Common use of Material Contracts and Commitments Clause in Contracts

Material Contracts and Commitments. Schedule 4.11 to Winco Disclosure Letter will include an accurate list as of or on the date hereof, of all material written or oral leases, agreements or other contracts or legally binding contractual rights or contractual obligations or contractual commitments relating to or in any way affecting the operation or ownership of the business of Winco (the "Material Contracts"), including but not limited, those of a type described below: (a) Any consulting agreement, employment agreement, change-in- control agreement, and collective bargaining arrangements with any labor union and any such agreements currently in negotiation or proposed; (b) Any contract for capital expenditures or the acquisition or construction of fixed assets in excess of $50,000; (c) Any contract for the purchase, maintenance or acquisition, or the sale or furnishing, of materials, supplies, merchandise, products, machinery, equipment, parts or other property or services (except if such contract is made in the ordinary course of business and requires aggregate future payments of less than $50,000); (d) Any contract other than trade payables in the ordinary course of business relating to the borrowing of money, or the guaranty of another person's borrowing of money, including, without limitation, any notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any lending or borrowing, including assumed indebtedness; (e) Any contract granting any person a lien on all or any part of the assets of Winco; (f) Any contract for the cleanup, abatement or other actions in connection with hazardous materials as defined under any Environmental Laws, the remediation of any existing environmental liabilities or relating to the performance of any environmental audit or study; (g) Any contract granting to any person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any material assets of Winco; (h) Any contract with any agent, distributor or representative which is not terminable by Winco upon ninety calendar days' or less notice without penalty; (i) Any contract under which Winco is (1) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property, or (2) a lessor of any tangible personal property owned by Winco, in either case having an original value in excess of $50,000; (j) Any contract under which Winco has granted or received a license or sublicense or under which it is obligated to pay or has the right to receive a royalty, license fee or similar payment; (k) Any contract concerning any Affiliates; (l) Any contract providing for the indemnification or holding harmless of any officer, director, employee or other person, other than as provided in the by-laws of Winco; (m) Any contract for purchase or sale by Winco or the granting of any options with respect to, or providing for any labor, services or materials (including brokerage or management services) involving any real property on which Winco conducts any aspect of its business involving aggregate future payments of more than $50,000; (n) Any contract limiting, restricting or prohibiting Winco from conducting business anywhere in the United States or elsewhere in the world; (o) Any joint venture or partnership agreement; (p) Any lease, sublease or associated agreements relating to the property leased by Winco; (q) Any material contract requiring prior notice, consent or other approval upon a change of control in the equity ownership of Winco, which contracts shall be separately identified on Schedule 3.11 to Winco Disclosure Letter; (r) Any contract with a customer of Winco involving work to be performed or product to be delivered, in each case subsequent to the Balance Sheet Date, in excess of $50,000; (s) Any other contract, whether or not made in the ordinary course of business, which involves future payments in excess of $50,000. Winco has provided BPI and the BPI Shareholders a true and complete copy of each written Material Contract and a true and complete summary of each oral Material Contract, in each case including all amendments or other modifications thereto. Except as will be set forth on Schedule 4.11 to Winco Disclosure Letter, each Material Contract is a valid and binding obligation of, and enforceable in accordance with its terms against, Winco, and the other parties thereto, and is in full force and effect, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors' rights generally. Except as will be set forth on Schedule 4.11 of Winco Disclosure Letter, Winco has performed all obligations required to be performed by it as of the date hereof and will have performed all obligations required to be performed by it as of the Closing Date under each Material Contract and neither Winco, nor any other party to any Material Contract is in breach or default thereunder, and there exists no condition which would, with or without the lapse of time or the giving of notice, or both, constitute a breach or default thereunder. Winco has not been notified that any party to any Material Contract intends to cancel, terminate, not renew, or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise.

Material Contracts and Commitments. Schedule 4.11 3.11 to Winco the Globalnet Disclosure Letter will include an accurate list as of or on the date hereof, of all material written or oral leases, agreements or other contracts or legally binding contractual rights or contractual obligations or contractual commitments relating to or in any way affecting the operation or ownership of the business of Winco Globalnet (the "“Material Contracts"”), including but not limited, those of a type described below: (a) Any consulting agreement, employment agreement, change-in- in-control agreement, and collective bargaining arrangements with any labor union and any such agreements currently in negotiation or proposed; (b) Any contract for capital expenditures or the acquisition or construction of fixed assets in excess of $50,00010,000; (c) Any contract for the purchase, maintenance or acquisition, or the sale or furnishing, of materials, supplies, merchandise, products, machinery, equipment, parts or other property or services in excess of $10,000 (except if such contract is made in the ordinary course of business and requires aggregate future payments of less than $50,00010,000); (d) Any contract other than trade payables in the ordinary course of business relating to the borrowing of money, or the guaranty of another person's ’s borrowing of money, including, without limitation, any notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any lending or borrowing, including assumed indebtedness; (e) Any contract granting any person a lien on all or any part of the assets of WincoGlobalnet; (f) Any contract for the cleanup, abatement or other actions in connection with hazardous materials as defined under any Environmental Laws, the remediation of any existing environmental liabilities or relating to the performance of any environmental audit or study; (g) Any contract granting to any person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any material assets of WincoGlobalnet; (h) Any contract with any agent, distributor or representative which is not terminable by Winco Globalnet upon ninety calendar days' or less notice without penalty; (i) Any contract under which Winco Globalnet is (1) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property, or (2) a lessor of any tangible personal property owned by WincoGlobalnet, in either case having an original value in excess of $50,00010,000; (j) Any contract under which Winco Globalnet has granted or received a license or sublicense or under which it is obligated to pay or has the right to receive a royalty, license fee or similar payment; (k) Any contract concerning with any Affiliates; (l) Any contract providing for the indemnification or holding harmless of any officer, director, employee or other person, other than as provided in the by-laws of WincoGlobalnet Charter Documents; (m) Any contract for purchase or sale by Winco Globalnet or the granting of any options with respect to, or providing for any labor, services or materials (including brokerage or management services) involving any real property on which Winco Globalnet conducts any aspect of its business involving aggregate future payments of more than $50,00010,000; (n) Any contract limiting, restricting or prohibiting Winco Globalnet from conducting business anywhere in the United States or elsewhere in the world; (o) Any joint venture or partnership agreement; (p) Any lease, sublease or associated agreements relating to the property leased by WincoGlobalnet; (q) Any material contract requiring prior notice, consent or other approval upon a change of control in the equity ownership of WincoGlobalnet, which contracts shall be separately identified on Schedule 3.11 to Winco the Globalnet Disclosure Letter; (r) Any contract with a customer of Winco Globalnet involving work to be performed or product to be delivered, in each case subsequent to the Balance Sheet DateJune30, 2003, in excess of $50,00010,000; (s) Any other contract, whether or not made in the ordinary course of business, which involves future payments in excess of $50,00010,000. Winco Globalnet has provided BPI and the BPI Shareholders Host a true and complete copy of each written Material Contract and a true and complete summary of each oral Material Contract, in each case including all amendments or other modifications thereto. Except as will be set forth on Schedule 4.11 3.11 to Winco the Globalnet Disclosure Letter, each Material Contract is a valid and binding obligation of, and enforceable in accordance with its terms against, WincoGlobalnet, and the other parties thereto, and is in full force and effect, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors' ’ rights generally. Except as will be set forth on Schedule 4.11 3.11 of Winco the Globalnet Disclosure Letter, Winco Globalnet has performed all obligations required to be performed by it as of the date hereof and will have performed all obligations required to be performed by it as of the Closing Date under each Material Contract and neither WincoGlobalnet, nor any other party to any Material Contract is in breach or default thereunder, and there exists no condition which would, with or without the lapse of time or the giving of notice, or both, constitute a material breach or default thereunder. Winco Globalnet has not been notified that any party to any Material Contract intends to cancel, terminate, not renew, or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise.

Material Contracts and Commitments. (i) Schedule 4.11 5.11 to Winco the ANI Disclosure Letter will include includes an accurate list as of or on the date hereof, of all material written or oral leases, agreements or other contracts or legally binding contractual rights or contractual obligations or contractual commitments relating to or in any way affecting the operation or ownership of the business of Winco ANI (the "Material Contracts"), including but not limited, those of a type described below: (a) Any consulting agreement, employment agreement, change-in- control agreement, and collective bargaining arrangements with any labor union and any such agreements currently in negotiation or proposed; (b) Any contract for capital expenditures or the acquisition or construction of fixed assets in excess of $50,000;25,000. (c) Any contract for the purchase, maintenance or acquisition, or the sale or furnishing, of materials, supplies, merchandise, products, machinery, equipment, parts or other property or services (except if such contract is made in the ordinary course of business and requires aggregate future payments of less than $50,00025,000); (d) Any contract other than trade payables in the ordinary course of business relating to the borrowing of money, or the guaranty of another person's borrowing of money, including, without limitation, any notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any lending or borrowing, including assumed indebtedness; (e) Any contract granting any person a lien on all or any part of the assets of WincoANI or any of its subsidiaries; (f) Any contract for the cleanup, abatement or other actions in connection with hazardous materials as defined under any Environmental Laws, the remediation of any existing environmental liabilities or relating to the performance of any environmental audit or study; (g) Any contract granting to any person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any material assets of WincoANI or any ANI Subsidiary; (h) Any contract with any agent, distributor or representative which is not terminable by Winco ANI upon ninety calendar days' or less notice without penalty; (i) Any contract under which Winco ANI is (1) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property, or (2) a lessor of any tangible personal property owned by WincoANI, in either case having an original value in excess of $50,00025,000; (j) Any contract under which Winco ANI has granted or received a license or sublicense or under which it is obligated to pay or has the right to receive a royalty, license fee or similar payment; (k) Any contract concerning any Affiliates; (l) Any contract providing for the indemnification or holding harmless of any officer, director, employee or other person, other than as provided in the by-laws of WincoANI; (m) Any contract for purchase or sale by Winco ANI or the granting of any options with respect to, or providing for any labor, services or materials (including brokerage or management services) involving any real property on which Winco ANI conducts any aspect of its business involving aggregate future payments of more than $50,00025,000; (n) Any contract limiting, restricting or prohibiting Winco ANI from conducting business anywhere in the United States or elsewhere in the world; (o) Any joint venture or partnership agreement; (p) Any lease, sublease or associated agreements relating to the property leased by WincoANI; (q) Any material contract requiring prior notice, consent or other approval upon a change of control in the equity ownership of WincoANI, which contracts shall be separately identified on Schedule 3.11 5.11 to Winco the ANI Disclosure Letter; (r) Any contract with a customer of Winco involving work to be performed or product to be delivered, in each case subsequent to the Balance Sheet Date, in excess of $50,000; (s) Any other contract, whether or not made in the ordinary course of business, which involves future payments in excess of $50,00025,000. Winco ANI has provided BPI and the BPI Shareholders Newco a true and complete copy of each written Material Contract and a true and complete summary of each oral Material Contract, in each case including all amendments or other modifications thereto. Except as will be set forth on Schedule 4.11 5.11 to Winco the ANI Disclosure Letter, each Material Contract is a valid and binding obligation of, and enforceable in accordance with its terms against, WincoANI, and, to the Knowledge of ANI and the Controlling Shareholders, the other parties thereto, and is in full force and effect, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors' rights generally. Except as will be set forth on Schedule 4.11 5.11 of Winco the ANI Disclosure Letter, Winco ANI has performed all obligations required to be performed by it as of the date hereof and will have performed all obligations required to be performed by it as of the Closing Date under each Material Contract and neither WincoANI, nor nor, to the Knowledge of ANI and the Controlling Shareholders, any other party to any Material Contract is in breach or default thereunder, and to the Knowledge of ANI and the Controlling Shareholders, there exists no condition which would, with or without the lapse of time or the giving of notice, or both, constitute a breach or default thereunder. Winco ANI has not been notified that any party to any Material Contract intends to cancel, terminate, not renew, or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise.

Material Contracts and Commitments. Schedule 4.11 3.11 to Winco the BPI Disclosure Letter will include an accurate list as of or on the date hereof, of all material written or oral leases, agreements or other contracts or legally binding contractual rights or contractual obligations or contractual commitments relating to or in any way affecting the operation or ownership of the business of Winco BPI (the "Material Contracts"), including but not limited, those of a type described below: (a) Any consulting agreement, employment agreement, change-in- control agreement, and collective bargaining arrangements with any labor union and any such agreements currently in negotiation or proposed; (b) Any contract for capital expenditures or the acquisition or construction of fixed assets in excess of $50,000; (c) Any contract for the purchase, maintenance or acquisition, or the sale or furnishing, of materials, supplies, merchandise, products, machinery, equipment, parts or other property or services (except if such contract is made in the ordinary course of business and requires aggregate future payments of less than $50,000); (d) Any contract other than trade payables in the ordinary course of business relating to the borrowing of money, or the guaranty of another person's borrowing of money, including, without limitation, any notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any lending or borrowing, including assumed indebtedness; (e) Any contract granting any person a lien on all or any part of the assets of WincoBPI; (f) Any contract for the cleanup, abatement or other actions in connection with hazardous materials as defined under any Environmental Laws, the remediation of any existing environmental liabilities or relating to the performance of any environmental audit or study; (g) Any contract granting to any person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any material assets of WincoBPI; (h) Any contract with any agent, distributor or representative which is not terminable by Winco BPI upon ninety calendar days' or less notice without penalty; (i) Any contract under which Winco BPI is (1) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property, or (2) a lessor of any tangible personal property owned by WincoBPI, in either case having an original value in excess of $50,000; (j) Any contract under which Winco BPI has granted or received a license or sublicense or under which it is obligated to pay or has the right to receive a royalty, license fee or similar payment; (k) Any contract concerning any Affiliates; (l) Any contract providing for the indemnification or holding harmless of any officer, director, employee or other person, other than as provided in the by-laws of WincoBPI; (m) Any contract for purchase or sale by Winco BPI or the granting of any options with respect to, or providing for any labor, services or materials (including brokerage or management services) involving any real property on which Winco BPI conducts any aspect of its business involving aggregate future payments of more than $50,000; (n) Any contract limiting, restricting or prohibiting Winco BPI from conducting business anywhere in the United States or elsewhere in the world; (o) Any joint venture or partnership agreement; (p) Any lease, sublease or associated agreements relating to the property leased by WincoBPI; (q) Any material contract requiring prior notice, consent or other approval upon a change of control in the equity ownership of WincoBPI, which contracts shall be separately identified on Schedule 3.11 to Winco the BPI Disclosure Letter; (r) Any contract with a customer of Winco BPI involving work to be performed or product to be delivered, in each case subsequent to the Balance Sheet DateApril 30, 2000, in excess of $50,000; (s) Any other contract, whether or not made in the ordinary course of business, which involves future payments in excess of $50,000. Winco BPI has provided BPI and the BPI Shareholders Winco a true and complete copy of each written Material Contract and a true and complete summary of each oral Material Contract, in each case including all amendments or other modifications thereto. Except as will be set forth on Schedule 4.11 3.11 to Winco the BPI Disclosure Letter, each Material Contract is a valid and binding obligation of, and enforceable in accordance with its terms against, WincoBPI, and the other parties thereto, and is in full force and effect, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors' rights generally. Except as will be set forth on Schedule 4.11 3.11 of Winco the BPI Disclosure Letter, Winco BPI has performed all obligations required to be performed by it as of the date hereof and will have performed all obligations required to be performed by it as of the Closing Date under each Material Contract and neither WincoBPI, nor any other party to any Material Contract is in breach or default thereunder, and there exists no condition which would, with or without the lapse of time or the giving of notice, or both, constitute a breach or default thereunder. Winco BPI has not been notified that any party to any Material Contract intends to cancel, terminate, not renew, or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise.

Material Contracts and Commitments. Schedule 4.11 3.11 to Winco Disclosure the NISCX Xxxclosure Letter will include includes an accurate list as of or on the date hereof, of all material written or oral leases, agreements or other contracts or legally binding contractual rights or contractual obligations or contractual commitments relating to or in any way affecting the operation or ownership of the business of Winco NISCX (the xxe "Material Contracts"), including but not limited, those of a type described below: (ai) Any consulting agreement, employment agreement, change-in- in-control agreement, and collective bargaining arrangements with any labor union and any such agreements currently in negotiation or proposed; (bii) Any contract for capital expenditures or the acquisition acquisition, or construction of fixed assets in excess of $50,000;25,000. (ciii) Any contract for the purchase, maintenance or acquisition, or the sale or furnishing, of materials, supplies, merchandise, products, machinery, equipment, parts or other property or services (except if such contract is made in the ordinary course of business and requires aggregate future payments of less than $50,00025,000); (div) Any contract other than trade payables in the ordinary course of business relating to the borrowing of money, or the guaranty of another person's borrowing of money, including, without limitation, any notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any lending or borrowing, including assumed indebtedness; (ev) Any contract granting any person a lien on all or any part of the assets of WincoNISCX; (fvi) Any contract for the cleanup, abatement or other actions in connection with hazardous materials as defined under any Environmental Laws, the remediation of any existing environmental liabilities or relating to the performance of any environmental audit or study; (gvii) Any contract granting to any person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any material assets of WincoNISCX; (hviii) Any contract with any agent, distributor or representative which is not terminable by Winco upon ninety NISCX xxxn thirty calendar days' or less notice without penalty; (iix) Any contract under which Winco is NISCX xx (1) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property, or (2) a lessor of any tangible personal property owned by WincoNISCX, in xx either case having an original value in excess of $50,00025,000; (jx) Any contract under which Winco has NISCX xxx granted or received a license or sublicense or under which it is obligated to pay or has the right to receive a royalty, license fee or similar payment; (kxi) Any contract concerning any Affiliates; (lxii) Any contract providing for the indemnification or holding harmless of any officer, director, employee or other person, other than as provided in the by-laws of WincoNISCX; (mxiii) Any contract for purchase or sale by Winco or NISCX xx the granting of any options with respect to, or providing for any labor, services or materials (including brokerage or management services) involving any real property on which Winco conducts NISCX xxxducts any aspect of its business involving aggregate future payments of more than $50,00025,000; (nxiv) Any contract limiting, restricting or prohibiting Winco from NISCX xxxm conducting business anywhere in the United States or elsewhere in the world; (oxv) Any joint venture or partnership agreement; (pxvi) Any lease, sublease or associated agreements relating to the property leased by WincoNISCX; (qxvii) Any material contract requiring prior notice, consent or other approval upon a change of control in the equity ownership of WincoNISCX, which xxich contracts shall be separately identified on Schedule 3.11 to Winco Disclosure the NISCX Xxxclosure Letter; (rxviii) Any contract with a customer of Winco involving NISCX xxxolving work to be performed or product to be delivered, in each case subsequent to the Balance Sheet DateSeptember 30, 2000, in excess of $50,00025,000; (sxix) Any other contract, whether or not made in the ordinary course of business, which involves future payments in by NISCX xx excess of $50,00025,000. Winco has NISCX xxx provided BPI AMDI and the BPI Shareholders Merger Corp. a true and complete copy of each written Material Contract and a true and complete summary of each oral Material Contract, in each case including all amendments or other modifications thereto. Except as will be set forth on Schedule 4.11 3.11 to Winco Disclosure the NISCX Xxxclosure Letter, each Material Contract is a valid and binding obligation of, and enforceable in accordance with its terms against, WincoNISCX, and xxd the other parties thereto, and is in full force and effect, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors' rights generally. Except as will be set forth on Schedule 4.11 3.11 of Winco Disclosure the NISCX Xxxclosure Letter, Winco has NISCX xxx performed all obligations required to be performed by it as of the date hereof and will have performed all obligations required to be performed by it as of the Closing Date under each Material Contract and neither WincoNISCX, nor xxr any other party to any Material Contract is in breach or default thereunder, and there exists no condition which would, with or without the lapse of time or the giving of notice, or both, constitute a breach or default thereunder. Winco has NISCX xxx not been notified that any party to any Material Contract intends to cancel, terminate, not renew, or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise.

Material Contracts and Commitments. Schedule 4.11 3.11 to Winco the GlobalNet Disclosure Letter will include an accurate list as of or on the date hereof, of all material written or oral leases, agreements or other contracts or legally binding contractual rights or contractual obligations or contractual commitments relating to or in any way affecting the operation or ownership of the business of Winco GlobalNet (the "“Material Contracts"”), including but not limited, those of a type described below: (a) Any consulting agreement, employment agreement, change-in- in-control agreement, and collective bargaining arrangements with any labor union and any such agreements currently in negotiation or proposed; (b) Any contract for capital expenditures or the acquisition or construction of fixed assets in excess of $50,00010,000; (c) Any contract for the purchase, maintenance or acquisition, or the sale or furnishing, of materials, supplies, merchandise, products, machinery, equipment, parts or other property or services in excess of $10,000 (except if such contract is made in the ordinary course of business and requires aggregate future payments of less than $50,00010,000); (d) Any contract other than trade payables in the ordinary course of business relating to the borrowing of money, or the guaranty of another person's ’s borrowing of money, including, without limitation, any notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any lending or borrowing, including assumed indebtedness; (e) Any contract granting any person a lien on all or any part of the assets of WincoGlobalNet; (f) Any contract for the cleanup, abatement or other actions in connection with hazardous materials as defined under any Environmental Laws, the remediation of any existing environmental liabilities or relating to the performance of any environmental audit or study; (g) Any contract granting to any person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any material assets of WincoGlobalNet; (h) Any contract with any agent, distributor or representative which is not terminable by Winco GlobalNet upon ninety calendar days' or less notice without penalty; (i) Any contract under which Winco GlobalNet is (1) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property, or (2) a lessor of any tangible personal property owned by WincoGlobalNet, in either case having an original value in excess of $50,00010,000; (j) Any contract under which Winco GlobalNet has granted or received a license or sublicense or under which it is obligated to pay or has the right to receive a royalty, license fee or similar payment; (k) Any contract concerning with any Affiliates; (l) Any contract providing for the indemnification or holding harmless of any officer, director, employee or other person, other than as provided in the by-laws of WincoGlobalNet Charter Documents; (m) Any contract for purchase or sale by Winco GlobalNet or the granting of any options with respect to, or providing for any labor, services or materials (including brokerage or management services) involving any real property on which Winco GlobalNet conducts any aspect of its business involving aggregate future payments of more than $50,00010,000; (n) Any contract limiting, restricting or prohibiting Winco GlobalNet from conducting business anywhere in the United States or elsewhere in the world; (o) Any joint venture or partnership agreement; (p) Any lease, sublease or associated agreements relating to the property leased by WincoGlobalNet; (q) Any material contract requiring prior notice, consent or other approval upon a change of control in the equity ownership of WincoGlobalNet, which contracts shall be separately identified on Schedule 3.11 to Winco the GlobalNet Disclosure Letter; (r) Any contract with a customer of Winco GlobalNet involving work to be performed or product to be delivered, in each case subsequent to the Balance Sheet DateSeptember 30, 2003, in excess of $50,00010,000; (s) Any other contract, whether or not made in the ordinary course of business, which involves future payments in excess of $50,00010,000. Winco GlobalNet has provided BPI and the BPI Shareholders Host a true and complete copy of each written Material Contract and a true and complete summary of each oral Material Contract, in each case including all amendments or other modifications thereto. Except as will be set forth on Schedule 4.11 3.11 to Winco the GlobalNet Disclosure Letter, each Material Contract is a valid and binding obligation of, and enforceable in accordance with its terms against, WincoGlobalNet, and the other parties thereto, and is in full force and effect, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors' ’ rights generally. Except as will be set forth on Schedule 4.11 3.11 of Winco the GlobalNet Disclosure Letter, Winco GlobalNet has performed all obligations required to be performed by it as of the date hereof and will have performed all obligations required to be performed by it as of the Closing Date under each Material Contract and neither WincoGlobalNet, nor any other party to any Material Contract is in breach or default thereunder, and there exists no condition which would, with or without the lapse of time or the giving of notice, or both, constitute a material breach or default thereunder. Winco GlobalNet has not been notified that any party to any Material Contract intends to cancel, terminate, not renew, or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise.