Common use of Customer Accounts Clause in Contracts

Customer Accounts. Listed on Schedule 1.1(d) hereto is a complete and accurate list of the Customer Accounts as of the date hereof. Except as set forth on Schedule 1.3, all Customer Accounts are (and will be immediately following the Closing) in full force and effect and are valid, binding and enforceable against the respective parties thereto in accordance with their respective provisions, and Seller is not in default in, nor has there occurred an event or condition (including Seller's execution and delivery of or performance under this Agreement) which with the passage of time or the giving of notice (or both) would constitute a default, with regard to the payment or performance of any obligation under any Customer Account; no claim of such a default has been asserted and there is no reasonable basis upon which such a claim could validly be made. Neither Seller nor Stockholders has received any notice that any person intends or desires to modify, waive, amend, rescind, release, cancel or terminate any Customer Account. By virtue of the grant, conveyance, sale, transfer and assignment of the Customer Accounts by Seller to Buyer hereunder, Buyer shall own and hold all right, title and interest of Seller in and to the Customer Accounts, without the consent or approval of any other person or entity.

Appears in 2 contracts

Samples: Purchase and Sale of Assets Agreement (U S Liquids Inc), Purchase and Sale of Assets Agreement (U S Liquids Inc)

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Customer Accounts. Listed on Schedule 1.1(d) hereto is a complete and accurate list of the Customer Accounts as of the date hereof. Except as set forth on Schedule 1.3, all Customer Accounts are (and will be immediately following the Closing) in full force and effect and are valid, binding and enforceable against the respective parties thereto in accordance with their respective provisions, and Seller is not in default in, nor has there occurred an event or condition (including Seller's execution and delivery of or performance under this Agreement) which with the passage of time or the giving of notice (or both) would constitute a default, with regard to the payment or performance of any obligation under any Customer Account; no claim of such a default has been asserted and there is no reasonable basis upon which such a claim could validly be made. Neither Seller nor Stockholders Shareholder has received any notice that any person intends or desires to modify, waive, amend, rescind, release, cancel or terminate any Customer Account. By virtue of the grant, conveyance, sale, transfer and assignment of the Customer Accounts by Seller to Buyer hereunder, Buyer shall own and hold all right, title and interest of Seller in and to the Customer Accounts, without the consent or approval of any other person or entity.

Appears in 2 contracts

Samples: Purchase and Sale of Assets Agreement (U S Liquids Inc), Purchase and Sale of Assets Agreement (U S Liquids Inc)

Customer Accounts. Listed on Schedule 1.1(d) hereto is a complete and accurate list of the Customer Accounts as of the date hereof. Except as set forth on Schedule 1.3, all Customer Accounts are (and will be immediately following the Closing) in full force and effect and are valid, binding and enforceable against the respective parties thereto in accordance with their respective provisions, and Seller is not in default in, nor has there occurred an event or condition (including Seller's execution and delivery of or performance under this Agreement) which with the passage of time or the giving of notice (or both) would constitute a default, with regard to the payment or performance of any obligation under any Customer Account; no claim of such a default has been asserted and there is no reasonable basis upon which such a claim could validly be made. Neither Seller nor Stockholders any Stockholder has received any notice that any person intends or desires to modify, waive, amend, rescind, release, cancel or terminate any written Customer Account. By virtue of the grant, conveyance, sale, transfer and assignment of the written Customer Accounts by Seller to Buyer hereunder, Buyer shall own and hold all right, title and interest of Seller in and to the Customer Accounts, without the consent or approval of any other person or entity.

Appears in 1 contract

Samples: Purchase and Sale of Assets Agreement (U S Liquids Inc)

Customer Accounts. Listed on Schedule 1.1(d) hereto is a complete and accurate list of the Customer Accounts as of the date hereof. Except as set forth on Schedule 1.3, all Customer Accounts are (and will be immediately following the Closing) in full force and effect and are valid, binding and enforceable against the respective parties thereto in accordance with their respective provisions, and Seller is not in default in, nor has there occurred an event or condition (including Seller's execution and delivery of or performance under this Agreement) which with the passage of time or the giving of notice (or both) would constitute a default, with regard to the payment or performance of any obligation under any Customer Account; no claim of such a default has been asserted and there is no reasonable basis upon which such a claim could validly be made. Neither Seller nor Stockholders Stockholder has received any notice that any person intends or desires to modify, waive, amend, rescind, release, cancel or terminate any written Customer Account. By virtue of the grant, conveyance, sale, transfer and assignment of the written Customer Accounts by Seller to Buyer hereunder, Buyer shall own and hold all right, title and interest of Seller in and to the Customer Accounts, without the consent or approval of any other person or entity.

Appears in 1 contract

Samples: Purchase and Sale of Assets Agreement (U S Liquids Inc)

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Customer Accounts. Listed on Schedule 1.1(d) hereto is a complete and accurate list of the Customer Accounts as of the date hereof. Except as set forth on Schedule 1.3, all Customer Accounts are (and will be immediately following the Closing) in full force and effect and are valid, binding and enforceable against the respective parties thereto in accordance with their respective provisions, and Seller is not in default in, nor has there occurred an event or condition (including Seller's execution and delivery of or performance under this Agreement) which with the passage of time or the giving of notice (or both) would constitute a default, with regard to the payment or performance of any obligation under any Customer Account; no claim of such a default has been asserted and there is no reasonable basis upon which such a claim could validly be made. Neither Seller nor Stockholders Stockholder has received any notice that any person intends or desires to modify, waive, amend, rescind, release, cancel or terminate any Customer Account. By virtue of the grant, conveyance, sale, transfer and assignment of the Customer Accounts by Seller to Buyer hereunder, Buyer shall own and hold all right, title and interest of Seller in and to the Customer Accounts, without the consent or approval of any other person or entity.

Appears in 1 contract

Samples: Purchase and Sale of Assets Agreement (U S Liquids Inc)

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