Except as (i) set forth in Schedule 5.2(b)  of the Buyer Disclosure Letter, (ii) as required under the Competition Laws set forth in Schedule 5.2(c)  of the Buyer Disclosure Letter or (iii) would not reasonably be expected to be, individually or in the aggregate, material to Buyer, no consent of or filing with any Governmental Entity or any other third party, which has not been received or made, is necessary or required by or with respect to Buyer in connection with the execution and delivery of this Agreement by Buyer or the consummation by Buyer of any of the transactions contemplated by this Agreement.