Except as set forth in Schedule 5.9(b) , as of the date hereof, (i) there is not and, to the Parties’ knowledge, there has not been claimed or alleged by any Person with respect to any Material Contract, any existing default or event that, with notice or lapse of time or both, would constitute a default or event of default on the part of a Subject Company thereto, except such defaults, events of default and other events that would not result in a Company Material Adverse Effect, and (ii) the consummation of the Transactions will not require any Governmental Approval or waiver from, or notice to, any Governmental Entity or other Person in order to maintain in full force and effect any of the Material Contracts, other than (A) such consents and waivers that have been obtained and are unconditional and in full force and effect and such notices that have been duly given and (B) such consents, approvals, authorizations, waivers or notices the failure of which to have or give would not have a Company Material Adverse Effect.