Collateral Agent’s rights upon default. (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days’ notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any Person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other Person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns. (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all Persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any Person claiming under or through the Pledgor with respect to that item of Pledged Collateral.
Appears in 2 contracts
Samples: Pledge Agreement (Vector Group LTD), Pledge Agreement (Vector Group LTD)
Collateral Agent’s rights upon default. (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney.
(b) The Pledgor agrees that 10 days’ days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral.
(c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral.
(d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any Person person or with respect to any Pledged Collateral.
(e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral.
(f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other Person person chosen by it with reasonable care.
(g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns.
(h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account.
(i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral.
(j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will:
(i) operate to divest the Pledgor permanently and all Persons persons claiming under or through the Pledgor of that right, title, or interest, and
(ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any Person person claiming under or through the Pledgor with respect to that item of Pledged Collateral.
Appears in 2 contracts
Samples: Pledge Agreement (Vector Group LTD), Pledge Agreement (Vector Group LTD)
Collateral Agent’s rights upon default. (a) The Pledgor Each Grantor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the Pledgorsuch Grantor’s true and lawful attorney-in-fact, in the Pledgorsuch Grantor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgorsuch Grantor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgorsuch Grantor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor Each Grantor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney.
(b) The Pledgor agrees Grantors agree that 10 days’ notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral.
(c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral.
(d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any Person or with respect to any Pledged Collateral.
(e) The Pledgor bears Grantors bear the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral.
(f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other Person chosen by it with reasonable care.
(g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor Grantors or its their respective successors and assigns.
(h) The Pledgor agrees Grantors agree that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account.
(i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral.
(j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor any Grantor in any item of Pledged Collateral will:
(i) operate to divest the Pledgor such Grantor permanently and all Persons claiming under or through the Pledgor such Grantor of that right, title, or interest, and
(ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor such Grantor or any Person claiming under or through the Pledgor such Grantor with respect to that item of Pledged Collateral.
Appears in 2 contracts
Samples: Security Agreement (Vector Group LTD), Security Agreement (Vector Group LTD)
Collateral Agent’s rights upon default. (a) The Pledgor Grantor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the PledgorGrantor’s true and lawful attorney-in-fact, in the PledgorGrantor’s name or in the Collateral Agent’s name or otherwise, and at the PledgorGrantor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the PledgorGrantor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor Grantor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney.
(b) The Pledgor Grantor agrees that 10 days’ notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral.
(c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral.
(d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any Person or with respect to any Pledged Collateral.
(e) The Pledgor Grantor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral.
(f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other Person chosen by it with reasonable care.
(g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor Grantor or its successors and assigns.
(h) The Pledgor Grantor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account.
(i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral.
(j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor Grantor in any item of Pledged Collateral will:
(i) operate to divest the Pledgor Grantor permanently and all Persons claiming under or through the Pledgor Grantor of that right, title, or interest, and
(ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor Grantor or any Person claiming under or through the Pledgor Grantor with respect to that item of Pledged Collateral.
Appears in 2 contracts
Samples: Security Agreement (Vector Group LTD), Security Agreement (Vector Group LTD)
Collateral Agent’s rights upon default. (a) The Pledgor Grantor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the PledgorGrantor’s true and lawful attorney-in-fact, in the PledgorGrantor’s name or in the Collateral Agent’s name or otherwise, and at the PledgorGrantor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the PledgorGrantor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor Grantor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney.
(b) The Pledgor Grantor agrees that 10 days’ days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral.
(c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral.
(d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any Person person or with respect to any Pledged Collateral.
(e) The Pledgor Grantor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral.
(f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other Person person chosen by it with reasonable care.
(g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor Grantor or its successors and assigns.
(h) The Pledgor Grantor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account.
(i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral.
(j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor Grantor in any item of Pledged Collateral will:
(i) operate to divest the Pledgor Grantor permanently and all Persons persons claiming under or through the Pledgor Grantor of that right, title, or interest, and
(ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor Grantor or any Person person claiming under or through the Pledgor Grantor with respect to that item of Pledged Collateral.
Appears in 2 contracts
Samples: Security Agreement (Vector Group LTD), Security Agreement (Vector Group LTD)
Collateral Agent’s rights upon default. (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney.
(b) The Pledgor agrees that 10 days’ days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged CollateralCollateral to the extent that notice is required under the UCC.
(c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral.
(d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any Person person or with respect to any Pledged Collateral.
(e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral.
(f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other Person person chosen by it with reasonable care.
(g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns.
(h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account.
(i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral.
(j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will:
(i) operate to divest the Pledgor permanently and all Persons persons claiming under or through the Pledgor of that right, title, or interest, and
(ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any Person person claiming under or through the Pledgor with respect to that item of Pledged Collateral.
Appears in 1 contract
Collateral Agent’s rights upon default. (a) The Pledgor Each Grantor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the Pledgorsuch Grantor’s true and lawful attorney-in-fact, in the Pledgorsuch Grantor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgorsuch Grantor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgorsuch Grantor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor Each Grantor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney.
(b) The Pledgor agrees Grantors agree that 10 days’ days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral.
(c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral.
(d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any Person person or with respect to any Pledged Collateral.
(e) The Pledgor bears Grantors bear the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral.
(f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other Person person chosen by it with reasonable care.
(g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor Grantors or its their respective successors and assigns.
(h) The Pledgor agrees Grantors agree that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account.
(i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral.
(j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor any Grantor in any item of Pledged Collateral will:
(i) operate to divest the Pledgor such Grantor permanently and all Persons persons claiming under or through the Pledgor such Grantor of that right, title, or interest, and
(ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor such Grantor or any Person person claiming under or through the Pledgor such Grantor with respect to that item of Pledged Collateral.
Appears in 1 contract
Collateral Agent’s rights upon default. (a) The Pledgor Each Grantor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the Pledgorsuch Grantor’s true and lawful attorney-in-fact, in the Pledgorsuch Grantor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgorsuch Grantor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgorsuch Grantor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor Each Grantor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney.
(b) The Pledgor agrees Grantors agree that 10 days’ notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral.
(c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral.
(d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any Person person or with respect to any Pledged Collateral.
(e) The Pledgor bears Grantors bear the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral.
(f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other Person person chosen by it with reasonable care.
(g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor Grantors or its their respective successors and assigns.
(h) The Pledgor agrees Grantors agree that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account.
(i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral.
(j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor any Grantor in any item of Pledged Collateral will:
(i) operate to divest the Pledgor such Grantor permanently and all Persons persons claiming under or through the Pledgor such Grantor of that right, title, or interest, and
(ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor such Grantor or any Person person claiming under or through the Pledgor such Grantor with respect to that item of Pledged Collateral.
Appears in 1 contract
Collateral Agent’s rights upon default. (a) The Pledgor Grantor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s Grantor's true and lawful attorney-in-factattorney‑in‑fact, in the Pledgor’s Grantor's name or in the Collateral Agent’s 's name or otherwise, and at the Pledgor’s Grantor's expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the PledgorGrantor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor Grantor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney.
(b) The Pledgor Grantor agrees that 10 days’ days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged CollateralCollateral to the extent that notice is required under the UCC.
(c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral.
(d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any Person person or with respect to any Pledged Collateral.
(e) The Pledgor Grantor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral.
(f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other Person person chosen by it with reasonable care.
(g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor Grantor or its successors and assigns.
(h) The Pledgor Grantor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account.
(i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral.
(j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor Grantor in any item of Pledged Collateral will:
(i) operate to divest the Pledgor Grantor permanently and all Persons persons claiming under or through the Pledgor Grantor of that right, title, or interest, and
(ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor Grantor or any Person person claiming under or through the Pledgor Grantor with respect to that item of Pledged Collateral.
Appears in 1 contract