The execution, delivery and performance by the Buyer Parties of the Buyer Transaction Agreements (including the consummation of the Buyer Transactions) do not and will not require any Consent, waiver or other action by, or any material filing with or notification to, any Governmental Authority except (a) in connection with applicable filing, notification, waiting period or approval requirements under applicable Antitrust Laws, (b) where the failure to obtain such Consent or waiver, or to take such action or make such filing or notification would not materially impair or delay the ability of the Buyer Parties to consummate the Buyer Transactions or otherwise in all material respects perform their respective obligations under the Buyer Transaction Agreements, or (c) the filing of any Consents listed on Section 5.03 of the Buyer Disclosure Letter.