Common use of Corporate Power and Authority; No Conflicts Clause in Contracts

Corporate Power and Authority; No Conflicts. Subject to the Bankruptcy Court approval, the execution, delivery and performance by the Borrower of the Facility Documents, the grant by the Borrower and the perfection of the security interests purported to be granted in favor of the Lender hereunder and under the Security Documents, and the exercise by the Lender of any rights and remedies hereunder or under the other Facility Documents have been duly authorized by all necessary corporate action and do not and will not: (a) contravene any provision of its charter or bylaws; (b) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower or any of its Subsidiaries or affiliates (other than entry of the Interim Order or the Final Order, as the case may be, and as otherwise provided under Section 10.3 hereof); (c) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease, or instrument to which the Borrower is a party or by which it or its properties may be bound or affected which would not be cured by entry of the Interim Order or Final Order; (d) result in, or require, the creation or imposition of any Lien (other than as provided hereunder and under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by the Borrowing; or (e) cause the Borrower (or any Subsidiary or affiliate, as the case may be, of the Borrower) to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument which would not be cured by entry of the Interim Order and Final Order.

Corporate Power and Authority; No Conflicts. Subject to the Bankruptcy Court approval, the The execution, delivery and performance by the Borrower each of the Facility Documents, the grant by the Borrower and the perfection Obligors of the security interests purported to be granted in favor of the Lender hereunder and under the Security Documents, and the exercise by the Lender of any rights and remedies hereunder or under the other Amended Facility Documents to which it is a party have been duly authorized by all necessary corporate corporate, partnership or limited liability company action and do not and will not: (a) contravene require any provision consent or approval of its charter stockholders, partners or bylawsmembers; (b) contravene its organizational documents; (c) violate any provision of, or require any filingfiling (other than the filing of the financing statements contemplated by the Security Agreement and the filing of the Mortgages and the Trademark Security Agreement), registration, consent or approval under, any law, rule, regulationregulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower or any of its Subsidiaries or affiliates (other than entry of the Interim Order or the Final Order, as the case may be, and as otherwise provided under Section 10.3 hereof)Consolidated Entity; (cd) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease, lease or instrument to which the Borrower any Consolidated Entity is a party or by which it or its properties may be bound or affected which would not if such breach, default or failure to obtain consent could reasonably be cured by entry of the Interim Order or Final Orderexpected to have a Material Adverse Effect; (de) result in, or require, the creation or imposition of any Lien (other than as provided hereunder and created under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by the Borrowingany Consolidated Entity; or (ef) cause the Borrower (or any Subsidiary or affiliate, as the case may be, of the Borrower) Consolidated Entity to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument which would not if such default could reasonably be cured by entry of the Interim Order and Final Orderexpected to have a Material Adverse Effect.

Corporate Power and Authority; No Conflicts. Subject to the Bankruptcy Court approval, the The execution, ------------------------------------------- delivery and performance by the Borrower of the Facility Documents, the grant by the Borrower and the perfection of the security interests purported to be granted in favor of the Lender hereunder and under the Security Documents, and the exercise by the Lender of any rights and remedies hereunder or under the other Facility Documents : (a) have been duly authorized by all necessary corporate action by the Borrower and the Subsidiary Guarantor and do not and will not: (a) not require any consent or approval of the equityholders of the Borrower or the Subsidiary Guarantor or contravene any provision of its charter their charters or bylawsby-laws; (b) will not violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulationregulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower or any of its Subsidiaries or affiliates (other than entry of the Interim Order or the Final Order, as the case may be, and as otherwise provided under Section 10.3 hereof)Subsidiaries; (c) will not result in a breach of or constitute a default in any material respect or require any consent which has not been obtained under any indenture or loan or credit agreement or any other agreement, lease, lease or instrument to which the Borrower or the Subsidiary Guarantor is a party or by which it the properties of the Borrower or its properties the Subsidiary Guarantor may be bound or affected which would not be cured by entry of the Interim Order or Final Orderaffected; (d) will not result in, or require, the creation or imposition of any Lien (other than as provided hereunder and under the Security Documents)Lien, upon or with respect to any of the properties now owned or hereafter acquired by the BorrowingBorrower or any of its Subsidiaries, except as provided in the Security Documents; or (e) will not cause the Borrower (or any Subsidiary Guarantor or affiliateany Security Document Party, as the case may be, of the Borrower) to be in default in any material respect under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument which would not be cured by entry of the Interim Order and Final Orderinstrument.

Corporate Power and Authority; No Conflicts. Subject to the Bankruptcy Court approval, the The execution, delivery and performance by each of the Borrower Company, MacDermid Imaging and each of the Guarantors of the Facility Documents, the grant by the Borrower and the perfection of the security interests purported Documents to be granted in favor of the Lender hereunder and under the Security Documents, and the exercise by the Lender of any rights and remedies hereunder or under the other Facility Documents which it is a party have been duly authorized by all necessary corporate action and do not and will not: (a) require any consent or approval of its stockholders; (b) contravene any provision of its charter or bylawsby-laws; (bc) violate any provision of, or require any filingfiling (except for the filing of this Agreement with the Securities and Exchange Commission and the New York Stock Exchange), registration, consent or approval under, any law, rule, regulationregulation (including Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower Company or any of its Subsidiaries or affiliates (other than entry of the Interim Order or the Final Order, as the case may be, and as otherwise provided under Section 10.3 hereof)affiliates; (cd) result in a breach of of, or constitute a default or require any consent under (except for those consents which have been obtained) under, any indenture or loan or credit agreement or any other agreement, lease, lease or instrument to which the any Borrower is a party or by which it or its properties may be bound or affected which would not be cured by entry of the Interim Order or Final Orderbound; (de) result in, or require, the creation or imposition of any Lien (other than as provided hereunder and under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by the BorrowingCompany or any of its Subsidiaries; or (ef) cause the Borrower Company (or any Subsidiary or affiliate, as the case may be, of the Borrower) to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument which would not be cured by entry of the Interim Order and Final Orderinstrument.

Corporate Power and Authority; No Conflicts. Subject to the Bankruptcy Court approval, the The execution, delivery and performance by the Borrower Borrowers (and their Subsidiaries, as applicable) of the Facility DocumentsDocuments to which they are a party, the grant by the Borrower Borrowers (and their Subsidiaries, as applicable) and the perfection of the security interests purported to be granted in favor of the Lender hereunder and under the Security Documents, and the exercise by the Lender of any rights and remedies hereunder or under the other Facility Documents have been duly authorized by all necessary corporate action and do not and will not: (a) contravene any provision of its (or their) charter or bylaws; (b) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower Borrowers or any of its their Subsidiaries or affiliates (other than entry of the Interim Order or the Final Order, as the case may be, and as otherwise provided under Section 10.3 hereof); (c) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease, lease or instrument to which the Borrower is Borrowers are a party or by which it they or its their properties may be bound or affected which would not be cured except as provided by entry of the Bankruptcy Code and the Interim Order or Final Order; (d) result in, or require, the creation or imposition of any Lien (other than as provided hereunder and under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by the Borrowing; or (e) cause Borrowers except as provided by the Borrower (or any Subsidiary or affiliate, as the case may be, of the Borrower) to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument which would not be cured by entry of Bankruptcy Code and the Interim Order and or the Final Order.; or

Corporate Power and Authority; No Conflicts. Subject to the Bankruptcy Court approval, the The execution, delivery and performance by the Borrower each Obligor of the Facility Documents, the grant by the Borrower and the perfection of the security interests purported to be granted in favor of the Lender hereunder and under the Security Documents, and the exercise by the Lender of any rights and remedies hereunder or under the other Facility Documents have been duly authorized by all necessary corporate action and do not and will not: (a) require any consent or approval of its stockholders that has not been obtained; (b) contravene any provision of its charter or bylawsby-laws; (bc) violate any provision of, or require any filingfiling (other than filings contemplated hereby and/or by the other Facility Documents), registration, consent or approval under, any law, rule, regulationregulation (including, without limitation, the provisions of Regulation G, T, U or X of the Board of Governors of the Federal Reserve System as in effect from time to time), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower or any of its Subsidiaries or affiliates (other than entry of the Interim Order or the Final Order, as the case may be, and as otherwise provided under Section 10.3 hereof)such Obligor; (cd) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease, lease or instrument to which the Borrower such Obligor is a party or by which it or any of its properties may be bound or affected which would not be cured by entry of the Interim Order or Final Orderaffected; (de) result in, or require, the creation or imposition of any Lien (other than as provided hereunder and under the Security Documents)Lien, upon or with respect to any of the properties now owned or hereafter acquired by such Obligor other than Liens created by this Agreement and/or the Borrowingother Facility Documents; or (ef) cause the Borrower (or any Subsidiary or affiliate, as the case may be, of the Borrower) such Obligor to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument which would not be cured by entry of the Interim Order and Final Orderinstrument.

Corporate Power and Authority; No Conflicts. Subject to the Bankruptcy Court approval, the The execution, delivery and performance by the Borrower of the Facility Documents, the grant by the Borrower and the perfection of the security interests purported to be granted in favor of the Lender hereunder and under the Security Documents, and the exercise by the Lender of any rights and remedies hereunder or under the other Facility Documents : (a) have been duly authorized by all necessary corporate or partnership action by the Borrowers and the Guarantors party thereto and do not and will not: (a) not require any consent or approval of the equityholders of the Borrowers or the Guarantors or contravene any provision of its charter their charters or bylawsby-laws or limited partnership agreement; (b) will not violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulationregulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower Borrowers or any of its Subsidiaries or affiliates (other than entry of the Interim Order or the Final Order, as the case may be, and as otherwise provided under Section 10.3 hereof)their Subsidiaries; (c) will not result in a breach of or constitute a default under or require any consent which has not been obtained under any indenture or loan or credit agreement or any other agreement, lease, lease or instrument to which the Borrower Borrowers or the Guarantors is a party or by which it the properties of the Borrowers or its properties the Guarantors may be bound or affected which would not be cured by entry of the Interim Order or Final Orderaffected; (d) will not result in, or require, the creation or imposition of any Lien (other than as provided hereunder and under the Security Documents)Lien, upon or with respect to any of the properties now owned or hereafter acquired by the BorrowingBorrowers or any of their Subsidiaries, except as provided in the Security Documents; or and (e) will not cause the Borrower (Borrowers or any Subsidiary or affiliateGuarantor, as the case may be, of the Borrower) to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument which would not be cured by entry of the Interim Order and Final Orderinstrument.

Corporate Power and Authority; No Conflicts. Subject to the Bankruptcy Court approval, the The execution, delivery and performance by the Borrower of the Facility Documents, the grant by the Borrower and the perfection of the security interests purported to be granted in favor of the Lender hereunder and under the Security Documents, and the exercise by the Lender of any rights and remedies hereunder or under the other Facility Documents : (a) have been duly authorized by all necessary corporate action by the Borrowers, the Guarantors and the Security Document Parties party thereto and do not and will not: (a) not require any consent or approval of the equityholders of the Borrowers, the Guarantors or such Security Document Parties or contravene any provision of its charter their charters or bylawsby-laws; (b) will not violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulationregulation (including, without limitation, Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower Borrowers or any of its Subsidiaries or affiliates (other than entry of the Interim Order or the Final Order, as the case may be, and as otherwise provided under Section 10.3 hereof)their Subsidiaries; (c) will not result in a breach of or constitute a default in any material respect or require any consent which has not been obtained under any indenture or loan or credit agreement or any other agreement, lease, lease or instrument to which the Borrower Borrowers, the Guarantors or any Security Document Party is a party or by which it the properties of the Borrowers, the Guarantors or its properties any Security Document Party may be bound or affected which would not be cured by entry of the Interim Order or Final Orderaffected; (d) will 49 51 not result in, or require, the creation or imposition of any Lien (other than as provided hereunder and under the Security Documents)Lien, upon or with respect to any of the properties now owned or hereafter acquired by the BorrowingBorrowers or any of their Subsidiaries, except as provided in the Security Documents; or (e) will not cause the Borrower (Borrowers or any Subsidiary Guarantor or affiliateany Security Document Party, as the case may be, of the Borrower) to be in default in any material respect under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument which would not be cured by entry of the Interim Order and Final Orderinstrument.

Corporate Power and Authority; No Conflicts. Subject to the Bankruptcy Court approval, the The execution, delivery and performance by the Borrower of the Facility DocumentsDocuments to which it is a party, the grant by the Borrower and the perfection of the security interests purported to be granted in favor of the Lender Lenders hereunder and under the Security Documents, and the exercise by the Lender Lenders of any rights and remedies hereunder or under the other Facility Documents have been duly authorized by all necessary corporate action and do not and will not: (a) contravene any provision of its charter or bylaws; (b) violate any provision of, or require any filing, registration, consent or approval under, any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower or any of its Subsidiaries or affiliates (other than entry of the Interim Order or the Final Bankruptcy Order, as the case may be, and as otherwise provided under Section 10.3 hereof); (c) result in a breach of or constitute a default or require any consent under any indenture or loan or credit agreement or any other agreement, lease, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected which would not be cured by entry of the Interim Order or Final Bankruptcy Order; (d) result in, or require, the creation or imposition of any Lien (other than as provided hereunder and under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by the BorrowingBorrower; or (e) cause the Borrower (or any Subsidiary or affiliate, as the case may be, of the Borrower) to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument which would not be cured by entry of the Interim Order and Final Order.or

Corporate Power and Authority; No Conflicts. Subject to the Bankruptcy Court approval, the The execution, delivery and performance by each of the Borrower Company and MacDermid Imaging of the Facility Documents, the grant by the Borrower and the perfection of the security interests purported Documents to be granted in favor of the Lender hereunder and under the Security Documents, and the exercise by the Lender of any rights and remedies hereunder or under the other Facility Documents which it is a party have been duly authorized by all necessary corporate action and do not and will not: (a) require any consent or approval of its stockholders; (b) contravene any provision of its charter or bylawsby-laws; (bc) violate any provision of, or require any filingfiling (except for the filing of this Agreement with the Securities and Exchange Commission and the New York Stock Exchange), registration, consent or approval under, any law, rule, regulationregulation (including Regulation U), order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Borrower Company or any of its Subsidiaries or affiliates (other than entry of the Interim Order or the Final Order, as the case may be, and as otherwise provided under Section 10.3 hereof)affiliates; (cd) result in a breach of of, or constitute a default or require any consent under (except for those consents which have been obtained) under, any indenture or loan or credit agreement or any other agreement, lease, lease or instrument to which the any Borrower is a party or by which it or its properties may be bound or affected which would not be cured by entry of the Interim Order or Final Orderbound; (de) result in, or require, the creation or imposition of any Lien (other than as provided hereunder and under the Security Documents), upon or with respect to any of the properties now owned or hereafter acquired by the BorrowingCompany or any of its Subsidiaries; or (ef) cause the Borrower Company (or any Subsidiary or affiliate, as the case may be, of the Borrower) to be in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument which would not be cured by entry of the Interim Order and Final Orderinstrument.