Each Seller, the Company and Buyer shall take all reasonable actions necessary to obtain, without the necessity of commencing litigation, and shall cooperate with each other in obtaining, any consent, authorization, order or approval of, or any exemption by, any Governmental Entity or other public or private third party required to be obtained by Sellers, the Company or Buyer in connection with the transactions contemplated hereby. In the event that any notice, consent, or other approval or communication identified on Schedule 1.5(b)(viii) has not been delivered or obtained, as applicable, as of the Closing, and the Buyer proceeds with the Closing in any event, then (i) Buyer shall be deemed to have waived the obligation of the Sellers and the Company to deliver such notice, consent or other approval or communication, (ii) the Sellers and the Company will not be in violation of any covenants or obligations pursuant to this Agreement in connection with their failure to deliver such notice, consent, or other approval or communication.