Common use of The Collateral Clause in Contracts

The Collateral. (a) Except as permitted by the Indenture or this Agreement, the Grantor: (i) shall maintain sole legal and beneficial ownership of the Collateral; (ii) shall not permit any Collateral to be subject to any Lien other than the Collateral Agent’s security interest and other Permitted Liens and shall at all times warrant and defend the Collateral Agent’s security interest in the Collateral against all other Liens (other than Permitted Liens) and claimants; (iii) shall not sell, assign, transfer, pledge, license, lease or further encumber, or grant any option, warrant, or right with respect to, any of the Collateral, or agree or contract to do any of the foregoing; and (iv) shall not waive, amend or terminate, in whole or in part, any material accessory or ancillary right or other right in respect of any Collateral. (b) The Grantor shall pay, prior to delinquency, all material taxes, assessments and governmental levies imposed on or in respect of Collateral and all claims against the Collateral, including claims for labor, materials and supplies, in each case, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Collateral Agent. (c) In any suit, legal action, arbitration or other proceeding involving the Collateral or the Collateral Agent’s security interest, the Grantor shall take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien (other than Permitted Liens) on any Collateral.

Appears in 1 contract

Samples: Security Agreement (Vector Group LTD)

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The Collateral. (a) Except as permitted by the Indenture or this Agreement, the GrantorGrantors: (i) shall must maintain sole legal and beneficial ownership of the Collateral; (ii) shall must not permit any Collateral to be subject to any Lien other than the Collateral Agent’s security interest and Liens securing the ABL Debt and other Permitted Liens and shall must at all times warrant and defend the Collateral Agent’s security interest in the Collateral against all other Liens (other than Permitted Prior Liens and other Permitted Liens) and claimants; (iii) shall must not sell, assign, transfer, pledge, license, lease or further encumber, or grant any option, warrant, or right with respect to, any of the Collateral, or agree or contract to do any of the foregoing; and; (iv) shall must not waive, amend or terminate, in whole or in part, any material accessory or ancillary right or other right in respect of any Collateral; and (v) must not take any action which would result in a reduction in the value of any Collateral. (b) The Grantor shall Grantors will pay, prior to delinquency, all material taxes, assessments and governmental levies imposed on or in respect of Collateral and all claims against the Collateral, including claims for labor, materials and supplies, in each case, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Collateral Agent. (c) In any suit, legal action, arbitration or other proceeding involving the Collateral or the Collateral Agent’s security interest, the Grantor shall Grantors must take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien (other than Permitted Liens) on any Collateral.

Appears in 1 contract

Samples: Security Agreement (Vector Group LTD)

The Collateral. (a) Except as expressly permitted by the Indenture or this Agreement, the Grantor: (i) shall must maintain sole legal and beneficial ownership of the Collateral; (ii) shall must not permit any Collateral to be subject to any Lien other than the Collateral Agent’s security interest and other Permitted Liens and shall must at all times warrant and defend the Collateral Agent’s security interest in the Collateral against all other Liens (other than Permitted Liens) and claimants; (iii) shall must not sell, assign, transfer, pledge, license, lease or further encumber, or grant any option, warrant, or right with respect to, any of the Collateral, or agree or contract to do any of the foregoing; and; (iv) shall must not waive, amend or terminate, in whole or in part, any material accessory or ancillary right or other right in respect of any Collateral; and (v) must not take any action which would result in a reduction in the value of any Collateral. (b) The Grantor shall pay, prior to delinquency, must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Collateral) all material taxes, assessments and governmental levies charges imposed on or in respect of Collateral and all claims against the Collateral, including claims for labor, materials and supplies, in each case, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Collateral Agent. (c) In any suit, legal action, arbitration or other proceeding involving the Collateral or the Collateral Agent’s security interest, the Grantor shall must take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien (other than Permitted Liens) on any Collateral.

Appears in 1 contract

Samples: Security Agreement (Vector Group LTD)

The Collateral. (a) Except as expressly permitted by the Indenture or this Agreement, the GrantorGrantors: (i) shall must maintain sole legal and beneficial ownership of the Collateral; (ii) shall must not permit any Collateral to be subject to any Lien other than the Collateral Agent’s security interest and other Permitted Liens securing the ABL Debt and shall must at all times warrant and defend the Collateral Agent’s security interest in the Collateral against all other Liens (other than Permitted Priority Liens) and claimants; (iii) shall must not sell, assign, transfer, pledge, license, lease or further encumber, or grant any option, warrant, or right with respect to, any of the Collateral, or agree or contract to do any of the foregoing; and; (iv) shall must not waive, amend or terminate, in whole or in part, any material accessory or ancillary right or other right in respect of any Collateral; and (v) must not take any action which would result in a reduction in the value of any Collateral. (b) The Grantor shall pay, prior to delinquency, Grantors must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Collateral) all material taxes, assessments and governmental levies charges imposed on or in respect of Collateral and all claims against the Collateral, including claims for labor, materials and supplies, in each case, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Collateral Agent. (c) In any suit, legal action, arbitration or other proceeding involving the Collateral or the Collateral Agent’s security interest, the Grantor shall Grantors must take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien (other than Permitted Liens) on any Collateral.

Appears in 1 contract

Samples: Security Agreement (Vector Group LTD)

The Collateral. (a) Except as expressly permitted by the Indenture or this Agreement, the Grantor: (i) shall must maintain sole legal and beneficial ownership of the Collateral; (ii) shall must not permit any Collateral to be subject to any Lien other than the Collateral Agent’s security interest and other Permitted Liens and shall must at all times warrant and defend the Collateral Agent’s security interest in the Collateral against all other Liens (other than Permitted Liens) and claimants; (iii) shall must not sell, assign, transfer, pledge, license, lease or further encumber, or grant any option, warrant, or right with respect to, any of the Collateral, or agree or contract to do any of the foregoing; and; (iv) shall must not waive, amend or terminate, in whole or in part, any material accessory or ancillary right or other right in respect of any Collateral; and (v) must not take any action which would result in a reduction in the value of any Collateral. (b) The Grantor shall pay, prior to delinquency, must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Collateral) all material taxes, assessments and governmental levies charges imposed on or in respect of Collateral and all claims against the Collateral, including claims for labor, materials and supplies, in each case, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Collateral Agent. (c) In any suit, legal action, arbitration or other proceeding involving the Collateral or the Collateral Agent’s security interest, the Grantor shall must take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien (other than Permitted LiensLiens (as defined in the Indenture)) on any Collateral.

Appears in 1 contract

Samples: Security Agreement (Vector Group LTD)

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The Collateral. (a) Except as permitted by the Indenture or this Agreement, the Grantor: (i) shall must maintain sole legal and beneficial ownership of the Collateral; (ii) shall must not permit any Collateral to be subject to any Lien other than the Collateral Agent’s security interest and other Permitted Liens and shall must at all times warrant and defend the Collateral Agent’s security interest in the Collateral against all other Liens (other than Permitted Liens) and claimants; (iii) shall must not sell, assign, transfer, pledge, license, lease or further encumber, or grant any option, warrant, or right with respect to, any of the Collateral, or agree or contract to do any of the foregoing; and; (iv) shall must not waive, amend or terminate, in whole or in part, any material accessory or ancillary right or other right in respect of any Collateral; and (v) must not take any action which would result in a reduction in the value of any Collateral. (b) The Grantor shall will pay, prior to delinquency, all material taxes, assessments and governmental levies imposed on or in respect of Collateral and all claims against the Collateral, including claims for labor, materials and supplies, in each case, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Collateral Agent. (c) In any suit, legal action, arbitration or other proceeding involving the Collateral or the Collateral Agent’s security interest, the Grantor shall must take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien (other than Permitted Liens) on any Collateral.

Appears in 1 contract

Samples: Security Agreement (Vector Group LTD)

The Collateral. (a) Except as expressly permitted by the Indenture or this Agreement, the GrantorGrantors: (i) shall must maintain sole legal and beneficial ownership of the Collateral; (ii) shall must not permit any Collateral to be subject to any Lien other than the Collateral Agent’s security interest and other Permitted Liens securing the ABL Debt and shall must at all times warrant and defend the Collateral Agent’s security interest in the Collateral against all other Liens (other than Permitted Priority Liens) and claimants; (iii) shall must not sell, assign, transfer, pledge, license, lease or further encumber, or grant any option, warrant, or right with respect to, any of the Collateral, or agree or contract to do any of the foregoing; and; (iv) shall must not waive, amend or terminate, in whole or in part, any material accessory or ancillary right or other right in respect of any Collateral; and (v) must not take any action which would result in a reduction in the value of any Collateral. (b) The Grantor shall pay, prior to delinquency, Grantors must pay when due (and in any case before any penalties are assessed or any Lien is imposed on any Collateral) all material taxes, assessments and governmental levies charges imposed on or in respect of Collateral and all claims against the Collateral, including claims for labor, materials and supplies, in each case, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Collateral Agent. (c) In any suit, legal action, arbitration or other proceeding involving the Collateral or the Collateral Agent’s security interest, the Grantor shall Grantors must take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien (other than Permitted LiensLiens (as defined in the Indenture)) on any Collateral.

Appears in 1 contract

Samples: Security Agreement (Vector Group LTD)

The Collateral. (a) Except as permitted by the Indenture or this Agreement, the GrantorGrantors: (i) shall maintain sole legal and beneficial ownership of the Collateral; (ii) shall not permit any Collateral to be subject to any Lien other than the Collateral Agent’s security interest and Liens securing the ABL Debt and other Permitted Liens and shall at all times warrant and defend the Collateral Agent’s security interest in the Collateral against all other Liens (other than Permitted Prior Liens and other Permitted Liens) and claimants; (iii) shall not sell, assign, transfer, pledge, license, lease or further encumber, or grant any option, warrant, or right with respect to, any of the Collateral, or agree or contract to do any of the foregoing; and (iv) shall not waive, amend or terminate, in whole or in part, any material accessory or ancillary right or other right in respect of any Collateral. (b) The Grantor Grantors shall pay, prior to delinquency, all material taxes, assessments and governmental levies imposed on or in respect of Collateral and all claims against the Collateral, including claims for labor, materials and supplies, in each case, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Collateral Agent. (c) In any suit, legal action, arbitration or other proceeding involving the Collateral or the Collateral Agent’s security interest, the Grantor Grantors shall take all lawful action to avoid impairment of the Collateral Agent’s security interest or the Collateral Agent’s rights under this Agreement or the imposition of a Lien (other than Permitted Liens) on any Collateral.

Appears in 1 contract

Samples: Security Agreement (Vector Group LTD)

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