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, on the one hand, and any affiliate of the Company or any officer, director or stockholder of the 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, $15,000, or that may generate revenues or income exceeding, during the current term thereof, $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, 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 7.4, is valid and binding on the Company and is in full force and effect and is not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company 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(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, on the one hand, Company or any Subsidiary and any affiliate of the Company or any Subsidiary or any officer, director or stockholder Stockholders of the Company, on the other hand, 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, $15,00020,000, or that may generate revenues or income exceeding, during the current term thereof, $15,000 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, except as otherwise set forth on Schedule 5.18(a), and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.46.3(b), is valid and binding on the Company and each Subsidiary and is in full force and effect and is 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 will obtain prior to the Closing Date and each Subsidiary has 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(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, on the one hand, Company and any affiliate of the Company or any officer, director or stockholder of the Company, on the other hand, Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $15,00010,000, or that may generate revenues or income exceeding, during the current term thereof, $15,000 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, except as otherwise set forth on Schedule 5.18(a), and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.47.2, is valid and binding on the Company and is in full force and effect and is not 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 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, on the one hand, Company and any affiliate of the Company or any officer, director or stockholder of the Company, on the other hand, Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $15,00010,000, or that may generate revenues or income exceeding, during the current term thereof, $15,000 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, except as otherwise set forth on Schedule 5.18(a), and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.4, is valid and binding on the Company and is in full force and effect and 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 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 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, on the one hand, Company and any affiliate of the Company or any officer, director or stockholder of the Company, on the other hand, Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $15,00020,000, or that may generate revenues or income exceeding, during the current term thereof, $15,000 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, except as otherwise set forth on Schedule 5.18(a), and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.4, is valid and binding on the Company and is in full force and effect and is not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company will obtain prior to the Closing Date has 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.

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, on the one hand, Company or any Subsidiary and any affiliate of the Company or any Subsidiary or any officer, director or stockholder Stockholder of the Company, on the other hand, 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, $15,00020,000, or that may generate revenues or income exceeding, during the current term thereof, $15,000 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, except as otherwise set forth on Schedule 5.18(a), and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.46.3(b), is valid and binding on the Company and each Subsidiary and is in full force and effect and is 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 will obtain prior to the Closing Date and each Subsidiary has 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) 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, on the one hand, Company or any Subsidiary and any affiliate of the Company or any Subsidiary or any officer, director or stockholder of the Company, on the other hand, 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, $15,00020,000, or that may generate revenues or income exceeding, during the current term thereof, $15,000 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, except as otherwise set forth on Schedule 5.18(a), and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.46.3(b), is valid and binding on the Company and each Subsidiary and is in full force and effect and is not subject to any default thereunder by any party obligated to the Company or any Subsidiary pursuant thereto. The Company will obtain prior to the Closing Date and each Subsidiary has 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(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, Company or any Subsidiary on the one hand, hand and on the other hand any affiliate of the Company or any Subsidiary or any officer, director or stockholder shareholder of the Company, on the other hand, 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, $15,00050,000 individually, or that may generate revenues or income exceeding, during the current term thereof, $15,000 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, except as otherwise set forth on Schedule 5.18(a), and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.4, is valid and binding on the Company or its Subsidiaries and is in full force and effect and and, 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 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(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, on the one hand, Company and any affiliate of the Company or any officer, director or stockholder of the Company, on the other hand, are parties Company 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 ($15,00020,000), or that may generate revenues or income exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($15,000 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, except as otherwise set forth on Schedule 5.18(a), and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.4, Contract is valid and binding on the Company and is in full force and effect and is not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company 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 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, on the one hand, Partnership and any affiliate of the Company Partnership or any officer, director or stockholder of the Company, on the other hand, Partnership are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $15,00010,000, or that may generate revenues or income exceeding, during the current term thereof, $15,000 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, except as otherwise set forth on Schedule 5.18(a), and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.4, is valid and binding on the Company Partnership and is in full force and effect and is 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 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) 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) (i) to which the Company, on the one hand, Company and any affiliate of the Company or any officer, director or stockholder Shareholder of the Company, on the other hand, Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, U.S. $15,00025,000, or that may generate revenues or income exceeding, during the current term thereof, U.S. $15,000 25,000, other than purchases and sales of inventory in the ordinary course of business (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, except as otherwise set forth on Schedule 5.18(a), and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.46.3, is valid and binding on the Company and is in full force and effect and 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 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 Closing 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 on all loans or credit agreements either (i) between the Company and any Person entity in which any of the Stockholders Shareholders owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person entity in which any of the Stockholders Shareholders owns a material interest, are set forth in Schedule 5.18(c4.18(c). (d) The pledge, hypothecation or mortgage sale 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) Company Shares 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) 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, on the one hand, Company and any affiliate of the Company or any officer, director or stockholder of the Company, on the other hand, Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $15,00025,000, or that may generate revenues or income exceeding, during the current term thereof, $15,000 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, except as otherwise set forth on Schedule 5.18(a), and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.4, is valid and binding on the Company and is in full force and effect and 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 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(aAs of the date of this Agreement, SCHEDULE 5.18(A) contains a complete and accurate list of all contractseach contract, commitmentscommitment, leaseslease, instrumentsinstrument, agreementsagreement, licenses license or permitspermit, 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, hand and on the other hand any affiliate of the Company or any officer, director or stockholder shareholder of the Company, on the other hand, Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $15,0002,000,000 individually, or that may generate revenues or income exceeding, during the current term thereof, $15,000 2,000,000 individually (collectively with the Related Party Agreements, the "Material Contracts"); or (iii) that provides rights to indemnification to any current or former directors, officers, employees or agents of the Company. 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, except as otherwise set forth on Schedule 5.18(a), there are no Material Contracts that were not negotiated at arm's length.14 (b) Each Material Contract, except those terminated pursuant to Section 7.4, is valid and binding on the Company and is in full force and effect and, to the knowledge of the Company and the Shareholders, is not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company 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 Shareholder owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders Shareholder owns a material interest, are set forth in Schedule 5.18(c)SCHEDULE 5.18(C) as of the date indicated therein. (dc) 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 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.. 5.19