Common use of Material Contracts and Commitments Clause in Contracts

Material Contracts and Commitments. (a) Schedule 5.18(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company and any affiliate of the Company or any officer, director or stockholder of the Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral true, complete and correct copies of the Material Contracts. The Company has complied with all of its commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.2, is valid and binding on the Company and is in full force and effect and is not, to the knowledge of the Company, subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company [has obtained/will obtain prior to the Closing Date] all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b). (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any of the Stockholders owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.

Material Contracts and Commitments. (a) Schedule 5.18(a) contains a complete and accurate list of all contractsThe Company has made available each written contract, commitmentscommitment, leaseslease, instrumentsinstrument, agreements, licenses agreement or permits, written or oral, contracting license to which the Company or any Subsidiary is a party or by which it or its any of their respective properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company or any Subsidiary on the one hand and on the other hand any affiliate of the Company or any Subsidiary or any officer, director or stockholder shareholder of the Company or any Subsidiary are parties ("Related ------- Party Agreements"); or (ii) that may give rise to obligations or liabilities ---------------- exceeding, during the current term thereof, $10,00050,000 individually, or that may generate revenues or income exceeding, during the current term thereof, $10,000 50,000 individually (collectively with the Related Party Agreements, the "Material -------- Contracts"). The Company has delivered ; or (iii) that provides rights to USFloral trueindemnification to any current or --------- former directors, complete and correct copies officers, employees or agents of the Material ContractsCompany or any Subsidiary. The Other than as disclosed on SCHEDULE 5.17(A) the Company and each Subsidiary has complied with all of its material commitments and obligations and obligations, is not in default under any of the Material Contracts, except as arising in the ordinary course of business, has no contracts under which the work has been substantially delayed or changed for which proper compensation is not expected, has no pending or expected claims in excess of $50,000 against a prime contractor or owner in connection with completed work or work in progress, and no has not received any notice of default has been received with respect to any obligation thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.27.4, is valid and binding on the Company or its Subsidiaries and is in full force and effect and is notand, to the knowledge of the Company, is not subject to any default thereunder by any party obligated to the Company or its Subsidiaries pursuant thereto. The Company [has obtained/will obtain prior to the Closing Date] all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b). (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any of the Stockholders Stockholder owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders Stockholder owns a material interest, are set forth in Schedule 5.18(c). (dSCHEDULE 5.17(C) The pledge, hypothecation or mortgage of all or substantially all as of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bounddate indicated therein.

Material Contracts and Commitments. (a) Schedule 5.18(a4.18(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) the (i) to which the Company Companies and any affiliate of the Company Companies or any officer, director or stockholder of the Company Companies are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,00020,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 20,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has Companies have delivered to USFloral true, complete and correct copies of the Material ContractsContracts that are in writing. The Company has Companies have complied with all of its their commitments and obligations and is are not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.26.4, is valid and binding on the Company Companies and is in full force and effect and is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the Company Companies pursuant thereto. The Company [has obtained/will obtain prior to the Closing Date] Companies have obtained all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger Stock Purchase and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b4.18(b). (c) The outstanding balance balances on all loans or credit agreements either (i) between the Company Companies and any Person in which any of the Stockholders owns a material interest, or (ii) guaranteed by the Company Companies for the benefit of any Person in which any of the Stockholders owns a material interest, are set forth in Schedule 5.18(c4.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's Companies' assets (including, without limitation, a pledge of the Company's Companies' contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d4.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company Companies (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d4.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is Companies are a party or by which the property of the Company is Companies are bound.

Material Contracts and Commitments. (a) Schedule 5.18(a) contains a The Stockholders have delivered to Buyer true, complete and accurate list correct copies of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, limitation joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company and any affiliate of the Company or any officer, director or stockholder of the Company are parties ("“Related Party Agreements"”); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,000liabilities, or (iii) that may generate significant revenues or income exceeding, during the current term thereof, $10,000 (collectively with the Related Party Agreements, the "“Material Contracts"”). The Company has delivered to USFloral true, Schedule 3.24(a) sets forth a complete and correct copies list of all Material Contracts of the Material Contracts. The Company. (b) Except to the extent set forth on Schedule 3.24(b), (i) the Company has complied with all of its commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and (ii) there are no Material Contracts that were not negotiated at arm's ’s length. Except to the extent set forth on Schedule 3.24(b), the Company has not received any material customer complaints concerning its products and/or services, nor has it had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material revenue. (bc) Each Material Contract, except those terminated pursuant to Section 7.2, Contract is valid and binding on the Company and is in full force and effect and is not, to the knowledge of the Company, Company is not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company [has obtained/will obtain prior to the Closing Date] obtained all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger transactions contemplated by this Agreement and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("“Third Party Consents"”). All Third Party Consents are listed on Schedule 5.18(b). (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any of the Stockholders owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as Third Party Consents set forth on Schedule 5.18(d), (i3.24(c) result except as waived by Buyer in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is boundwriting.

Material Contracts and Commitments. Except to the extent set forth on Schedule 3.11, Sterling and each of its subsidiaries: (ai) Schedule 5.18(a) contains a complete has performed all material obligations required to be performed by it under, and accurate list of has complied in all material respects with all written and oral contracts, commitments, leases, instruments, agreements, licenses commitments and similar agreements or permits, written or oralarrangements that as of the date of this Agreement are material to Sterling and its subsidiaries taken as a whole, to which the Company Sterling or any of its subsidiaries is a party or by which it Sterling or any of its subsidiaries or any of their properties are may be bound (including without limitationincluding, but not limited to, municipal contracts, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which collectively, the Company and any affiliate of the Company or any officer, director or stockholder of the Company are parties ("Related Party AgreementsSterling Contracts"); or and (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral true, complete and correct copies of the Material Contracts. The Company has complied with all of its commitments and obligations and is not in material default under any of the Material Contracts, such Sterling Contract and no notice of default or delinquency has been received received, nor has any event occurred which, with respect due notice or lapse of time or both, would constitute such a default. To the knowledge of Sterling and the Selling Stockholders, no other party to any Sterling Contract is in default in respect thereof, and there are no Material event has occurred which, with due notice or lapse of time or both, would constitute such a default. Except for oral contracts for materials and contracts with subcontractors or material suppliers made in the ordinary course of business, Schedule 3.11 sets forth an accurate list of all Sterling Contracts that were which as of the date of this Agreement (i) commit Sterling or any of its subsidiaries to a commitment involving in any one case $50,000 or more or (ii) by their terms do not negotiated at arm's length. terminate and cannot be terminated within six (b6) months, and Sterling has furnished or made available to the Purchaser copies of all Sterling Contracts listed on Schedule 3.11. Each Material Contract, except those terminated pursuant to Section 7.2, of the Sterling Contracts listed on Schedule 3.11 is a valid and binding on obligation of Sterling or its subsidiaries, as the Company case may be, and is in full force and effect and is notenforceable against the parties thereto in accordance with its terms and, except to the knowledge of extent breached by the Company, subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company [has obtained/will obtain prior to the Closing Date] all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated herebyother party, or are required unless it expires by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b). (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any of the Stockholders owns a material interestits terms prior thereto, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d)3.11, (i) result will continue in such force and effect following the breach or violation of, (ii) constitute a default under, (iii) create a right Closing Date and requires no consent of termination under, or (iv) result in any party to the creation or imposition execution of (this Agreement and the other Transaction Documents or the obligation to create or impose) any lien upon any consummation of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms transactions contemplated hereby and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is boundthereby.

Material Contracts and Commitments. (a) Schedule 5.18(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company and any affiliate of the Company or any officer, director or stockholder of the Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,00025,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 25,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral true, complete and correct copies of the Material Contracts. The Company has complied with all of its commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.27.4, is valid and binding on the Company and is in full force and effect and is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company [has obtained/will obtain prior to the Closing Date] all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b). (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any of the Stockholders owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.

Material Contracts and Commitments. (a) Schedule 5.18(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company and any affiliate of the Company or any officer, director or stockholder of the Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,00025,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 25,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral true, complete and correct copies of the written, and summaries of any oral Material Contracts. The Company has complied with all of its commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.27.4, is valid and binding on the Company and is in full force and effect and is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company [has obtained/will shall obtain prior to the Closing Date] all necessary consents, waivers and approvals of parties to any Material Contracts Contracts, including those set forth on Schedule 5.18(b), that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b). (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any of the Stockholders owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.

Material Contracts and Commitments. (a) Schedule 5.18(a) contains a complete and accurate list As of all contractsthe date of this Agreement, commitmentsexcept as otherwise set forth in the Financial Statements or in this Agreement, leases, instruments, agreements, licenses there are no Contracts or permitsPermits, written or oral, to which the Company ICMS is a party or by which it or its properties are bound (including bound, with the exception of Management and Consulting agreements, including, without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company ICMS and any affiliate of the Company or any officer, director or stockholder of the Company Related Party are parties ("“Related Party Agreements"”); or and (ii) that may give rise to obligations or liabilities Liabilities exceeding, during the current term thereof, $10,00010,000 individually, or that may generate revenues or income exceeding, during the current term thereof, $10,000 individually (collectively with the Related Party Agreements, the "“Material Contracts"”). The ICMS has provided Company has delivered with access to USFloral true, complete and correct copies of the Material Contracts. The Company ICMS has complied with all of its commitments and obligations and obligations, is not in default under any of the Material Contracts, has no Contracts under which the work has been substantially delayed or changed for which proper compensation is not expected, has no pending or expected claims in excess of $10,000 against a prime contractor or owner in connection with completed work or work in progress, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's ’s length. (b) Each Material Contract, except those terminated pursuant to Section 7.2, Contract is valid and binding on the Company ICMS and is in full force and effect and is notand, to the knowledge Knowledge of the CompanyXxxxxxx, subject to there has not been any breach or default thereunder under any Material Contract by any party obligated to the Company ICMS pursuant thereto. The Company [has obtained/Xxxxxxx will use its Best Efforts to obtain prior to the Closing Date] Date all necessary consentsConsents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated herebyContemplated Transactions, or are required by any governmental agency Governmental Body or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger consummation of the Contemplated Transactions and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("“Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b”). (c) The outstanding balance on all Except as disclosed in the Schedules hereto, there are no loans or credit agreements either (i) between the Company ICMS and any Person in which any of the Stockholders Xxxxxxx owns a material interest, or (ii) guaranteed by the Company ICMS for the benefit of any Person in which any of the Stockholders Xxxxxxx owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.

Material Contracts and Commitments. (a) Schedule 5.18(aSection 3.13(a) of the Company Disclosure Letter contains a complete true and accurate correct list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which Material Contracts as of the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreementsdate of this Agreement. Except as disclosed in Section 3.13(a) (i) to which the Company and any affiliate of the Company or any officerDisclosure Letter, director or stockholder of the Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral true, true and complete and correct copies of the each Material Contracts. The Company has complied with Contract, including all of its commitments material amendments, modification, supplements, exhibits and obligations schedules and is not in default under any of the Material Contractsaddenda thereto, and no notice of default has have been received with respect Made Available to any thereof, and there are no Material Contracts that were not negotiated at arm's lengthSPAC. (b) Each Except for any Material ContractContract that will terminate upon the expiration of the stated term thereof prior to the Closing Date or the termination of which is otherwise contemplated by this Agreement, except those terminated pursuant to each Material Contract listed on Section 7.2, is valid and binding on 3.13(a) of the Company and Disclosure Letter is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the applicable Group Company which is nota party thereto and, to the knowledge Knowledge of the Company, subject represents the legal, valid and binding obligations of the counterparties thereto. Except, in each case, where the occurrence of such breach or default or failure to any perform would not be material to the business of the Company and its Subsidiaries, taken as a whole, (x) the applicable Group Company has duly performed all of its obligations under each such Material Contract as set forth in Section 3.13(a) of the Company Disclosure Letter to which it is a party to the extent that such obligations to perform have accrued, (y) no breach or default thereunder by any party obligated the Group Company with respect thereto, or, to the Company pursuant thereto. The Company [has obtained/will obtain prior to the Closing Date] all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any Knowledge of the transactions contemplated herebyCompany, any other party or obligor with respect thereto, has occurred, and (z) no event has occurred that with notice or lapse of time, or are required by any governmental agency both, would constitute such a default or other third party or are advisable in order that any breach of such Material Contract remain in effect without modification after by the Merger and without giving rise Company or any of its Subsidiaries or, to the Knowledge of the Company, any right other party thereto, or would entitle any third party to termination, cancellation or acceleration or loss of prematurely terminate any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b)Material Contract. (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any None of the Stockholders owns a material interestGroup Companies has within the last twelve (12) months provided to or received from the counterparty to any Material Contract any written notice or written communication to terminate, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders owns a material interestnot renew, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.

Material Contracts and Commitments. (a) Schedule 5.18(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company either Partnership is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) ) (i) to which the Company either Partnership and any affiliate of the Company either Partnership or any officer, director or stockholder of the Company Seller are parties ("Related Related-Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,00050,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 50,000 (collectively with the Related Related-Party Agreements, the "Material Contracts"). The Company Each Partnership has delivered to USFloral true, complete and correct copies of the Material Contracts. The Company Each Partnership has complied with all of its commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. Each Partnership is a party to all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, which are necessary for the continued operation of its business as it is currently being conducted. (b) Each Material Contract, except those terminated pursuant to Section 7.27.4, is valid and binding on the Company Partnership which is a signatory thereto and is in full force and effect and currently is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the Company pursuant Partnership which is a signatory thereto. The Company [has obtained/To each Partnership's knowledge, no basis for assertion of default exists under any Material Contract, except those terminated pursuant to Section 7.4, against any party obligated to the Partnership which is a signatory thereto. Each Partnership will obtain prior to the Closing Date] Date all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger consummation of the underlying transaction and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Third-Party Consents"). All Third Third-Party Consents are listed on Schedule 5.18(b). (c) The outstanding balance on all loans or credit agreements either (i) between the Company either Partnership and any Person entity in which any of the Stockholders owns Sellers own a material interest, or (ii) guaranteed by the Company either Partnership for the benefit of any Person entity in which any of the Stockholders owns Sellers own a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) Partnership Interests will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company Partnerships (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company either Partnership is a party or by which the property of the Company either Partnership is bound.

Material Contracts and Commitments. (a) Schedule 5.18(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company and any affiliate of the Company or any officer, director or stockholder of the Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral true, complete and correct copies of the Material Contracts. The Company has complied with all of its commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.27.4, is valid and binding on the Company and is in full force and effect and is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company [has obtained/will obtain prior to the Closing Date] all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b). (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any of the Stockholders Stockholder owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders Stockholder owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.

Material Contracts and Commitments. (a) Schedule 5.18(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the any Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the any Company and any affiliate of the any Company or any officer, director or stockholder of the any Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Each Company has delivered to USFloral true, complete and correct copies of the Material Contracts. The Each Company has complied with all of its commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.27.4, is valid and binding on the Company that entered into such Material Contract and is in full force and effect and is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the such Company pursuant thereto. The Each Company [has obtained/will obtain prior to the Closing Date] obtained all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger Mergers and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b). (c) The outstanding balance on all loans or credit agreements either (i) between the any Company and any Person in which any of the Stockholders Stockholder owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders Stockholder owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the any Company's assets (including, without limitation, a pledge of the any Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the such Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the any Company is a party or by which the property of the any Company is bound.

Material Contracts and Commitments. (a) Schedule 5.18(a6.17(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company or any Subsidiary is a party or by which it they or its their properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company or any Subsidiary and any affiliate of the Company or any Subsidiary or any officer, director or stockholder Stockholder of the Company or any Subsidiary are parties or have any interest ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,00020,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 20,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral Genesis true, complete and correct copies of the Material ContractsContracts that are in writing. The Company and each Subsidiary has complied with all of its their commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.26.3(b), is valid and binding on the Company and each Subsidiary and is in full force and effect and is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the Company or any Subsidiary pursuant thereto. The Except as disclosed in Schedule 6.17(b), Company [and each Subsidiary has obtained/will obtain prior to the Closing Date] obtained all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b)benefit. (c) The outstanding balance balances on all loans or credit agreements either (i) between the Company or any Subsidiary and any Person person in which any of the Stockholders Stockholder owns a material interest, or (ii) guaranteed by the Company or any Subsidiary for the benefit of any Person person in which any of the Stockholders Stockholder owns a material interest, are set forth in Schedule 5.18(c6.17(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's or any Subsidiary's assets (including, without limitation, a pledge of the Company's or any Subsidiary's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d6.17(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien Lien upon any of the assets of the Company or any Subsidiary (other than a lien Lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d6.17(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company or any Subsidiary is a party or by which the property of the Company or any Subsidiary is bound.

Material Contracts and Commitments. (a) Schedule 5.18(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company Company, on the one hand, and any affiliate of the Company or any officer, director or stockholder of the Company Company, on the other hand, are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,00015,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 15,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral true, complete and correct copies of the Material Contracts. The Company has complied with all of its commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and and, except as otherwise set forth on Schedule 5.18(a), there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.27.4, is valid and binding on the Company and is in full force and effect and is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company [has obtained/will obtain prior to the Closing Date] Date all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b). (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any of the Stockholders owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.

Material Contracts and Commitments. (a) Section 3.12 of the Disclosure Schedule 5.18(a) contains sets forth a complete list, indicating the parties thereto, of each executory contract and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, lease to which the Company or any Subsidiary is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreementsthe “Material Contracts”) that constitutes: (i) a lease of personal property involving annual consideration in excess of $25,000; (ii) a Real Property Lease; (iii) an agreement involving payment or other obligations of more than $50,000 in the aggregate that is not cancelable with less than twelve (12) months’ notice; (iv) a labor union contract; (v) a loan agreement, promissory note, letter of credit, or other evidence of indebtedness (other than advances to which Company Employees in the Ordinary Course of Business) whether as a signatory, guarantor or otherwise; (vi) an agreement not to compete in any business or geographic area; (vii) a material agreement with a Company and any affiliate Stockholder or officer or director of the Company or any officerSubsidiary; (viii) an agreement with any Company Employee or consultant, director independent contractor, providing for annual compensation, or stockholder other payment, in excess of $100,000; (ix) a joint venture or similar agreement; (x) a power of attorney or proxy; (xi) a license to use Licensed Intellectual Property (other than “shrink-wrap” software licenses) or a license granting any Person to use Intellectual Property of the Company are parties or any of the Subsidiaries; ("Related Party Agreements"); xii) any contract guaranteeing the payment or performance of the obligations of any Person; (iixiii) that may give rise any other agreement which was not entered into in the Ordinary Course of Business and which is material to obligations the Company or liabilities exceeding, during the current term thereof, $10,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 any Subsidiary. (collectively with the Related Party Agreements, the "Material Contracts"). b) The Company has delivered made available to USFloral Parent true, correct and complete and correct copies of the Material Contracts. (c) All of the Material Contracts are valid, binding and enforceable obligations of the Company or the Subsidiary that is a party thereto and, to the Company’s Knowledge, the other parties thereto. The Neither the Company, any Subsidiary, nor, to the Company’s Knowledge, any other party is in breach or violation of, or default under, any provision of any Material Contract except for a breach, violation or default that would not have a Material Adverse Effect. To the Company’s Knowledge, no event which, with notice of passage of time, or both, would constitute a material default, exists under any of the Material Contracts. Neither the Company, any Subsidiary, nor to the Company’s Knowledge any other party has repudiated or waived any material provision of any Material Contract. To the Company’s Knowledge, assuming that the consents set forth in Section 3.12 of the Disclosure Schedule have been obtained, no circumstances exist that would give rise to a right of rescission, termination, revision or amendment of any Material Contract by any party thereto as a result of any of the transactions contemplated by this Agreement. (d) Neither the Company nor any Subsidiary has complied with all of its commitments and obligations and is not in default under received any written notice that any Person intends to cancel any of the Material Contracts, and to the Company’s Knowledge no notice of default has been received such cancellation is threatened. (e) All discounts, allowances, volume rebates or similar reductions in price, or “most favored customer” status or other price concession granted by the Company or any Subsidiary to any customer (i) with respect to any thereofsales generated on or before July 31, 2005, have been reflected in the Financial Statements and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.2, is valid and binding on the Company and is in full force and effect and is not, to the knowledge of the Company, subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company [has obtained/will obtain prior to the Closing Date] all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b). (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any of the Stockholders owns a material interest, or (ii) guaranteed by with respect to sales generated after July 31, 2005 will be reflected in the Closing Balance Sheet. Neither the Company for the benefit of nor any Person in which any of the Stockholders owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company Subsidiary is a party or by which to any agreement with a term greater than one (1) year guaranteeing the property price of the Company is boundany of its products.

Material Contracts and Commitments. (a) Schedule 5.18(a) contains a complete and accurate list As of all contractsthe date of this Agreement, commitmentsexcept as otherwise set forth in the Financial Statements or in this Agreement, leases, instruments, agreements, licenses there are no Contracts or permitsPermits, written or oral, to which the Company ICMS is a party or by which it or its properties are bound (including bound, with the exception of Management and Consulting agreements, including, without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company ICMS and any affiliate of the Company or any officer, director or stockholder of the Company Related Party are parties ("“Related Party Agreements"”); or and (ii) that may give rise to obligations or liabilities Liabilities exceeding, during the current term thereof, $10,00010,000 individually, or that may generate revenues or income exceeding, during the current term thereof, $10,000 individually (collectively with the Related Party Agreements, the "“Material Contracts"”). The ICMS has provided Company has delivered with access to USFloral true, complete and correct copies of the Material Contracts. The Company ICMS has complied with all of its commitments and obligations and obligations, is not in default under any of the Material Contracts, has no Contracts under which the work has been substantially delayed or changed for which proper compensation is not expected, has no pending or expected claims in excess of $10,000 against a prime contractor or owner in connection with completed work or work in progress, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's ’s length. (b) Each Material Contract, except those terminated pursuant to Section 7.2, Contract is valid and binding on the Company ICMS and is in full force and effect and is notand, to the knowledge Knowledge of the CompanyXxxxxxx, subject to there has not been any breach or default thereunder under any Material Contract by any party obligated to the Company ICMS pursuant thereto. The Company [has obtained/Xxxxxxx will use its Best Efforts to obtain prior to the Closing Date] Date all necessary consentsConsents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated herebyContemplated Transactions, or are required by any governmental agency Governmental Body or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger consummation of the Contemplated Transactions and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("“Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b”). (c) The outstanding balance Except as disclosed on all the applicable Schedules, there are no loans or credit agreements either (i) between the Company ICMS and any Person in which any of the Stockholders Xxxxxxx owns a material interest, or (ii) guaranteed by the Company ICMS for the benefit of any Person in which any of the Stockholders Xxxxxxx owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.

Material Contracts and Commitments. (a) Schedule 5.18(a4.18(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company is a party or by which it they or its their properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company and any affiliate of the Company or any officer, director or stockholder of the Company are parties is a party ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,00020,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 20,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral the Buyer true, complete and correct copies of the Material ContractsContracts that are in writing. The Company has complied with all of its their commitments and obligations and is are not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.2, Contract is valid and binding on the Company and is in full force and effect and is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company [has obtained/will use its best efforts to obtain prior to the Closing Date] all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger Stock Purchase and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). The Company has no reason to believe that it will be unable to secure the Third Party Consents. All Third Party Consents are listed on Schedule 5.18(b4.18(b). (c) The the outstanding balance balances on all loans or credit agreements either (i) between the Company and any Person in which any of the Stockholders owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders owns a material interest, are set forth in Schedule 5.18(c4.18(c). (d) The the pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d4.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d4.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.

Material Contracts and Commitments. (a) Schedule 5.18(a) 4.17 contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company or any Subsidiary is a party or by which it they or its their properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company or any Subsidiary and any affiliate of the Company or any Subsidiary or any officer, director or stockholder of the Company or any Subsidiary are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,00020,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 20,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral Purchaser true, complete and correct copies of the Material ContractsContracts that are in writing. The Company and each Subsidiary has complied with all of its their commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.26.3(b), is valid and binding on the Company and each Subsidiary and is in full force and effect and is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the Company or any Subsidiary pursuant thereto. The Company [and each Subsidiary has obtained/will obtain prior to the Closing Date] obtained all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger Stock Purchase and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b)benefit. (c) The outstanding balance on all There are no loans or credit agreements either (i) between the Company or any Subsidiary and any Person person in which Parent or any of the Stockholders Parent's stockholders owns a material interest, or (ii) guaranteed by the Company or any Subsidiary for the benefit of any Person person in which Parent or any of the Stockholders Parent's stockholders owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's or any Subsidiary's assets (including, without limitation, a pledge of the Company's or any Subsidiary's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), not (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien Lien upon any of the assets of the Company or any Subsidiary (other than a lien Lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d4.17(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company or any Subsidiary is a party or by which the property of the Company or any Subsidiary is bound.

Material Contracts and Commitments. (a) Schedule 5.18(a4.17(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company or any Subsidiary is a party or by which it they or its their properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company or any Subsidiary and any affiliate of the Company or any Subsidiary or any officer, director or stockholder Stockholders of the Company or any Subsidiary are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,00020,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 20,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral Purchaser true, complete and correct copies of the Material ContractsContracts that are in writing. The Company and each Subsidiary has complied with all of its their commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.26.3(b), is valid and binding on the Company and each Subsidiary and is in full force and effect and is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the Company or any Subsidiary pursuant thereto. The Except as disclosed in Schedule 4.17(b), Company [and each Subsidiary has obtained/will obtain prior to the Closing Date] obtained all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger Stock Purchase and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b)benefit. (c) The outstanding balance balances on all loans or credit agreements either (i) between the Company or any Subsidiary and any Person person in which any of the Stockholders owns a material interest, or (ii) guaranteed by the Company or any Subsidiary for the benefit of any Person person in which any of the Stockholders owns a material interest, are set forth in Schedule 5.18(c4.17(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's or any Subsidiary's assets (including, without limitation, a pledge of the Company's or any Subsidiary's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d4.17(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien Lien upon any of the assets of the Company or any Subsidiary (other than a lien Lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d4.17(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company or any Subsidiary is a party or by which the property of the Company or any Subsidiary is bound.

Material Contracts and Commitments. (a) Schedule 5.18(aSCHEDULE 4.18(A) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) and: (i) to which the Company and any affiliate of the Company or any officer, director or stockholder of the Company are parties is a party ("Related Party AgreementsRELATED PARTY AGREEMENTS"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($10,00020,000), or that may generate revenues or income exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($10,000 20,000) (collectively with the Related Party Agreements, the "Material ContractsMATERIAL CONTRACTS"). The Company has delivered to USFloral Purchaser true, complete and correct copies of the Material ContractsContracts that are in writing. The Company has complied with all of its their commitments and obligations and is are not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.2, Contract is valid and binding on the Company and is in full force and effect and is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company [has obtained/will use its best efforts to obtain prior to the Closing Date] all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger Stock Purchase and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("THIRD PARTY CONSENTS"). The Company has no reason to believe that it will be unable to secure the Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(bSCHEDULE 4.18(B). (c) The outstanding balance balances on all loans or credit agreements either (i) between the Company and any Person in which any of the Stockholders owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders owns a material interest, are set forth in Schedule 5.18(cSCHEDULE 4.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(dSCHEDULE 4.18(D), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(dSECTION 4.18(D)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.

Material Contracts and Commitments. (a) Schedule 5.18(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company and any affiliate Affiliate (as defined in Section 5.31) of the Company or any officer, director or stockholder of the Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,00020,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 20,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral true, complete and correct copies of the Material Contracts. The Company has complied with all of its commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length, except for (i) existing lease for the Company's offices and warehouse and (ii) the Administrative Services Agreement. (b) Each Material Contract, except those terminated pursuant to Section 7.27.4, is valid and binding on the Company and is in full force and effect and is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company [has obtained/will obtain prior to the Closing Date] obtained all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification (except for any agreements with First Union National Bank of Florida and/or the Dade County Industrial Development Authority (collectively the "IDB Financing") relating to the warehouse and distribution center currently leased by the Company) after the Merger and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b). (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person person in which any of the Stockholders owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.

Material Contracts and Commitments. (a) Schedule 5.18(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company Partnership is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) ) (i) to which the Company Partnership and any affiliate of the Company Partnership or any officer, director or stockholder of the Company Partnership are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company Partnership has delivered to USFloral true, complete and correct copies of the Material Contracts. The Company Partnership has complied with all of its commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.27.4, is valid and binding on the Company Partnership and is in full force and effect and is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the Company Partnership pursuant thereto. The Company Partnership [has obtained/will obtain prior to the Closing Date] all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b). (c) The outstanding balance on all loans or credit agreements either (i) between the Company Partnership and any Person in which any of the Stockholders Partner or any Stockholder owns a material interest, (ii) between any Partner and any Person in which any Stockholder owns a material interest, or (iiiii) guaranteed by the Company Partnership or any Partner for the benefit of any Person in which any of the Stockholders owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the CompanyPartnership's assets (including, without limitation, a pledge of the CompanyPartnership's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company Partnership (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company Partnership is a party or by which the property of the Company Partnership is bound.

Material Contracts and Commitments. (a) Except for verbal commitments for the purchase and sale of floral products entered into in the ordinary course of business consistent with past practice and not in excess of $50,000, Schedule 5.18(a5.18 (a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the either Company is a party or by which it such Company or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which both (y) either of the Company Companies, and (z) any affiliate of the either Company or any officer, director or stockholder of the Company either Company, are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has Companies have delivered to USFloral true, complete and correct copies of the Material Contracts. The Each Company has complied with all of its respective commitments and obligations and neither Company is not in default default, other than an immaterial technical default, under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and except as identified on Schedule 5.18 (a) there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.27.3, is valid and binding on the respective Company and is in full force and effect and is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the such Company pursuant thereto. The Each Company [has obtained/will obtain prior to the Closing Date] obtained all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material Contract remain in effect without modification after the Merger Mergers and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b). (c) The outstanding balance as of the date of this Agreement on all loans or credit agreements either (i) between the either Company and any Person in which any of the Stockholders Stockholder owns a material interest, or (ii) guaranteed by the either Company for the benefit of any Person in which any of the Stockholders Stockholder owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the either Company's assets (including, without limitation, a pledge of the either Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the either Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the either Company is a party or by which the property of the either Company is bound.

Material Contracts and Commitments. (a) Schedule 5.18(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company and any affiliate of the Company or any officer, director or stockholder of the Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,00020,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 20,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral true, complete and correct copies of the Material Contracts. The Company has complied with all of its commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.27.4, is valid and binding on the Company and is in full force and effect and is not, to the knowledge of the Company, not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company [has obtained/will obtain prior to the Closing Date] obtained all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable required in order that any such Material Contract remain in effect without modification after the Merger and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b). (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any of the Stockholders owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders owns a material interest, are set forth in Schedule 5.18(c). (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on Schedule 5.18(d), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.