Denial of Regulatory Approval. By Parent or Purchaser on or after the date that at least one Required Governmental Approval in respect of each Remaining Target Business Segment has been subject to a written denial by action of each relevant Government Authority at least 60 days prior to such date and all avenues of appeal, if any, for each such Required Governmental Approval have been exhausted; provided, however, that the right to terminate this Agreement under this Section 9.1(d) shall not be available to any Party if such Party is in material breach of its representations, warranties, agreements and covenants hereunder at the time it seeks to terminate this Agreement under this Section 9.1(d).
Appears in 3 contracts
Sources: Purchase and Sale Agreement (Ally Financial Inc.), Purchase and Sale Agreement (General Motors Financial Company, Inc.), Purchase and Sale Agreement (General Motors Co)