Except for the Consents described in Schedule 3.10 , no License or Order of or from, or declaration or filing with, any Governmental Authority, and no consent or waiver of any party to any Contract to which the Company is a party is required or declaration to or filing with any Governmental Authority, or any other third party is required to (a) execute this Agreement or any of the Related Documents, (b) consummate the transactions contemplated hereby or thereby, (c) permit the Company to sell the Assigned Assets to Buyer, or (d) enable the Company, after consummation of the transactions contemplated by this Agreement, to conduct the Business after the Closing Date in the same manner as presently operated.