Common use of Payment Breach Clause in Contracts

Payment Breach. It is understood and agreed that if the Company or the Purchaser breach any of their payment obligations under this Agreement or the Purchase Agreement, and fail to cure such breach within five (5) business days after written notice from you of such breach, then, provided that the Senior Obligations (as defined in the Subordination Agreement dated September ___, 2007 by and among the Company, the Purchaser, Brookside Technology Partners, Inc., Hilco Financial, LLC, The Mxxxxxx X. Xxxxxxx Irrevocable Delaware Trust, Mxxxxxx X. Xxxxxxx, The M. Sxxxx Xxxxxxx Irrevocable Delaware Trust and M. Sxxxx Xxxxxxx (the “Subordination Agreement”)) have been Paid in Full (as defined in the Subordination Agreement), the Restrictive Covenants shall be null and void as contemplated by, and on the terms set forth in, Section 2.6 of the Subordination Agreement; provided, however, that if the Purchaser or the Company are in good faith contesting their obligation to make such payment, no such payment breach shall be deemed to have occurred and the Restrictive Covenants shall continue to apply to you until the dispute is adjudicated, provided that payment for any disputed amounts shall be made to a mutually agreed third-party escrow agent, and provided, further that if the adjudication is that the Company or the Purchaser, as applicable, is not in breach, then in such event, the escrowed funds shall be paid to Company and the Restrictive Covenants shall continue to apply to you in accordance with the terms of this paragraph 9, and if the adjudication is that the Company or Purchaser, as applicable, is in breach, then in such event the escrowed funds shall be paid to you, and the Restrictive Covenants shall be null and void (provided that the Senior Obligations have been Paid in Full).