Except as set forth in Schedule 7.1(d) , no consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Entity or other Person (or group of Persons) is required in connection with the execution, delivery or performance of this Agreement or the Warrants, except for such consents, approvals, authorizations or orders the failure of which to make or obtain, would neither (A) individually or in the aggregate, be reasonably likely to materially and adversely affect the Company or its Subsidiaries nor (B) prevent, materially delay or materially impede the ability of the Company to consummate the transactions contemplated herein, or perform or comply with the terms and provisions hereof.