Common use of CUSTOMER ACCOUNTS, MUNICIPAL CONTRACTS AND RELATED MATTERS Clause in Contracts

CUSTOMER ACCOUNTS, MUNICIPAL CONTRACTS AND RELATED MATTERS. 1. Customer Accounts are the commercial, industrial, municipal, and 5 6 residential accounts of the Company pursuant to which the Company provides plumbing services. Said Customer Accounts are listed on Schedule 4-H-1 attached hereto. (Each of the Customer Accounts listed in Schedule 4-H shall identify the name and address of each of the Customer Accounts, and shall reflect as to each the current monthly billing amount, frequency of service and size and type of container.) 2. Schedule 4-H-2 is a true, accurate and complete listing of all written service agreements, franchises, licenses or other contracts, if any, to which the Company is a party and which relate to Customer Accounts. Original copies of all such contracts shall be delivered by the Seller to the Buyer no later than the Closing Date, and such copies shall be true, accurate and complete and shall include all amendments, supplements or other modifications to such contracts. Except as disclosed in Schedule 4-H-2, to the knowledge of the Seller, neither the Company nor any other party to any of the Company's municipal contracts or Customer Accounts is in material default or alleged to be in material default thereunder and there exists no condition or event which, after notice or the lapse of time or both, would constitute such a default. The sale, transfer and assignment of the Hulsxx Xxxmon Stock will not result in a breach, violation or default of any of the Company's municipal contracts or Customer Accounts, and all of the Company's municipal contracts and Customer Accounts will remain in full force and effect as if there had been no sale, transfer and assignment thereof. 3. Except as otherwise disclosed in Schedule 4-H-3, the Seller knows of no oral or written communication, fact, event or action which exists or has occurred within 90 days prior to the date of execution of this Agreement, which would tend to indicate that any current customers of the Company intends to terminate its business relationship with the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Earthcare Co)

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CUSTOMER ACCOUNTS, MUNICIPAL CONTRACTS AND RELATED MATTERS. (1. ) Customer Accounts are the commercial, industrial, municipal, and 5 6 residential accounts of the Company Companies pursuant to which the Company provides Companies provide waste removal, collections, incorporation, storage and/or disposal. Customer accounts as to the Atlanta service center are all commercial, industrial, municipal, and residential plumbing servicesaccounts. Said Customer Accounts are listed on Schedule 4- H-1 and 4-H-1 H-1(a) attached hereto. (Each of the Customer Accounts listed in Schedule 4-H said Schedules shall identify the name and address of each of the Customer Accounts, and shall reflect as to each the current monthly billing amount, frequency of service and size and type of container).) (2. ) Schedule 4-H-2 is a true, accurate and complete listing of all written service agreements, franchises, licenses or other contracts, if any, to which any of the Company Companies or the Atlanta service center is a party and which relate to Customer Accounts. Original copies of all such contracts shall be delivered by the Seller to the Buyer no later than the Closing Date, and such copies shall be true, accurate and complete and shall include all amendments, supplements or other modifications to such contracts. Except as disclosed in Schedule 4-H-2, to the knowledge none of the Seller, neither the Company nor Companies or any other party to any of the Company's Companies' municipal contracts or Customer Accounts is in material default or alleged to be in material default thereunder and there exists no condition or event which, after notice or the lapse of time or both, would constitute such a default. The sale, transfer and assignment of the Hulsxx Xxxmon Stock Acquisition Property will not result in a breach, violation or default of any of the Company's Companies' municipal contracts or Customer Accounts, and all of the Company's Companies' municipal contracts and Customer Accounts will remain in full force and effect as if there had been no sale, transfer and assignment thereof. (3. ) Except as otherwise disclosed in Schedule 4-H-3, the Seller knows of no oral or written communication, fact, event or action which exists or has occurred within 90 30 days prior to the date of the execution of this Agreement, which would tend to indicate that any current customers of any of the Company Companies or the Atlanta service center intends to terminate its their business relationship with any of the CompanyCompanies or the Atlanta service center. (4) Except for deminimis amounts, none of the Customer Accounts, service agreements, franchises, licenses, or other contracts for collection and transportation of waste, in any manner involve the collection or transportation of waste materials classified as special, hazardous, toxic, chemical or radioactive under the laws of the United States or of any state or other governmental jurisdiction in which the Companies conduct collection and transportation operations, or under any rules or regulations promulgated by any administrative agency thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Earthcare Co)

CUSTOMER ACCOUNTS, MUNICIPAL CONTRACTS AND RELATED MATTERS. 1. (a) Customer Accounts are the commercial, industrial, municipal, and 5 6 residential accounts of the Company Corporations pursuant to which the Company provides plumbing Corporations sell products or provide services. Said Customer Accounts are listed on Schedule 4-H-1 4.8(a) attached heretohereto which includes both active and inactive accounts. (Each of the Customer Accounts listed in Schedule 4-H 4.8(a) shall identify the name and address of each of the Customer Accounts, and shall reflect as to each the current monthly billing amount, frequency of service and size and type of container).) 2. (b) Schedule 4-H-2 4.8(b) is a true, accurate and complete listing of all written material service agreements, franchises, licenses or other contracts, if any, to which any of the Company Corporations is a party and which relate to Customer Accounts. Original copies of all such contracts shall be delivered by the Seller to the Buyer no later than the Closing Date, and such copies shall be true, accurate and complete and shall include all amendments, supplements or other modifications to such contracts. Except as disclosed in Schedule 4-H-24.8(a), to the knowledge of the Seller, neither none of the Company nor Corporations or any other party to any of the Company's Corporations' municipal contracts or Customer Accounts is in material default or alleged to be in material default thereunder and there exists no condition or event which, after notice or the lapse of time or both, would constitute such a default. The sale, transfer and assignment of the Hulsxx Xxxmon Stock will not result in a breach, violation or default of any of the Company's Corporations' municipal contracts or Customer Accounts, and all of the Company's Corporations' municipal contracts and Customer Accounts will remain in full force and effect as if there had been no sale, transfer and assignment thereof. 3. (c) Except as otherwise disclosed in Schedule 4-H-34.18, the Seller knows of no oral or written communication, fact, event or action which exists or has occurred within 90 days after September 30, 1999, and prior to the date of execution of this Agreement, which would tend to indicate that any current customers of any of the Company intends Corporations intend to terminate its business relationship with any of the CompanyCorporations. (d) Except for deminimis amounts, none of the Customer Accounts, service agreements, franchises, licenses, or other contracts for collection and transportation of waste, in any manner involve the collection or transportation of waste materials classified as special, hazardous, toxic, chemical or radioactive under the laws of the United States or of any state or other governmental jurisdiction in which any of the Corporations conduct collection and transportation operations, or under any rules or regulations promulgated by any administrative agency thereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Earthcare Co)

CUSTOMER ACCOUNTS, MUNICIPAL CONTRACTS AND RELATED MATTERS. 1. (a) Customer Accounts are the commercial, industrial, municipal, and 5 6 residential accounts of the Company pursuant to which the Company provides plumbing serviceswaste removal, collections, transportation, storage and/or disposal. Said Customer Accounts are listed on Schedule 4-H-1 4.8(a) attached hereto. (Each of the Customer Accounts listed in Schedule 4-H 4.8(a) shall identify the name and address of each of the Customer Accounts, and shall reflect as to each the current monthly billing amount, frequency of service and size and type of container.) 2. (b) Schedule 4-H-2 4.8(b) is a true, accurate and complete listing of all written service agreements, franchises, licenses or other contracts, if any, to which the Company is a party and which relate to Customer Accounts. Original copies of all such contracts shall be delivered by the Seller to the Buyer no later than the Closing Date, and such copies shall be true, accurate and complete and shall include all amendments, supplements or other modifications to such contracts. Except as disclosed in Schedule 4-H-24.8(b), to the knowledge of the Seller, neither the Company nor any other party to any of the Company's municipal contracts or Customer Accounts is in material default or alleged to be in material default thereunder and there exists no condition or event which, after notice or the lapse of time or both, would constitute such a default. The sale, transfer and assignment of the Hulsxx Xxxmon ACRM Common Stock will not result in a breach, violation or default of any of the Company's municipal contracts or Customer Accounts, and all of the Company's municipal contracts and Customer Accounts will remain in full force and effect as if there had been no sale, transfer and assignment thereof. Notwithstanding the foregoing, not all written service agreements are provided but the larger contracts and ongoing service arrangements and the annual residential individual contracts and other commercial accounts are too numerous to attach. The parties agree the records concerning these accounts and contracts have been disclosed to Buyer prior to closing. 3. (c) Except as otherwise disclosed in Schedule 4-H-34.8(c), the Seller knows of no oral or written communication, fact, event or action which exists or has occurred within 90 days prior to the date of execution of this Agreement, which would tend to indicate expressly demonstrates that any current customers of the Company intends to terminate its business relationship with the Company. (d) To the best of the Seller's knowledge, none of the Customer Accounts, service agreements, franchises, licenses, or other contracts for collection and transportation of waste, in any manner involve the collection or transportation of waste materials classified as hazardous, toxic, chemical or radioactive under the laws of the United States or of any state or other governmental jurisdiction in which the Company conducts collection and transportation operations, or under any rules or regulations promulgated by any administrative agency thereof. Seller has not received a notification from any customer with respect to a container that contains hazardous or toxic materials.

Appears in 1 contract

Samples: Stock Purchase Agreement (Earthcare Co)

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CUSTOMER ACCOUNTS, MUNICIPAL CONTRACTS AND RELATED MATTERS. 1. Customer Accounts are the commercial, industrial, municipal, and 5 6 residential accounts of the Company pursuant to which the Company provides plumbing its services. Said Customer Accounts are listed on Schedule 4-H-1 attached hereto. (Each of the Customer Accounts listed in Schedule 4-H shall identify the name and address of each of the Customer Accounts, and shall reflect as to each the current monthly billing amount, frequency of service and size and type of container.) 2. Schedule 4-H-2 is a true, accurate and complete listing of all written service agreements, franchises, licenses or other contracts, if any, to which the Company is a party and which relate to Customer Accounts. Original copies of all such contracts shall be delivered by the Seller to the Buyer no later than the Closing Date, and such copies shall be true, accurate and complete and shall include all amendments, supplements or other modifications to such contracts. Except as disclosed in Schedule 4-H-2, to the knowledge of the Seller, neither the Company nor any other party to any of the Company's municipal contracts or Customer Accounts is in material default or alleged to be in material default thereunder and there exists no condition or event which, after notice or the lapse of time or both, would constitute such a default. The sale, transfer and assignment of the Hulsxx Xxxmon LWCS Common Stock will not result in a breach, violation or default of any of the Company's municipal contracts or Customer Accounts, and all of the Company's municipal contracts and Customer Accounts will remain in full force and effect as if there had been no sale, transfer and assignment thereof. 3. Except as otherwise disclosed in Schedule 4-H-3, the Seller knows of no oral or written communication, fact, event or action which exists or has occurred within 90 days prior to the date of execution of this Agreement, which would tend to indicate that any current customers customer of the Company intends to terminate its business relationship with the Company.

Appears in 1 contract

Samples: Merger Agreement (Earthcare Co)

CUSTOMER ACCOUNTS, MUNICIPAL CONTRACTS AND RELATED MATTERS. 1. Customer Accounts are the commercial, industrial, municipal, and 5 6 residential accounts of the Company pursuant to which the Company provides plumbing servicesits services . Said Customer Accounts are listed on Schedule 4-H-1 F-1 attached hereto. (Each of the Customer Accounts listed in Schedule 4-H F shall identify the name and address of each of the Customer Accounts, Accounts and shall reflect as to each the current monthly billing amount, amount and frequency of service and size and type of containerservice.) 2. Schedule 4-H-2 F-2 is a true, accurate and complete listing of all written service agreements, franchises, licenses or other contracts, if any, to which the Company is a party and which relate to Customer Accounts. Original copies of all such contracts shall be delivered by the Seller to the Buyer no later than the Closing Date, and such copies shall be true, accurate and complete and shall include all amendments, supplements or other modifications to such contracts. Except as disclosed in Schedule 4-H-2F-2, to the knowledge of the Seller, neither the Company nor any other party to any of the Company's municipal contracts or Customer Accounts is in material default or alleged to be in material default thereunder and there exists no condition or event which, after notice or the lapse of time or both, would constitute such a default. The sale, transfer and assignment of the Hulsxx Xxxmon Stock Assets will not result in a breach, violation or default of any of the Company's municipal contracts or Customer Accounts, and all of the Company's municipal contracts and Customer Accounts will remain in full force and effect as if there had been no sale, transfer and assignment thereof. 3. Except as otherwise disclosed in Schedule 4-H-3F-3, neither the Partners nor the Seller knows of no oral or written communication, fact, event or action which exists or has occurred within 90 days prior to the date of execution of this Agreement, which would tend to indicate that any current customers of the Company intends to terminate its business relationship with the Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (Earthcare Co)

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