Common use of Material Contracts and Commitments Clause in Contracts

Material Contracts and Commitments. (a) SCHEDULE 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 is a party ("RELATED PARTY AGREEMENTS"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000), or that may generate revenues or income exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000) (collectively with the Related Party Agreements, the "MATERIAL CONTRACTS"). The Company has delivered to Purchaser true, complete and correct copies of the Material Contracts that are in writing. The Company has complied with all of their commitments and obligations and 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 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 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 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 4.18(B). (c) The outstanding 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 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 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 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 4.18(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) and: (i) to which the Company and any affiliate of the Company or any officer, director or stockholder of the Company is a party are parties ("RELATED PARTY AGREEMENTSRelated Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000)10,000, or that may generate revenues or income exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000) 10,000 (collectively with the Related Party Agreements, the "MATERIAL CONTRACTSMaterial Contracts"). The Company has delivered to Purchaser USFloral true, complete and correct copies of the Material Contracts that are in writingContracts. The Company has complied with all of their its commitments and obligations and are 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 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 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 use its best efforts obtain prior to obtain 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 Stock Purchase Merger 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 4.18(BSchedule 5.18(b). (c) The outstanding balances 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 4.18(cSchedule 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 4.18(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 4.18(DSection 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 4.18(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) and: (i) to which the Company and any affiliate of the Company or any officer, director or stockholder of the Company is a party are parties ("RELATED PARTY AGREEMENTSRelated Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000), or that may generate revenues or income exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000) 20,000 (collectively with the Related Party Agreements, the "MATERIAL CONTRACTSMaterial Contracts"). The Company has delivered to Purchaser USFloral true, complete and correct copies of the Material Contracts that are in writingContracts. The Company has complied with all of their its commitments and obligations and are 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 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 use its best efforts to obtain 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 Stock Purchase Merger 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 4.18(BSchedule 5.18(b). (c) The outstanding balances 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 4.18(cSchedule 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 4.18(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 4.18(DSection 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 4.18(ASchedule 4.17(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) and: (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 is a party or any Subsidiary are parties ("RELATED PARTY AGREEMENTSRelated Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000), or that may generate revenues or income exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000) 20,000 (collectively with the Related Party Agreements, the "MATERIAL CONTRACTSMaterial Contracts"). The Company has delivered to Purchaser true, complete and correct copies of the Material Contracts that are in writing. The Company and each Subsidiary has complied with all of their commitments and obligations and are 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 Contract, except those terminated pursuant to Section 6.3(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 use its best efforts to obtain 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 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 4.18(B)benefit. (c) The outstanding 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 4.18(cSchedule 4.17(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 4.18(DSchedule 4.17(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 4.18(DSection 4.17(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 4.18(A) contains a Except as provided in ---------------------------------- Section 2.8, Section 2.11(e), and Schedule 2.13(a), the Company has delivered to Purchaser or its representatives, true and complete and accurate list copies of all written contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, commitments and other agreements to which the Company is a party or by which it or any of its properties are is bound involving an annual commitment or annual payment by any party thereto of more than $5,000 individually, or which have a fixed term extending more than 12 months from the date hereof and which involve a total commitment or payment by any party thereto of more than $10,000 (including without limitationincluding, but not limited to, joint venture or partnership agreements, contracts with any customers, suppliers, employees, labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, leases, licenses, options to purchase landreal or personal property, liens, pledges or other security agreements) and: (i) herein collectively referred to which the Company and any affiliate of the Company or any officer, director or stockholder of the Company is a party ("RELATED PARTY AGREEMENTS"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000), or that may generate revenues or income exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000) (collectively with the Related Party Agreements, as the "MATERIAL CONTRACTSContracts"). The Company has delivered to Purchaser true, complete and correct copies Attached hereto as Schedule 2.14 ----------- ------------- is a list of the Material Contracts that are in writingContracts. The To Stockholder's Knowledge, the Company has complied in all material respects with all of their commitments and obligations pertaining to any such Contract, and are is not in material default under any of the Material Contracts, such Contract and no notice of default has been received with respect received, nor to Stockholder's Knowledge is there any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract is valid and binding default on the Company and is in full force and effect and is not subject part of any other party to any default thereunder by any party obligated to such Contract nor does the Company pursuant thereto. The Company will use its best efforts have any reason to obtain 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 believe any such Material Contract remain in effect without modification after the Stock Purchase and without giving rise to party will terminate any right to termination, cancellation or acceleration or loss of any right or benefit ("THIRD PARTY CONSENTS")such contract. The Company has no reason to believe notice or knowledge that it such contract will be unable to secure the Third Party Consents. All Third Party Consents are listed on SCHEDULE 4.18(B). (c) The outstanding balances on all loans terminated or credit agreements either (i) between the Company and any Person in which any materially modified by virtue of the Stockholders owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any consummation of the Stockholders owns transaction contemplated by this Agreement. The Company is not a material interestparty to any contract or agreement which, are set forth singly or in SCHEDULE 4.18(c). the aggregate, materially and adversely affects the business, operations, properties, assets or condition (dfinancial or otherwise) 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 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 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 4.18(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) and: (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 is a party are parties ("RELATED PARTY AGREEMENTSRelated Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000), or that may generate revenues or income exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000) 20,000 (collectively with the Related Party Agreements, the "MATERIAL CONTRACTSMaterial Contracts"). The Company has delivered to Purchaser USFloral true, complete and correct copies of the Material Contracts that are in writingContracts. The Company has complied with all of their its commitments and obligations and are 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 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 use its best efforts to obtain 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 (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 Stock Purchase Merger 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 4.18(BSchedule 5.18(b). (c) The outstanding balances 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 4.18(cSchedule 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 4.18(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 4.18(DSection 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 4.18(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) and: (i) to which the Company and any affiliate of the Company or any officer, director or stockholder of the Company is a party are parties ("RELATED PARTY AGREEMENTS"“Related Party Agreements”); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000)liabilities, or (iii) that may generate significant revenues or income exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000) (collectively with the Related Party Agreements, the "MATERIAL CONTRACTS"“Material Contracts”). The Company has delivered to Purchaser true, Schedule 3.24(a) sets forth a complete and correct copies list of all Material Contracts of the Material Contracts that are in writing. The Company. (b) Except to the extent set forth on Schedule 3.24(b), (i) the Company has complied with all of their its commitments and obligations and are 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 is valid and binding on the Company and is in full force and effect and to the knowledge of the Company 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 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 Stock Purchase 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"). 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 4.18(B”). (c) The outstanding 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 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 Third Party Consents set forth on SCHEDULE 4.18(D), (iSchedule 3.24(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 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 boundwriting.

Material Contracts and Commitments. (a) SCHEDULE 4.18(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) and: (i) to which the Company and any affiliate of the Company or any officer, director or stockholder of the Company is a party are parties ("RELATED PARTY AGREEMENTSRelated Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000)25,000, or that may generate revenues or income exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000) 25,000 (collectively with the Related Party Agreements, the "MATERIAL CONTRACTSMaterial Contracts"). The Company has delivered to Purchaser USFloral true, complete and correct copies of the written, and summaries of any oral Material Contracts that are in writingContracts. The Company has complied with all of their its commitments and obligations and are 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 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 use its best efforts to shall obtain 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 Stock Purchase Merger 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 4.18(BSchedule 5.18(b). (c) The outstanding balances 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 4.18(cSchedule 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 4.18(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 4.18(DSection 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 4.18(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 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) and: ) (i) to which the Company Partnership and any affiliate of the Company Partnership or any officer, director or stockholder of the Company is a party Partnership are parties ("RELATED PARTY AGREEMENTSRelated Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000)10,000, or that may generate revenues or income exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000) 10,000 (collectively with the Related Party Agreements, the "MATERIAL CONTRACTSMaterial Contracts"). The Company Partnership has delivered to Purchaser USFloral true, complete and correct copies of the Material Contracts that are in writingContracts. The Company Partnership has complied with all of their its commitments and obligations and are 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 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 use its best efforts obtain prior to obtain 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 Stock Purchase Merger 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 4.18(BSchedule 5.18(b). (c) The outstanding balances 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 4.18(cSchedule 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 4.18(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 Partnership (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this SECTION 4.18(DSection 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 4.18(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 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) and: (i) to which the any Company and any affiliate of the any Company or any officer, director or stockholder of the any Company is a party are parties ("RELATED PARTY AGREEMENTSRelated Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000)10,000, or that may generate revenues or income exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000) 10,000 (collectively with the Related Party Agreements, the "MATERIAL CONTRACTSMaterial Contracts"). The Each Company has delivered to Purchaser USFloral true, complete and correct copies of the Material Contracts that are in writingContracts. The Each Company has complied with all of their its commitments and obligations and are 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 Contract, except those terminated pursuant to Section 7.4, is valid and binding on the Company that entered into such Material Contract and is in full force and effect and is not subject to any default thereunder by any party obligated to the such Company pursuant thereto. The Each Company will use its best efforts to obtain 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 Stock Purchase Mergers 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 4.18(BSchedule 5.18(b). (c) The outstanding balances 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 4.18(cSchedule 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 4.18(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 such Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this SECTION 4.18(DSection 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 4.18(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 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) and: ) (i) to which the Company either Partnership and any affiliate of the Company either Partnership or any officer, director or stockholder of the Company is a party Seller are parties ("RELATED PARTY AGREEMENTSRelated-Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000)50,000, or that may generate revenues or income exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000) 50,000 (collectively with the Related Related-Party Agreements, the "MATERIAL CONTRACTSMaterial Contracts"). The Company Each Partnership has delivered to Purchaser USFloral true, complete and correct copies of the Material Contracts that are in writingContracts. The Company Each Partnership has complied with all of their its commitments and obligations and are 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 Contract, except those terminated pursuant to Section 7.4, is valid and binding on the Company Partnership which is a signatory thereto and is in full force and effect and currently is not subject to any default thereunder by any party obligated to the Company pursuant Partnership which is a signatory thereto. The Company 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 use its best efforts obtain prior to obtain 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 Stock Purchase 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 PARTY CONSENTSThird-Party Consents"). The Company has no reason to believe that it will be unable to secure the Third Party Consents. All Third Third-Party Consents are listed on SCHEDULE 4.18(BSchedule 5.18(b). (c) The outstanding balances 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 4.18(cSchedule 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 4.18(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 Partnerships (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this SECTION 4.18(DSection 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 4.18(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) and: (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 is a party Company, on the other hand, are parties ("RELATED PARTY AGREEMENTSRelated Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000)15,000, or that may generate revenues or income exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000) 15,000 (collectively with the Related Party Agreements, the "MATERIAL CONTRACTSMaterial Contracts"). The Company has delivered to Purchaser USFloral true, complete and correct copies of the Material Contracts that are in writingContracts. The Company has complied with all of their its commitments and obligations and are 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 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 use its best efforts obtain prior to obtain 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 Stock Purchase Merger 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 4.18(BSchedule 5.18(b). (c) The outstanding balances 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 4.18(cSchedule 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 4.18(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 4.18(DSection 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) i. SCHEDULE 4.18(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 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 is a party are parties ("RELATED PARTY AGREEMENTSRelated Party Agreements"); or (ii) ------------------------ that may give rise to obligations or liabilities exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000)10,000, or that may generate revenues or income exceeding, during the current term thereof, TWENTY THOUSAND DOLLARS ($20,000) 10,000 (collectively with the Related Party Agreements, the "MATERIAL CONTRACTSMaterial Contracts"). For purposes of the preceding sentence, ------------------- in the event a contract, commitments, or other agreement is terminable by either party thereto following a period after notice of termination has been delivered to the other party thereunder, the current term of such contract, commitments, or other agreement is deemed to be such period. The Company has delivered made available to Purchaser CCC for its inspection true, complete and correct copies of the Material Contracts that are in writingContracts. The Company has complied with all of their its commitments and obligations and are 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) ii. Each Material Contract 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 use its best efforts to obtain 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 Stock Purchase Merger 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 4.18(B5.18(B). (c) iii. The outstanding balances 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 4.18(c5.18(C). (d) . iv. 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 4.18(D5.18(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 4.18(DSection 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.