Common use of COMPLETENESS; NO VIOLATIONS Clause in Contracts

COMPLETENESS; NO VIOLATIONS. The certified copies of the Certificate of Incorporation and Bylaws, both as amended to date, of the Company, and the copies of all leases, instruments, agreements, licenses, Permits, certificates or other documents which are included on schedules attached hereto or which have been delivered to UniCapital in connection with the transactions contemplated hereby, are complete and correct; neither the Company nor, to the knowledge of the Company, any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and documents attached to this Agreement, the rights and benefits of the Company thereunder will not be materially and adversely affected by the transactions contemplated hereby, and the execution of this Agreement and the performance of the obligations hereunder will not result in a material violation or breach or constitute a material default under any of the terms or provisions thereof. Except as set forth on Schedule 6.29, none of such leases, instruments, agreements, contracts, licenses, Permits, certificates or other documents requires notice to, or the consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby to remain in full force and effect. The consummation of the transactions contemplated hereby will not give rise to any right of termination, cancellation or acceleration or result in the loss of any right or benefit thereunder.

COMPLETENESS; NO VIOLATIONS. The certified copies of the Certificate of Incorporation and Bylaws, both as amended to date, of the Company, and the copies of all leases, instruments, agreements, licenses, Permitspermits, certificates or other documents which are included on schedules attached hereto or which have been delivered to UniCapital in connection with the transactions contemplated hereby, are complete and correct; neither the Company nor, to the knowledge of the CompanyStockholders, any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and documents attached to this Agreement, the rights and benefits of the Company thereunder will not be materially and adversely affected by the transactions contemplated hereby, and the execution of this Agreement and the performance of the obligations hereunder will not result in a material violation or breach or constitute a material default under any of the terms or provisions thereof. Except as set forth on Schedule 6.29, none of such leases, instruments, agreements, contracts, licenses, Permitspermits, certificates or other documents requires notice to, or the consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby to remain in full force and effect. The consummation of the transactions contemplated hereby will not give rise to any right of termination, cancellation or acceleration or result in the loss of any right or benefit thereunder.

COMPLETENESS; NO VIOLATIONS. The certified copies of the Certificate of Incorporation and BylawsCharter Documents, both as amended to date, of the CompanyCompany and the Subsidiaries, and the copies of all leases, instruments, agreements, licenses, Permitspermits, certificates or other documents which are included on schedules attached hereto or which have been delivered or which have been made available to UniCapital the Parent in connection with the transactions contemplated hereby, are complete and correct; neither the Company (including its Subsidiaries) nor, to the knowledge of the CompanyPrincipal Stockholder, any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and documents attached to this Agreement, the rights and benefits of the Company (including its Subsidiaries) thereunder will not be materially and adversely affected by the transactions contemplated hereby, and the execution of this Agreement and the performance of the obligations hereunder will not result in a material violation or breach or constitute a material default under any of the terms or provisions thereof. Except as set forth on Schedule 6.294.25, none of such leases, instruments, agreements, contracts, licenses, Permitspermits, certificates or other documents requires notice to, or the consent or approval of, any governmental agency Governmental Entity or other third party to any of the transactions contemplated hereby to remain in full force and effect. The consummation of the transactions contemplated hereby will not give rise to any right of termination, cancellation or acceleration or result in the loss of any right or benefit thereunder.

COMPLETENESS; NO VIOLATIONS. The certified copies of the Certificate of Incorporation Incorpora tion and Bylaws, both as amended to date, of the Company, and the copies of all leases, instruments, agreements, licenses, Permitspermits, certificates or other documents which are included on schedules attached hereto or which have been delivered or which have been made available to UniCapital in connection with the transactions contemplated hereby, are complete and correct; neither the Company nor, to the knowledge of the CompanyStockholders, any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and documents attached to this Agreement, the rights and benefits of the Company thereunder will not be materially and adversely affected by the transactions contemplated hereby, and the execution of this Agreement and the performance of the obligations hereunder will not result in a material violation or breach or constitute a material default under any of the terms or provisions thereof. Except as set forth on Schedule 6.29, none of such leases, instruments, agreements, contracts, licenses, Permitspermits, certificates or other documents requires notice to, or the consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby to remain in full force and effect. The consummation of the transactions contemplated hereby will not give rise to any right of termination, cancellation or acceleration or result in the loss of any right or benefit thereunder.

COMPLETENESS; NO VIOLATIONS. The certified copies of the Certificate of Incorporation and Bylaws, both as amended to date, of the Company, and the copies of all material leases, instruments, agreements, licenses, Permitspermits, certificates or other documents which are included on schedules Schedules attached hereto or which have been delivered or which have been made available to UniCapital in connection with the transactions contemplated hereby, are complete and correct; neither the Company nor, to the knowledge of the CompanyStockholder, any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and documents attached to this Agreement, the rights and benefits of the Company thereunder will not be materially and adversely affected by the transactions contemplated hereby, and the execution of this Agreement and the performance of the obligations hereunder will not result in a material violation or breach or constitute a material default under any of the terms or provisions thereof. Except as set forth on Schedule 6.29, none of such leases, instruments, agreements, contracts, licenses, Permitspermits, certificates or other documents requires notice to, or the consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby to remain in full force and effect. The consummation of the transactions contemplated hereby will not give rise to any right of termination, cancellation or acceleration or result in the loss of any right or benefit thereunder.

COMPLETENESS; NO VIOLATIONS. The Copies of the certified copies of the Certificate of Incorporation and Bylaws, both as amended to date, of the Company, and the copies of all leases, instruments, agreements, licenses, Permitspermits, certificates or other documents which are included on schedules attached hereto or which have been delivered to UniCapital FASTNET in connection with the transactions contemplated hereby, are complete and correct; neither the Company nor, to the knowledge of the CompanyCompany or the Shareholders, any other party to any of the foregoing is in material default thereunder; and, except EXCEPT as set forth in the schedules and documents attached to this Agreement, the rights and benefits of the Company thereunder will not be materially and adversely affected by the transactions contemplated hereby, and the execution of this Agreement and the performance of the obligations hereunder will not result in a material violation or breach or constitute a material default under any of the terms or provisions thereof. Except as set forth on Schedule 6.29SCHEDULE 5.28, none of such leases, instruments, agreements, contracts, licenses, Permitspermits, certificates or other documents requires notice to, or the consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby to remain in full force and effect. The consummation of the transactions contemplated hereby will not give rise to any right of termination, cancellation or acceleration or result in the loss of any right or benefit thereunder.

COMPLETENESS; NO VIOLATIONS. The certified copies of the Certificate Articles of --------------------------- Incorporation and Bylaws, both as amended to date, of the CompanyCOMPANY, and the copies of all leases, instruments, agreements, licenses, Permitspermits, certificates or other documents which are included on schedules attached hereto or which have been delivered to UniCapital USFLORAL in connection with the transactions contemplated hereby, hereby are complete and correct; neither the Company COMPANY nor, to the knowledge of the CompanySTOCKHOLDER, any other party to any of the foregoing thereto, is in material default thereunder; and, except as set forth in the schedules and documents attached to this Agreement, the rights and benefits of the Company COMPANY thereunder will not be materially and adversely affected by the transactions contemplated hereby, ; and the execution of this Agreement and the performance of the obligations hereunder will not result in a material violation or breach or constitute a material default under any of the terms or provisions thereof. Except as set forth on Schedule 6.296.22, none of such leases, instruments, agreements, contracts, licenses, Permitspermits, certificates or other documents requires notice to, or the consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby to remain in full force and effect. The consummation of the transactions contemplated hereby will not give rise to any right of termination, cancellation or acceleration or result in the loss of any right or benefit thereunder.

COMPLETENESS; NO VIOLATIONS. The certified copies of the Certificate Articles of --------------------------- Incorporation and Bylaws, both as amended to date, of the each Company, and the copies of all leases, instruments, agreements, licenses, Permitspermits, certificates or other documents which are included on schedules attached hereto or which have been delivered to UniCapital USFloral in connection with the transactions contemplated hereby, hereby are complete and correct; neither the Company Companies nor, to the knowledge of the CompanyStockholders, any other party to any of the foregoing thereto, is in material default thereunder; and, except as set forth in the schedules and documents attached to this Agreement, the rights and benefits of the each Company thereunder will not be materially and adversely affected by the transactions contemplated hereby, ; and the execution of this Agreement and the performance of the obligations hereunder will not result in a material violation or breach or constitute a material default under any of the terms or provisions thereof. Except as set forth on Schedule 6.296.22, none of such leases, instruments, agreements, contracts, licenses, Permitspermits, certificates or other documents requires notice to, or the consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby to remain in full force and effect. The consummation of the transactions contemplated hereby will not give rise to any right of termination, cancellation or acceleration or result in the loss of any right or benefit thereunder.

COMPLETENESS; NO VIOLATIONS. The certified copies of the Certificate of Incorporation and BylawsPartnership Agreement, both as amended to date, of the CompanyPartnership, and the copies of all leases, instruments, agreements, licenses, Permitspermits, certificates or other documents which are included on schedules attached hereto or which have been delivered or which have been made available to UniCapital in connection with the transactions contemplated hereby, are complete and correct; neither the Company Partnership (including the Subsidiaries) nor, to the knowledge of the CompanyPartners, any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and documents attached to this Agreement, the rights and benefits of the Company Partnership (including the Subsidiaries) thereunder will not be materially and adversely affected by the transactions contemplated hereby, and the execution of this Agreement and the performance of the obligations hereunder will not result in a material violation or breach or constitute a material default under any of the terms or provisions thereof. Except as set forth on Schedule 6.29, none of such leases, instruments, agreements, contracts, licenses, Permitspermits, certificates or other documents requires notice to, or the consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby to remain in full force and effect. The consummation of the transactions contemplated hereby will not give rise to any right of termination, cancellation or acceleration or result in the loss of any right or benefit thereunder.

COMPLETENESS; NO VIOLATIONS. The Copies of the certified copies of the Certificate of Incorporation Formation and Bylawsthe Operating Agreement, both as amended to date, of the Company, and the copies of all leases, instruments, agreements, licenses, Permitspermits, certificates or other documents which are included on schedules attached hereto or which have been delivered to UniCapital Integra in connection with the transactions contemplated hereby, are complete and correct; neither the Company nor, to the knowledge of the CompanyIndemnity Unitholder, any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and documents attached to this Agreement, the rights and benefits of the Company thereunder will not be materially and adversely affected by the transactions contemplated hereby, and the execution of this Agreement and the performance of the obligations hereunder will not result in a material violation or breach or constitute a material default under any of the terms or provisions thereof. Except as set forth on Schedule 6.293.28, none of such leases, instruments, agreements, contracts, licenses, Permitspermits, certificates or other documents requires notice to, or the consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby to remain in full force and effect. The consummation of the transactions contemplated hereby will not give rise to any right of termination, cancellation or acceleration or result in the loss of any right or benefit thereunder.

COMPLETENESS; NO VIOLATIONS. The certified copies of the Certificate Articles of --------------------------- Incorporation and Bylaws, both as amended to date, of the Companyeach COMPANY, and the copies of all leases, instruments, agreements, licenses, Permitspermits, certificates or other documents which are included on schedules attached hereto or which have been delivered to UniCapital USFLORAL in connection with the transactions contemplated hereby, hereby are complete and correct; neither the Company COMPANIES nor, to the knowledge of the CompanySTOCKHOLDERS, any other party to any of the foregoing thereto, is in material default thereunder; and, except as set forth in the schedules and documents attached to this Agreement, the rights and benefits of the Company each COMPANY thereunder will not be materially and adversely affected by the transactions contemplated hereby, ; and the execution of this Agreement and the performance of the obligations hereunder will not result in a material violation or breach or constitute a material default under any of the terms or provisions thereof. Except as set forth on Schedule 6.296.21, none of such leases, instruments, agreements, contracts, licenses, Permitspermits, certificates or other documents requires notice to, or the consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby to remain in full force and effect. The consummation of the transactions contemplated hereby will not give rise to any right of termination, cancellation or acceleration or result in the loss of any right or benefit thereunder.

COMPLETENESS; NO VIOLATIONS. The certified copies of the Certificate Articles of Incorporation and Bylaws, both as amended to date, of the Company, and the copies of all leases, instruments, agreements, licenses, Permits, certificates or other documents which are included on schedules attached hereto or which have been delivered to UniCapital in connection with the transactions contemplated hereby, are complete and correct; neither the Company nor, to the knowledge of the Company, any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and documents attached to this Agreement, the rights and benefits of the Company thereunder will not be materially and adversely affected by the transactions contemplated hereby, and the execution of this Agreement and the performance of the obligations hereunder will not result in a material violation or breach or constitute a material default under any of the terms or provisions thereof. Except as set forth on in Schedule 6.29, none of such leases, instruments, agreements, contracts, licenses, Permits, certificates or other documents requires notice to, or the consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby to remain in full force and effect. The Except as set forth in Schedule 6.29, the consummation of the transactions contemplated hereby will not give rise to any right of termination, cancellation or acceleration or result in the loss of any right or benefit thereunder.

COMPLETENESS; NO VIOLATIONS. The certified copies of the Certificate Articles --------------------------- of Incorporation and Bylaws, both as amended to date, of the CompanyCOMPANY, and the copies of all leases, instruments, agreements, licenses, Permitspermits, certificates or other documents which are included on schedules attached hereto or which have been delivered to UniCapital USFLORAL in connection with the transactions contemplated hereby, hereby are complete and correct; neither the Company COMPANY nor, to the knowledge of the CompanySTOCKHOLDERS, any other party to any of the foregoing thereto, is in material default thereunder; and, except as set forth in the schedules and documents attached to this Agreement, (i) the rights and benefits of the Company COMPANY thereunder will not be materially and adversely affected by the transactions contemplated hereby, ; and (ii) the execution of this Agreement and the performance of the obligations hereunder will not result in a material violation or breach or constitute a material default under any of the terms or provisions thereof. Except as set forth on Schedule 6.296.22, none of such leases, instruments, agreements, contracts, licenses, Permitspermits, certificates or other documents requires notice to, or the consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby to remain in full force and effect. The Except as set forth on Schedule 6.22, the consummation of the transactions contemplated hereby will not give rise to any right of termination, cancellation or acceleration or result in the loss of any right or benefit thereunder.

COMPLETENESS; NO VIOLATIONS. The certified copies of the Certificate of Incorporation and Bylaws, both as amended to date, of the Company, and the copies of all leases, instruments, agreements, licenses, Permitspermits, certificates or other documents which are included on schedules attached hereto or which have been delivered or which have been made available to UniCapital in connection with the transactions contemplated hereby, are complete and correct; neither the Company nor, to the knowledge of the CompanyStockholders, any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and documents docu ments attached to this Agreement, the rights and benefits of the Company thereunder will not be materially and adversely affected by the transactions contemplated hereby, and the execution of this Agreement and the performance of the obligations hereunder will not result in a material violation or breach or constitute a material default under any of the terms or provisions thereof. Except as set forth on Schedule 6.29, none of such leases, instruments, agreements, contracts, licenses, Permitspermits, certificates or other documents requires notice to, or the consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby to remain in full force and effect. The consummation of the transactions contemplated hereby will not give rise to any right of termination, cancellation or acceleration or result in the loss of any right or benefit thereunder.

COMPLETENESS; NO VIOLATIONS. The certified copies of the Certificate of Incorporation and BylawsCharter --------------------------- Documents, both as amended to date, of the Company, and the copies of all leases, instruments, agreements, licenses, Permitspermits, certificates or other documents which are included on schedules attached hereto or which have been delivered or which have been made available to UniCapital the Parent in connection with the transactions contemplated hereby, are complete and correct; neither the Company nor, to the knowledge of the Company, any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and documents attached to this Agreement, the rights and benefits of the Company thereunder will not be materially and adversely affected by the transactions contemplated hereby, and the execution of this Agreement and the performance of the obligations hereunder will not result in a material violation or breach or constitute a material default under any of the terms or provisions thereof. Except as set forth on Schedule 6.295.28, none of such leases, instruments, ------------- agreements, contracts, licenses, Permitspermits, certificates or other documents requires notice to, or the consent or approval of, any governmental agency or other third party to any of the transactions contemplated hereby to remain in full force and effect. The consummation of the transactions contemplated hereby will not give rise to any right of termination, cancellation or acceleration or result in the loss of any right or benefit thereunder.