Except with respect to any filings pursuant to the HSR Act and any comparable Applicable Law in jurisdictions outside the U.S. related to the approval of transactions similar to those contemplated under this Agreement, as of the Execution Date, all necessary consents, approvals, authorizations, waiting period expirations or terminations of, and all notices to, and filings by it with, all Governmental Authorities and other Persons required to be obtained or provided by it as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained and provided.