collateral by Non-US Subsidiaries in compliance with Section 5.01(k), andthe ordinary course of business, (vii) other Dispositions sales, transfers or other dispositions of assetsassets (excluding the Specified Sale) for fair market value, provided, that, that (A) if such assets (other than machinery or equipment) constitute Collateral that is included in the Borrowing Base, the Company Borrower shall provide a Borrowing Base Certificate to the Collateral Agent reflecting the revised Borrowing Base giving effect to such sale, conveyance, transfer, lease or other Disposition or disposition, (B) if the Net Cash Proceeds of any such property sale, lease or other disposition of assets are comprised in accordance with this Section 5.02(e)(vii) shall exceed $10,000,000, the Borrower shall provide a certificate to the Collateral Agent indicating whether such assets constitute Collateral that is included in the Borrowing Base and (C) except in the case of machinery sales, transfers or other dispositions of Intellectual Property not constituting ABL Priority Collateral, the Borrower or any of its Subsidiaries shall receive not less than 75% of the consideration for such sale, transfer or other disposition in the form of cash or Cash Equivalents (in each case, free and equipment which clear of all Liens at the time received); provided, that, with respect to Intellectual Property, the value of licenses to the Borrower or its Subsidiaries (as a licensee) shall be excluded from determining whether 75% of such consideration is Eligible Equipmentin the form of cash or Cash Equivalents, (viii) the consummation of the Specified Sale; provided, that both immediately before and after giving effect thereto and giving effect to the use of proceeds thereof (x) no Default shall have occurred and be continuing, (y) the sum of (1) the aggregate principal amount of the Revolving Loans owed by the Borrower and then outstanding plus (2) the Company aggregate Letter of Credit Obligations then outstanding shall deliver not exceed the Line Cap and (z) the Borrower shall have delivered to the Agent a pro forma Borrowing Base Certificate giving effect to any such Dispositions prior to such occurrence, and evidencing that no Overadvance shall exist after giving effect to any such Disposition, and certificate of a certificate Responsible Officer demonstrating compliance with the preceding clause (y), (ix) an exclusive license of Intellectual Property in the ophthalmological field, (x) the sale of certain real property pursuant to the Agent indicating which assets constituting Eligible Equipment Harrow Sale, and (xi) (a) leases of real property located at Xxxxxxx Business Park in Rochester, NY and (b) other Collateral are being Disposedleases of real property in the ordinary course of business.

Sales and Other Transactions. Dispose Sell, convey, transfer, lease or otherwise dispose of, or permit any of its Restricted Subsidiaries to Dispose sell, convey, transfer, lease or otherwise dispose of, any assets, or grant any option or other right to purchase, lease or otherwise acquire, or permit any of its Subsidiaries to grant any assets (including by an allocation of assets among newly divided limited liability companies pursuant option or other right to a “plan of division”)purchase, lease or otherwise acquire, any assets, other than the following, provided, that, provided that such action permitted by any clause below shall be permitted under this Section 5.02(e), notwithstanding that such action would not be permitted by any other clause: (i) Dispositions sales of Inventory in the ordinary course of its business and the granting of any option or other right to purchase, lease or otherwise acquire the Inventory in the ordinary course of its business, (ii) Dispositions of cash and Cash Equivalents in the ordinary course of business, (iii) Dispositions in a transaction authorized by Section 5.02(b), (iviii) Dispositions sales of obsolete or worn worn-out property or property no longer used or useful useful, (iv) sales, transfers or other than Eligible Equipmentdispositions of assets (x) among the US Loan Parties, (y) among the Canadian Loan Parties and (z) among Subsidiaries of the Company that are not Loan Parties or from such Subsidiaries to Loan Parties, (v) Dispositions set forth on Schedule 5.02(eInvestments permitted under Section 5.02(i), (vi) Dispositions of assets among the Company and its Subsidiaries, provided, that, any such other sales, transfers or Dispositions of assets shall be made in compliance with Section 5.01(k), and (vii) other Dispositions dispositions of assets, provided, that, that (A) if such assets (other than machinery or equipment) constitute Collateral that is included in the Borrowing Base, the Company shall provide a Borrowing Base Certificate to the Agent reflecting the revised Borrowing Base giving effect to such sale, conveyance, transfer, lease or other Disposition or disposition, (B) if any such property or assets are comprised of machinery and equipment, to the extent that the net book value of such machinery and equipment which is Eligible Equipmentin any year exceeds $5,000,000 in the aggregate and constitutes Collateral, then the Company shall deliver to the Agent a pro forma Borrowing Base Certificate giving effect to any such Dispositions prior to such occurrencedispositions, and evidencing that no Overadvance shall exist after giving effect to (C) if the Net Cash Proceeds of any such Dispositionsale, and lease or other disposition of assets in accordance with this Section 5.02(e)(vi) shall exceed $10,000,000, the Company shall provide a certificate to the Agent indicating which whether such assets constituting Eligible Equipment constitute Collateral that is included in the Borrowing Base and (D) the Company or any of its Subsidiaries shall receive not less than 75% of the consideration for such sale, transfer or other disposition in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received); provided, that, with respect to Intellectual Property, the value of licenses to the Company or its Subsidiaries (as a licensee) shall be excluded from determining whether 75% of such consideration is in the form of cash or Cash Equivalents; provided further, that, except for intercompany licenses in the ordinary course of business, no sale, transfer or other disposition of any assets that are included in the Digital Imaging Patent Portfolio and that constitute Collateral are being Disposedshall be permitted to made under this clause (vi) to any Subsidiary of the Company that is not a US Loan Party.