Common use of Authorization; Validity of Obligations Clause in Contracts

Authorization; Validity of Obligations. The representatives of USFloral and Newco executing this Agreement have all requisite corporate power and authority to enter into and bind USFloral and Newco to the terms of this Agreement. USFloral and Newco have the full legal right, power and corporate authority to enter into this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by USFloral and Newco and the performance by each of USFloral and Newco of the transactions contemplated herein have been duly and validly authorized by the respective Boards of Directors of USFloral and Newco, and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of each of USFloral and Newco enforceable in accordance with its terms.

Authorization; Validity of Obligations. The representatives of USFloral and each Newco executing this Agreement have all requisite corporate power and authority to enter into and bind USFloral and each Newco to the terms of this Agreement. USFloral and each Newco have the full legal right, power and corporate authority to enter into this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by USFloral and each Newco and the performance by each of USFloral and each Newco of the transactions contemplated herein have been duly and validly authorized by the respective Boards of Directors of USFloral and each Newco, and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of each of USFloral and each Newco enforceable in accordance with its terms.

Authorization; Validity of Obligations. The representatives of USFloral and Newco the Newcos executing this Agreement have all requisite corporate power and authority to enter into and bind USFloral and Newco the Newcos to the terms of this Agreement. USFloral and Newco the Newcos have the full legal right, power and corporate authority to enter into this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by USFloral and Newco the Newcos and the performance by each of USFloral and Newco the Newcos of the transactions contemplated herein have been duly and validly authorized by the respective Boards of Directors of USFloral and Newcothe Newcos, and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of each of USFloral and each Newco enforceable in accordance with its terms.

Authorization; Validity of Obligations. The representatives of USFloral and Newco the Newcos executing this Agreement have all requisite corporate power and authority to enter into and bind USFloral and Newco the Newcos to the terms of this Agreement. USFloral and Newco the Newcos have the full legal right, power and corporate authority to enter into this Agreement and the transactions contemplated herebyhereby and to perform the obligations detailed herein. The execution and delivery of this Agreement by USFloral and Newco the Newcos and the performance by each of USFloral and each Newco of the transactions contemplated herein have been duly and validly authorized by the respective Boards of Directors of USFloral and each Newco, and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of each of USFloral and each Newco enforceable in accordance with its terms.

Authorization; Validity of Obligations. The representatives of USFloral and Newco executing this Agreement have all requisite corporate power and authority to enter into and bind USFloral and Newco to the terms of this Agreement. USFloral and Newco have the full legal right, power and corporate authority to enter into this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by USFloral and Newco and the performance by each of USFloral and Newco of the transactions contemplated herein hereby have been duly and validly authorized by the respective Boards of Directors of USFloral and Newco, and this Agreement has been duly and validly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of each of USFloral and Newco enforceable in accordance with its terms.