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 corporate Subsidiary), as well as the certificate of limited partnership and partnership agreement of any partnership Subsidiary 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 or which have been made available to UniCapital in connection with the transactions contemplated hereby, all as amended to date, are complete and correct; neither the Company (including its Subsidiary) nor, to the knowledge of the Stockholders, any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and docu ments attached to this Agreement, the rights and benefits of the Company (including its Subsidiary) 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 Articles of Incorporation and Bylaws, both as amended to date, of the Company (and corporate Subsidiarythe Subsidiaries), as well as the certificate of limited partnership and partnership agreement of any partnership Subsidiary 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 or which have been made available to UniCapital in connection with the transactions contemplated hereby, all as amended to date, are complete and correct; neither the Company (including its SubsidiarySubsidiaries) nor, to the knowledge of the Majority Stockholders, any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and docu ments documents attached to this Agreement, the rights and benefits of the Company (including its SubsidiarySubsidiaries) 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 Articles --------------------------- and Certificate of Incorporation and Bylaws, both all as amended to date, of the Company (and corporate Subsidiary)COMPANIES, as well as the certificate of limited partnership and partnership agreement of any partnership Subsidiary and the copies of all leases, instruments, agreements, licenses, permits, certificates or other documents of each of COMPANIES which are included on schedules attached hereto or which have been delivered or which have been made available to UniCapital USFLORAL in connection with the transactions contemplated hereby, all as amended to date, hereby are complete and correct; neither of the Company (including its Subsidiary) COMPANIES nor, to the knowledge of the StockholdersSTOCKHOLDERS, any other party to any of the foregoing thereto, is in material default thereunder; and, except as set forth in the schedules and docu ments documents attached to this Agreement, (i) the rights and benefits of either of the Company (including its Subsidiary) COMPANIES 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, 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 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 copy of the Certificate of Incorporation and BylawsPartnership Agreement, both as amended to date, of the Company (and corporate Subsidiary)Partnership, as well as the certificate of limited partnership and partnership agreement of any partnership Subsidiary 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 or which have been otherwise made available to UniCapital in connection with the transactions contemplated hereby, all as amended to date, are complete and correct; neither the Company Partnership (including its Subsidiarythe Partnership Subsidiaries) nor, to the knowledge of the StockholdersPartners, any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and docu ments documents attached to this Agreement, the rights and benefits of the Company Partnership (including its SubsidiaryPartnership 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, 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 corporate Subsidiarysuch Company's Subsidiaries), as well as the certificate of limited partnership and partnership agreement of any partnership Subsidiary 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 or which have been made available to UniCapital in connection with the transactions contemplated hereby, all as amended to date, are complete and correct; neither the Company (including its SubsidiarySubsidiaries) nor, to the knowledge of the Stockholders, any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and docu ments documents attached to this Agreement, the rights and benefits of the Company (including its SubsidiarySubsidiaries) 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 BylawsCharter --------------------------- Documents, both as amended to date, of the Company (and corporate Subsidiary)Company, as well as the certificate of limited partnership and partnership agreement of any partnership Subsidiary 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 or which have been made available to UniCapital the Parent in connection with the transactions contemplated hereby, all as amended to date, are complete and correct; neither the Company (including its Subsidiary) nor, to the knowledge of the Stockholders, nor any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and docu ments documents attached to this Agreement, the rights and benefits of the Company (including its Subsidiary) 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 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 corporate Subsidiarysuch Company's Subsidiaries), as well as the certificate of limited partnership and partnership agreement of any partnership Subsidiary 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 or which have been made available to UniCapital in connection with the transactions contemplated hereby, all as amended to date, are complete and correct; neither the Company (including its SubsidiaryCompany Subsidiaries) nor, to the knowledge of the Stockholders, any other party to any of the foregoing is in material default thereunder; and, except as set forth in the schedules and docu ments documents attached to this Agreement, the rights and benefits of the Company (including its SubsidiaryCompany 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, 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.