No authorization, consent, permit, approval or other order of, declaration or notice to, or filing with, any Governmental Authority by or on behalf of the Company or any Company Subsidiary is required for or in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation of the Transactions, except for (i) such filings as may be required under the HSR Act, and (ii) authorizations, consents, approvals, orders, declarations or filings, the failure to possess which, in the aggregate, would not have a Material Adverse Effect.