Common use of Material Contracts and Commitments Clause in Contracts

Material Contracts and Commitments. (a) Section 3.13(a) of the Company Disclosure Letter sets forth a true and correct list of all Material Contracts as of the date of this Agreement. True and complete copies of all Material Contracts, including all material amendments, modifications, supplements, exhibits and schedules and addenda thereto, have been made available to SPAC. (b) Except for any Material Contract 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, each Material Contract is (A) in full force and effect and (B) represents the legal, valid and binding obligations of the applicable Group Company which is a party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the counterparties thereto. Except as set forth in Section 3.13(b) of the Company Disclosure Letter, and except, in each case, where the occurrence of such breach or default or failure to 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 material obligations under each such Material Contract to which it is a party to the extent such obligations to perform have accrued, (y) no breach or default thereunder by the Group with respect thereto, or, to the Knowledge of the Company, any other party or obligor with respect thereto, has occurred, and (z) no event has occurred that with notice or lapse of time, or both, would constitute such a default or breach of such Material Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, or would entitle any third party to prematurely terminate any Material Contract. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Letter, none of the Group 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 not renew, any Material Contract. (d) Other than in the Ordinary Course, none of the Top 10 Suppliers has within the twelve (12) months prior to the date hereof terminated or materially changed, or given written or, to the Knowledge of the Company, oral notice that it intends to terminate or materially change any of its business relationship with the Company or any of its Subsidiaries. There has been no material dispute or controversy or, to the Knowledge of the Company, threatened material dispute or controversy in writing between the Company or any of its Subsidiaries, on the one hand, and any Top 10 Suppliers, on the other hand.

Material Contracts and Commitments. (a) Section 3.13(a) of the Company Disclosure Letter sets forth contains a true and correct list of all Material Contracts as of the date of this AgreementAgreement and as of the date of this Agreement no Group Company is a party to or bound by any Material Contract that is not listed in Section 3.13(a) of the Company Disclosure Letter. True and complete copies of all each Material ContractsContract, including all material amendments, modifications, supplements, exhibits and schedules and addenda thereto, have been made available to SPAC. (b) Except for any Material Contract 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, each Material Contract listed on Section 3.13(a) of the Company Disclosure Letter is (A) in full force and effect and (B) represents the legal, valid and binding obligations of the applicable Group Company which is a party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the counterparties thereto. Except as set forth in Section 3.13(b) of the Company Disclosure Letter, and exceptExcept, in each case, where the occurrence of such breach or default or failure to 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 material 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 the Group Company with respect thereto, or, to the Knowledge of the Company, any other party or obligor with respect thereto, has occurred, and (z) no event has occurred that with notice or lapse of time, or both, would constitute such a default or breach of such Material Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, or would entitle any third party to prematurely terminate any Material Contract. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Letter, none None of the Group 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 not renew, any Material Contract. (d) Other than All Contracts required to be transferred to or from a Group Company in connection with the Ordinary CourseVIE Restructuring (i) have been transferred in compliance with applicable Laws, none except for the Contracts listed in Section 3.13(d) of the Top 10 Suppliers has within Company Disclosure Letter, (ii) are in full force and effect and (iii) represent the twelve (12) months prior to legal, valid and binding obligations of the date hereof terminated or materially changed, or given written orapplicable Group Company which is a party thereto and, to the Knowledge of the Company, oral notice that it intends to terminate or materially change any of its business relationship with represents the Company or any of its Subsidiaries. There has been no material dispute or controversy orlegal, to the Knowledge valid and binding obligations of the Companycounterparties thereto. None of the Group Companies has provided to or received from the counterparty to any such Contract written notice or written communication to terminate, threatened material dispute or controversy in writing between not renew, any such Contract. (e) The VIE Restructuring has not altered or impaired the conduct of the business of the Group Companies, including the offerings of any Company or any of its Subsidiaries, on the one handProducts, and any Top 10 Suppliers, on after the other handcompletion of the VIE Restructuring will not alter or impair the conduct of the business of the Group Companies as currently proposed to be conducted.

Material Contracts and Commitments. (a) Section 3.13(a) of the Company Disclosure Letter sets forth contains a true and correct list of all Material Contracts as of the date of this AgreementAgreement and as of the date of this Agreement no Group Company is a party to or bound by any Material Contract that is not listed in Section 3.13(a) of the Company Disclosure Letter. True Except as disclosed in Section 3.13(a) of the Company Disclosure Letter, true and complete copies of all each Material ContractsContract, including all material amendments, modificationsmodification, supplements, exhibits and schedules and addenda thereto, have been made available Made Available to SPAC. (b) Except for any Material Contract 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, each Material Contract listed on Section 3.13(a) of the Company Disclosure Letter is (A) in full force and effect and (B) represents the legal, valid and binding obligations of the applicable Group Company which is a party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the counterparties thereto. Except as set forth in Section 3.13(b) of the Company Disclosure Letter, and exceptExcept, in each case, where the occurrence of such breach or default or failure to 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 material 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 material breach or default thereunder by the Group Company with respect thereto, or, to the Knowledge of the Company, Company any other party or obligor with respect thereto, has occurred, and (z) no event has occurred that with notice or lapse of time, or both, would constitute such a default or breach of such Material Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, or would entitle any third party to prematurely terminate any Material Contract. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Letter, none None of the Group 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 not renew, any Material Contract. (d) Other than in the Ordinary Course, none of the Top 10 Suppliers has within the twelve (12) months prior to the date hereof terminated or materially changed, or given written or, to the Knowledge of the Company, oral notice that it intends to terminate or materially change any of its business relationship with the Company or any of its Subsidiaries. There has been no material dispute or controversy or, to the Knowledge of the Company, threatened material dispute or controversy in writing between the Company or any of its Subsidiaries, on the one hand, and any Top 10 Suppliers, on the other hand.

Material Contracts and Commitments. (a) Section 3.13(a) of the Company Disclosure Letter sets forth contains a true and correct list of all Material Contracts as of the date of this AgreementAgreement and as of the date of this Agreement no Group Company is a party to or bound by any Material Contract that is not listed in Section 3.13(a) of the Company Disclosure Letter. True and complete copies of all each Material ContractsContract, including all material amendments, modifications, supplements, exhibits and schedules and addenda thereto, have been made available to SPAC. (b) Except for any Material Contract 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, each Material Contract is listed on Section 3.13(a) of the Company Disclosure Letter is (A) in full force and effect and (B) represents the legal, valid and binding obligations of the applicable Group Company which is a party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the counterparties thereto. Except as set forth in Section 3.13(b) of the Company Disclosure Letter, and exceptExcept, in each case, where the occurrence of such breach or default or failure to 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 material 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 the Group Company with respect thereto, or, to the Knowledge of the Company, any other party or obligor with respect thereto, has occurred, and (z) no event has occurred that with notice or lapse of time, or both, would constitute such a default or breach of such Material Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, or would entitle any third party to prematurely terminate any Material Contract. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Letter, none None of the Group 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 not renew, any Material Contract. (d) Other than All Contracts required to be transferred to or from a Group Company in connection with the Ordinary CourseVIE Restructuring (i) have been transferred in compliance with applicable Laws, none except for the Contracts listed in Section 3.13(d) of the Top 10 Suppliers has within Company Disclosure Letter, (ii) are in full force and effect and (iii) represent the twelve (12) months prior to legal, valid and binding obligations of the date hereof terminated or materially changed, or given written orapplicable Group Company which is a party thereto and, to the Knowledge of the Company, oral notice that it intends to terminate or materially change any of its business relationship with represents the Company or any of its Subsidiaries. There has been no material dispute or controversy orlegal, to the Knowledge valid and binding obligations of the Companycounterparties thereto. None of the Group Companies has provided to or received from the counterparty to any such Contract written notice or written communication to terminate, threatened material dispute or controversy in writing between not renew, any such Contract. (e) The VIE Restructuring has not altered or impaired the conduct of the business of the Group Companies, including the offerings of any Company or any of its Subsidiaries, on the one handProducts, and any Top 10 Suppliers, on after the other handcompletion of the VIE Restructuring will not alter or impair the conduct of the business of the Group Companies as currently proposed to be conducted.

Material Contracts and Commitments. (a) Section 3.13(aSchedule 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 Disclosure Letter sets forth a true 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, $25,000, or that may generate revenues or income exceeding, during the current term thereof, $25,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral true, complete and correct list copies of written, and summaries of any oral Material Contracts. The Company has complied with all Material Contracts as of its commitments and obligations and is not in default under any of the date of this Agreement. True and complete copies of all Material Contracts, including all material amendmentsand no notice of default has been received with respect to any thereof, modifications, supplements, exhibits and schedules and addenda thereto, have been made available to SPACthere are no Material Contracts that were not negotiated at arm's length. (b) Except for any Each Material Contract that will terminate upon Contract, except those terminated pursuant to Section 7.4, is valid and binding on the expiration of the stated term thereof prior to the Closing Date or the termination of which Company and is otherwise contemplated by this Agreement, each Material Contract is (A) in full force and effect and (B) represents is not subject to any default thereunder by any party obligated to the legalCompany pursuant thereto. The Company shall obtain all necessary consents, valid waivers and binding obligations approvals of parties to any Material Contracts, including those set forth on Schedule 5.18(b), that are required in connection with any of the applicable Group Company which is a transactions contemplated hereby, or are required by any governmental agency or other third party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the counterparties thereto. Except as set forth or are advisable in Section 3.13(b) of the Company Disclosure Letter, and except, in each case, where the occurrence of such breach or default or failure to 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 material obligations under each order that any such Material Contract remain in effect without modification after the Merger and without giving rise to which it is a party any right to the extent such obligations to perform have accruedtermination, cancellation or acceleration or loss of any right or benefit (y) no breach or default thereunder by the Group with respect thereto, or, to the Knowledge of the Company, any other party or obligor with respect thereto, has occurred, and (z) no event has occurred that with notice or lapse of time, or both, would constitute such a default or breach of such Material Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, or would entitle any third party to prematurely terminate any Material Contract"Third Party Consents"). All Third Party Consents are listed on Schedule 5.18(b). (c) Except as 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 Section 3.13(c) of the Company Disclosure Letter, none of the Group 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 not renew, any Material ContractSchedule 5.18(c). (d) Other than in the Ordinary CourseThe pledge, none hypothecation or mortgage of the Top 10 Suppliers has within the twelve (12) months prior to the date hereof terminated all or materially changed, or given written or, to the Knowledge substantially all of the Company's assets (including, oral notice that it intends to terminate or materially change any of its business relationship with the Company or any of its Subsidiaries. There has been no material dispute or controversy orwithout limitation, to the Knowledge a pledge of the Company's contract rights under any Material Contract) will not, threatened material dispute except as set forth on Schedule 5.18(d), (i) result in the breach or controversy violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in writing between 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 its Subsidiariesthe terms and provisions of, on any Material Contract to which the one hand, and any Top 10 Suppliers, on Company is a party or by which the other handproperty of the Company is bound.

Material Contracts and Commitments. (a) Section 3.13(a) of the Company Disclosure Letter sets forth contains a true and correct list of all Material Contracts as of the date of this Agreement. True Except as disclosed in Section 3.13(a) of the Company Disclosure Letter, true and complete copies of all each Material ContractsContract, including all material amendments, modificationsmodification, supplements, exhibits and schedules and addenda thereto, have been made available Made Available to SPAC. (b) Except for any Material Contract 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, each Material Contract listed on Section 3.13(a) of the Company Disclosure Letter is (Ai) in full force and effect and (Bii) represents the legal, valid and binding obligations of the applicable Group Company which is a party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the counterparties thereto. Except as set forth in Section 3.13(b) of the Company Disclosure Letter, and exceptExcept, in each case, where the occurrence of such breach or default or failure to 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 material 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 the Group Company with respect thereto, or, to the Knowledge of the Company, any other party or obligor with respect thereto, has occurred, and (z) no event has occurred that with notice or lapse of time, or both, would constitute such a default or breach of such Material Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, or would entitle any third party to prematurely terminate any Material Contract. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Letter, none None of the Group 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 not renew, any Material Contract. (d) Other than in the Ordinary Course, none of the Top 10 Suppliers has within the twelve (12) months prior to the date hereof terminated or materially changed, or given written or, to the Knowledge of the Company, oral notice that it intends to terminate or materially change any of its business relationship with the Company or any of its Subsidiaries. There has been no material dispute or controversy or, to the Knowledge of the Company, threatened material dispute or controversy in writing between the Company or any of its Subsidiaries, on the one hand, and any Top 10 Suppliers, on the other hand.

Material Contracts and Commitments. (a) Section 3.13(a) of the Company Disclosure Letter sets forth contains a true and correct list of all Material Contracts as of the date of this AgreementAgreement and as of the date of this Agreement no Group Company is a party to or bound by any Material Contract that is not listed in Section 3.13(a) of the Company Disclosure Letter. True Except as disclosed in Section 3.13(a) of the Company Disclosure Letter, true and complete copies of all each Material ContractsContract, including all material amendments, modificationsmodification, supplements, exhibits and schedules and addenda thereto, have been made available Made Available to SPAC. (b) Except for any Material Contract that will terminate upon the expiration of the stated term thereof prior to the Acquisition Closing Date or the termination of which is otherwise contemplated by this Agreement, each Material Contract listed on Section 3.13(a) of the Company Disclosure Letter is (A) in full force and effect and (B) represents the legal, valid and binding obligations of the applicable Group Company which is a party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the counterparties thereto. Except as set forth in Section 3.13(b) of the Company Disclosure Letter, and exceptExcept, in each case, where the occurrence of such breach or default or failure to 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 material 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 the Group Company with respect thereto, or, to the Knowledge of the Company, Company any other party or obligor with respect thereto, has occurred, and (z) no event has occurred that with notice or lapse of time, or both, would constitute such a default or breach of such Material Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, or would entitle any third party to prematurely terminate any Material Contract. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Letter, none None of the Group 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 not renew, any Material Contract. (d) Other than in the Ordinary Course, none of the Top 10 Suppliers has within the twelve (12) months prior to the date hereof terminated or materially changed, or given written or, to the Knowledge of the Company, oral notice that it intends to terminate or materially change any of its business relationship with the Company or any of its Subsidiaries. There has been no material dispute or controversy or, to the Knowledge of the Company, threatened material dispute or controversy in writing between the Company or any of its Subsidiaries, on the one hand, and any Top 10 Suppliers, on the other hand.

Material Contracts and Commitments. (a) Section 3.13(a) of the Company Disclosure Letter sets forth a true and correct list of all Material Contracts as of the date of this Agreement. True and complete copies of all Material Contracts, including all material amendments, modifications, supplements, exhibits and schedules and addenda thereto, have been made available to SPAC. (b) Except for any Material Contract 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, each Material Contract is (A) in full force and effect and (B) represents the legal, valid and binding obligations of the applicable Group Company which is a party thereto and, to the Knowledge of the Company, represents the legal, valid and binding obligations of the counterparties thereto. Except as set forth in Section 3.13(b) of the Company Disclosure Letter, and except, in each case, where the occurrence of such breach or default or failure to 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 material obligations under each such Material Contract to which it is a party to the extent such obligations to perform have accrued, (y) no breach or default thereunder by the Group with respect thereto, or, to the Knowledge of the Company, any other party or obligor with respect thereto, has occurred, and (z) no event has occurred that with notice or lapse of time, or both, would constitute such a default or breach of such Material Contract by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, or would entitle any third party to prematurely terminate any Material Contract. (c) Except as set forth in Section 3.13(c) of the Company Disclosure Letter, none of the Group 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 not renew, any Material Contract. (d) Other than in the Ordinary Course, none of the Top 10 Suppliers has within the twelve (12) months prior to the date hereof terminated or materially changed, or given written or, to the Knowledge of the Company, oral notice that it intends to terminate or materially change any of its business relationship with the Company or any of its Subsidiaries. There has been no material dispute or controversy or, to the Knowledge of the Company, threatened material dispute or controversy in writing between the Company or any of its Subsidiaries, on the one hand, and any Top 10 Suppliers, on the other hand.twelve