Common use of Liabilities and Obligations Clause in Contracts

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to Buyer, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d) For purposes of this Section 3.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement that is not required to be listed on SCHEDULE 5.18(A) and those liabilities under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; andAgreement. (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material; and (iv) those liabilities set forth on SCHEDULE 5.11. (b) The Company has delivered provided to BuyerCCC, in the case of those liabilities which are not fixed or are contested, a reasonable its good faith estimate of the maximum amount which may be payable. (c) Schedule 3.11(c) SCHEDULE 5.11 also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-two- year period prior to the date of this Agreement, which if pursued by the Company or the Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.115.11, the term "liabilities" shall ----------- include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) SCHEDULE 5.11 contains a complete list of all indebtedness of the CompanyCompany as of the Balance Sheet Date.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to BuyerUSFloral, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c5.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-two- year period prior to the date of this Agreement, which if pursued by the Company or the Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.115.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d5.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date March 31, 1998 in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to BuyerNII, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c) also SCHEDULE 3.11 includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-two- year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d) For purposes of this Section 3.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) SCHEDULE 3.11 contains a complete list of all indebtedness of the Company's indebtedness.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to Buyer, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-two- year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d) For purposes of this Section 3.113.11 (and elsewhere in this Agreement), the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement that is not required to be listed on SCHEDULE 5.18(A) and those liabilities under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; andAgreement. (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material; and (iv) those liabilities set forth on SCHEDULE 5.11. (b) The Company has delivered provided to BuyerCCC, in the case of those liabilities which are not fixed or are contested, a reasonable its good faith estimate of the maximum amount which may be payable. (c) Schedule 3.11(c) SCHEDULE 5.11 also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company or the Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.115.11, the term "liabilities" shall ----------- include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) SCHEDULE 5.11 contains a complete list of all indebtedness of the CompanyCompany as of the Balance Sheet Date.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date October 31, 2004 in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, materialmaterial to the Company and its subsidiaries, taken as a whole. (b) The Company has delivered to BuyerShentel, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c3.10(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company or any of its subsidiaries, has made or committed to make any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company or any of its subsidiaries would require additional material expenditures of capital. (d) For purposes of this Section 3.113.10, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature immature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx choate or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a1) The Company is not liable for or subject to any liabilities except for: (i1) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii2) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; andis less than the threshold set forth in any applicable provision of this Agreement expressly permitting exemption from disclosure of the particular type of liability; (iii3) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material; and (4) liabilities relating to occasional customer product replacements or adjustments requested after the Balance Sheet Date for products shipped prior to or subsequent to the Balance Sheet Date, not in excess of historical amounts over such time period. (b2) The Company has delivered to Buyer, in the case of those liabilities disclosed in the Schedules hereto, which are either (i) not fixed or (ii) are being contested, a reasonable estimate of the maximum amount which may be payable. (c3) Schedule 3.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations operations, the expansion or the acquisition of any real property or existing businessleased facilities, the acquisition of any business or the purchase, lease or development of significant equipment or systems, to which management of the Company has made any material expenditure expenditure, contract or commitment in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d4) For purposes of this Section 3.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) contains a complete list of all indebtedness for borrowed money of the Company.

Liabilities and Obligations. (a) i. The Company is not liable for or subject to any liabilities except for: (i1) those liabilities reflected on the Interim Company Balance Sheet and not previously paid or discharged; (ii2) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule SCHEDULE to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii3) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) ii. The Company has delivered to BuyerCCC, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(ciii. SCHEDULE 5.11(C) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company or the Surviving Corporation would require additional material expenditures of capital. (d) iv. For purposes of this Section 3.115.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(dSCHEDULE 5.11(D) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to Buyer, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d) For purposes of this Section 3.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx choate or inchoate, liquidated or unliquidated, secured or unsecuredunsecuxxx. Schedule 3.11(d) contains a complete list of all known indebtedness of the Company.

Liabilities and Obligations. (ai) The Except as disclosed on Schedule 4.1(u)(v), the Company is not liable for or subject to any liabilities except for: (iA) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (iiB) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; (C) the lease of the Sundog Premises; and (iiiD) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (bii) The Company has delivered to BuyerPurchaser, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable.; (ciii) Schedule 3.11(c4.1(m)(iii) also includes sets forth a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this AgreementEffective Date, which if pursued by the Company would require additional material expenditures of capital.; and (div) For purposes of this Section 3.114.1(m), the term "liabilities" shall include include, without limitation limitation, any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx choate or inchoate, liquidated or unliquidatedunliquidatex, secured or unsecured. Schedule 3.11(d4.1(s)(ii) insofar as it relates to the leases contains a complete list of all interest-bearing indebtedness of the CompanyCompany not disclosed on the Company Financial Statements.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to BuyerUSFloral, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c4.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company or the Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.114.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d4.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet Financial and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and; (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to Buyer, in the case of those There are no liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c) also includes a summary description of all There are no current plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company or any Subsidiary has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital, other than in connection with the Site (as defined in Section 4.16(g)). (d) For purposes of this Section 3.114.10, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) contains The Interim Financial delivered to Purchaser contain a complete list of all indebtedness of Company (on a consolidated basis) as of the CompanyClosing Date.

Liabilities and Obligations. (a) The Neither Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its such Company's business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, materialmaterial to such Company. (b) The Each Company has delivered to BuyerUSFloral, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c5.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the either Company has made any material expenditure in the two-two- year period prior to the date of this Agreement, which if pursued by the such Company or such Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.115.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d5.11(d) contains a complete list of all indebtedness of the each Company.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to BuyerUSFloral, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c5.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company or the Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.115.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d5.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities (excluding solely for purposes of this representation and warranty liabilities which under GAAP are classified as accounts payable) are not, individually or in the aggregate, material. (b) The Company has delivered to BuyerAztec, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c3.10(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company or the Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.113.10, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a) The To the Stockholders' knowledge, the Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet November Financials and Schedule 3.10(a) and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Where so requested by RIGINC, the Company has delivered to BuyerRIGINC, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c3.10(c) also includes a summary description of all plans or projects presently in effect or contemplated by the Stockholders involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d) For purposes of this Section 3.113.10, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx choate or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) contains a complete list of all indebtedness of the Companyunsecxxxx.

Liabilities and Obligations. (a) The No Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Each Company has delivered to BuyerUSFloral, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c5.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the any Company has made any material expenditure in the two-two- year period prior to the date of this Agreement, which if pursued by such Company or the Company respective Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.115.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d5.11(d) contains a complete list of all indebtedness of the any Company.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to BuyerSet forth on SCHEDULE 4.11(B) is, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(cSCHEDULE 4.11(C) also includes a summary description of all current plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d) For purposes of this Section 3.11SECTION 4.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(dSCHEDULE 4.11(D) contains a complete list of all indebtedness of the CompanyCompany as of the Closing Date.

Liabilities and Obligations. (a) The To the Stockholders' knowledge, the Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet Audited Financials and Schedule 3.10(a) and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Where so requested by Parent, the Company has delivered to BuyerParent, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c3.10(c) also includes a summary description of all plans or projects presently in effect or contemplated by the Stockholders involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d) For purposes of this Section 3.113.10, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously pre viously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement that is not required to be listed on SCHE DULE 5.18(A) and those liabilities under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; andAgreement. (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material; and (iv) those liabilities set forth on SCHEDULE 5.11. (b) The Company has delivered provided to BuyerCCC, in the case of those liabilities which are not fixed or are contested, a reasonable its good faith estimate of the maximum amount which may be payable. (c) Schedule 3.11(c) SCHEDULE 5.11 also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-two- year period prior to the date of this Agreement, which if pursued by the Company or the Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.115.11, the term "liabilities" shall ----------- include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) SCHEDULE 5.11 contains a complete list of all indebtedness of the CompanyCompany as of the Balance Sheet Date.

Liabilities and Obligations. (a) The Company Partnership is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company Partnership has delivered to BuyerUSFloral, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c5.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company Partnership has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company Partnership or the Surviving Corporation would require additional material expenditures of capital. (d) Neither Partner is liable for or subject to any liabilities for any liabilities other than the liabilities of the Partnership. (e) For purposes of this Section 3.115.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d5.11(d) contains a complete list of all indebtedness of the CompanyPartnership.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to Buyer, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d) For purposes of this Section 3.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx choate or inchoate, liquidated or unliquidated, secured or unsecuredxxxxxured. Schedule 3.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a) The Company Seller is not liable for or subject to any liabilities except for: for those "Liabilities": (iA) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; ; (iiB) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement Contract specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because such Contract is deemed immaterial in accordance with the terms of the term or amount involved or otherwisethis Agreement; and (iiiC) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. , and (bD) The Company has delivered to Buyer, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (cset forth on Schedule 4.01(f)(1). Schedule 4.01(f)(2) Schedule 3.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company Seller has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d) . For purposes of this Section 3.11Agreement, the term "liabilitiesLiabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a) The Neither the Company nor any Subsidiary is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on to which the Company or any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; andits Subsidiaries is a party; (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material; and (iv) those liabilities set forth on SCHEDULE 5.10. (b) The Company has delivered provided to BuyerCCC, in the case of those liabilities which are not fixed or are contested, a reasonable its good faith estimate of the maximum amount which may be payable. (c) Schedule 3.11(c) SCHEDULE 5.10 also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-two- year period prior to the date of this Agreement, which if pursued by the Company Company, any Subsidiary or the Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.115.10, the term "liabilities" shall ----------- include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) SCHEDULE 5.10 contains a complete list of all indebtedness of the CompanyCompany and its Subsidiaries for borrowed money as of the Balance Sheet Date.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to BuyerUSFloral, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c5.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-two- year period prior to the date of this Agreement, which if pursued by the Company or the Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.115.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d5.11(d) contains a complete list of all indebtedness of the CompanyCompany in excess of $10,000, either individually or in the aggregate.

Liabilities and Obligations. (a) The Company is Companies are not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and; (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material; and (iv) those liabilities set forth on Schedule 3.11(a)(iv). (b) The Company has Companies have delivered to BuyerAppNet, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(cSCHEDULE 3.11(C) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has Companies have made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company Companies or the Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to BuyerSet forth on Schedule 4.11(b) is, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c4.11(c) also includes a summary description of all current plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d) For purposes of this Section 3.114.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d4.11(d) contains a complete list of all indebtedness of the CompanyCompany as of the Closing Date.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and; (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material; and (iv) those liabilities disclosed on Schedule 4.10(a). (b) The Company has delivered to BuyerSet forth on Schedule 4.10(b) is, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c4.10(c) also includes a summary description of all current plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company or any Subsidiary has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d) For purposes of this Section 3.114.10, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d4.10(d) contains a complete list of all indebtedness of Company (on a consolidated basis) as of the CompanyClosing Date.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to BuyerUSFloral, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c5.11(c) also includes a summary description of all future plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company or the Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.115.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d5.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to BuyerUSFloral, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c5.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company or the Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.115.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibilityresponsibility which are in excess of $10,000 in the aggregate, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, or secured or unsecured. Schedule 3.11(d5.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and; (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material; and (iv) those liabilities disclosed on Schedule 6.10(a). (b) The Company has delivered to BuyerSet forth on Schedule 6.10(b) is, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c6.10(c) also includes a summary description of all current plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company or any Subsidiary has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d) For purposes of this Section 3.116.10, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d6.10(d) contains a complete list of all indebtedness of Company (on a consolidated basis) as of the CompanyEffective Time.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to BuyerUSFloral, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c4.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-two- year period prior to the date of this Agreement, which if pursued by the Company or the Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.114.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, given or agreed to be given. Schedule 3.11(d4.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a) The Company is Companies are not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to BuyerSet forth on Schedule 4.11(b) is, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c4.11(c) also includes a summary description of all current plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has Companies have made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company Companies would require additional material expenditures of capital. (d) For purposes of this Section 3.114.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d4.11(d) contains a complete list of all indebtedness of the CompanyCompanies as of the Closing Date.

Liabilities and Obligations. (a) The Neither the Company nor any of its subsidiaries is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, materialmaterial to the Company and its subsidiaries, taken as a whole. (b) The Company has delivered to BuyerNavigant, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company or any of its subsidiaries, has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company or any of its subsidiaries or the Surviving Entity would require additional material expenditures of capital. (d) For purposes of this Section 3.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) contains a complete list of all indebtedness of the Company.3.11

Liabilities and Obligations. (a) The Company is Partnerships are not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company Each Partnership has delivered to BuyerUSFloral, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c5.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company either Partnership has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by either of the Company Partnerships or the Newcos would require additional material expenditures of capital. (d) For purposes of this Section 3.115.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d5.11(d) contains a complete list of all indebtedness of the Companyeach Partnership.

Liabilities and Obligations. (a) The Company is not liable for or subject to any material liabilities except forother than: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course Ordinary Course of its business consistent with past practice Business under any contract, lease, commitment or agreement specifically disclosed on any Schedule in the Disclosure Letter to this Agreement or not required to be disclosed thereon therein because of the term or amount involved or otherwise; andinvolved; (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course Ordinary Course of business consistent Business; (iv) liabilities arising in connection with past practicethe transaction contemplated by this Agreement; and (v) liabilities related to the redemption transaction dated August 13, which liabilities are not2004 between the Company, individually the Company Stockholder and the Former Stockholder and related financing transactions or as listed in Section 3.12 of the aggregate, materialDisclosure Letter. (b) The Company has delivered to Buyer, in the case is not a guarantor or otherwise liable for any liability or obligation of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payableany other Person. (c) Schedule 3.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d) For purposes of this Section 3.113.13, the term "“liabilities" ” shall include include, without limitation limitation, any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either responsibility that is accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) contains a complete list of all indebtedness of , provided, however, the Companyterm “liabilities” shall exclude any liability, cost, expense, obligation or responsibility arising from the Retention Agreements or Employment Agreement.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to Buyer, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c) also includes a summary description of all no current plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital... (dc) For purposes of this Section 3.114.10, the term "“liabilities" ” shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d. (d) contains The Company has delivered to Purchaser a complete list and accurate list, as of all indebtedness a date not more than two (2) business days prior to the date hereof, of the liabilities of the Company, none of which are in default.

Liabilities and Obligations. (a) The Except as set forth on Schedule 3.11(a), the Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to Buyer, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company or the Surviving Corporation would require additional material expenditures of capital. (d) For purposes of this Section 3.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) The Company has delivered to Buyer, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable. (c) Schedule 3.11(c) also includes a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d) For purposes of this Section 3.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx choate or inchoate, liquidated or liquidatxx xx unliquidated, secured or unsecured. Schedule 3.11(d) contains a complete list of all indebtedness of the Company.

Liabilities and Obligations. (ai) The Except as disclosed on Schedule 4.1(u)(v), the Company is not liable for or subject to any liabilities except for: (iA) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; (iiB) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; (C) the lease of the Sundog Premises; and (iiiD) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (bii) The Company has delivered to BuyerPurchaser, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which may be payable.; (ciii) Schedule 3.11(c4.1(m)(iii) also includes sets forth a summary description of all plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this AgreementEffective Date, which if pursued by the Company would require additional material expenditures of capital.; and (div) For purposes of this Section 3.114.1(m), the term "liabilities" shall include include, without limitation limitation, any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d4.1(s)(ii) insofar as it relates to the leases contains a complete list of all interest-bearing indebtedness of the CompanyCompany not disclosed on the Company Financial Statements.

Liabilities and Obligations. (a) The Company is not liable for or subject to any liabilities except for: : (i) those liabilities reflected on the Interim Balance Sheet and not previously paid or discharged; ; (ii) those liabilities arising in the ordinary course of its business consistent with past practice under any contract, commitment or agreement specifically disclosed on any Schedule to this Agreement or not required to be disclosed thereon because of the term or amount involved or otherwise; and and (iii) those liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice, which liabilities are not, individually or in the aggregate, material. (b) For purposes of this Section 3.10, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmatured or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.10 contains a list of all indebtedness of the Company. (c) The Company has delivered to BuyerFTI, in the case of those liabilities which are not fixed or are contested, a reasonable estimate of the maximum amount which that may be payable. (cd) Schedule 3.11(c) also includes a summary description of all The Company has no plans or projects involving the opening of new operations, expansion of any existing operations or the acquisition of any real property or existing business, to which management of the Company has made any material expenditure in the two-year period prior to the date of this Agreement, which if pursued by the Company would require additional material expenditures of capital. (d) For purposes of this Section 3.11, the term "liabilities" shall include without limitation any direct or indirect liability, indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, either accrued, absolute, contingent, mature, unmature or otherwise and whether known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured. Schedule 3.11(d) contains a complete list of all indebtedness of the Company.