EXHIBIT 10.32
CONSENT
("Creo")
THIS CONSENT (the "Consent") is made and entered into as of June 13, 2000
by Creo Property B.V. ("Landlord") and ColorSpan Europe Ltd. ("Tenant").
RECITALS:
A. Landlord and Tenant are parties to that certain Lease Agreement
described on Exhibit "1" attached hereto (the "Lease").
B. Tenant has requested that Landlord consent to the assignment by Tenant
of its interests in the Lease to MacDermid ColorSpan, Inc. and MacDermid
Incorporated (collectively, "MacDermid"), and that, in connection with such
assignment, Tenant be relieved from its obligations under the Lease.
C. Landlord is prepared to grant such consent and provide such relief,
subject to and in accordance with the terms and conditions set forth herein.
AGREEMENTS:
NOW, THEREFORE, for good, fair and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant hereby
covenant and agree as follows:
1. Landlord hereby consents to the assignment by Tenant of all of its
right, title and interest in, to and under the Lease to MacDermid.
2. Tenant hereby forever, absolutely and unconditionally releases, waives
and discharges Landlord and its members, managers, officers, agents,
representatives, employees and attorneys from any and all claims, demands,
actions, liabilities or causes of action of any kind or nature that Tenant or
anyone (except for MacDermid) claiming through or under it may have, including,
but not limited to, any claim or liability now existing, that has been or
hereafter may be acquired by Tenant, whether now known or hereafter discovered,
liquidated or unliquidated, or contingent or absolute.
3. Landlord covenants and agrees with Tenant that Landlord will not assert
any claim against Tenant arising under the Lease after the date hereof, except
to the extent that
any portion of the payment or performance made by or on behalf of Tenant shall
be required to be paid over by Landlord to any person or entity or shall be
revoked, rescinded or otherwise fully or partially negated (whether as a result
of bankruptcy proceedings or otherwise).
4. Each individual executing this Consent on behalf of Tenant and Landlord
represents and warrants that he is duly authorized to execute and deliver this
Consent on behalf of Tenant and Landlord, as the case may be, in accordance with
a duly adopted resolution and that this Consent is binding upon Tenant and
Landlord in accordance with its terms.
5. MacDermid may rely on this Consent. With the exception of MacDermid,
there are no third party beneficiaries of this Consent, intended or otherwise.
6. This Consent may be executed in any number of counterparts, each of
which shall be an original and all of which together shall constitute and be
construed as one and the same instrument. This Consent may be evidenced by
facsimile signature pages.
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Consent as of
the date first set forth above.
"LANDLORD"
Ora building B.V.
By /s/ To Come
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Its
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"TENANT"
COLORSPAN EUROPE LTD.
By /s/ Xxx Xxxxxxx
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Its CEO
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EXHIBIT "1"
LEASE
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Lease Agreement for office purposes with a commencement date of September
1, 1998 between Creo Property B.V. and ColorSpan Europe Ltd. with respect to
certain premises containing approximately 1,474 square meters located at
Xxxxxxxxxxxxxxxxx 00 xx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxxxxx.
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