Common use of Breach by CME Clause in Contracts

Breach by CME. CME, Merger Sub 1 or Merger Sub 2 shall have breached or failed to perform any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (A) is incapable of being cured by CME, Merger Sub 1 or Merger Sub 2 prior to the Outside Date or is not cured by the earlier of (x) 30 days following written notice to CME, Merger Sub 1 or Merger Sub 2 by New JPI of such breach or (y) the Outside Date and (B) would result in the failure of any condition set forth in Section 9.3(a) (Representations and Warranties) or Section 9.3(b) (Performance of Obligations of CME, Merger Sub 1 and Merger Sub 2); provided that JPI or New JPI is not then in breach of any representation, warranty, covenant or agreement contained in this Agreement that would result in the failure of any condition set forth in Section 9.2(a) (Representations and Warranties) or Section 9.2(b) (Performance of Obligations of JPI, New JPI and the Signing Stockholders) to be satisfied; or

Breach by CME. CME, Merger Sub 1 or Merger Sub 2 shall have breached or failed to perform any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (A) is incapable of being cured by CME, Merger Sub 1 or Merger Sub 2 prior to the Outside Date or is not cured by the earlier of (x) 30 thirty (30) days following written notice to CME, Merger Sub 1 or Merger Sub 2 by New JPI GFI of such breach or (y) the Outside Date and (B) would result in the failure of any condition set forth in Section 9.3(a7.3(a) (Representations and Warranties) or Section 9.3(b7.3(b) (Performance of Obligations of CME, Merger Sub 1 and Merger Sub 2); provided that JPI or New JPI GFI is not then in breach of any representation, warranty, covenant or agreement contained in this Agreement that would result in the failure of any condition set forth in Section 9.2(a7.2(a) (Representations and Warranties) or Section 9.2(b7.2(b) (Performance of Obligations of JPI, New JPI and the Signing StockholdersGFI) to be satisfied; or

Breach by CME. CME, Merger Sub 1 or Merger Sub 2 shall have breached or failed to perform any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (A) is incapable of being cured by CME, Merger Sub 1 or Merger Sub 2 prior to the Outside Date or is not cured by the earlier of (x) thirty 30 days following written notice to CME, Merger Sub 1 or Merger Sub 2 by New JPI GFI of such breach or (y) the Outside Date and (B) would result in the failure of any condition set forth in Section 9.3(a7.3(a) (Representations and Warranties) or Section 9.3(b7.3(b) (Performance of Obligations of CME, Merger Sub 1 and Merger Sub 2); provided that JPI or New JPI GFI is not then in breach of any representation, warranty, covenant or agreement contained in this Agreement that would result in the failure of any condition set forth in Section 9.2(a7.2(a) (Representations and Warranties) or Section 9.2(b7.2(b) (Performance of Obligations of JPI, New JPI and the Signing StockholdersGFI) to be satisfied; or