No authorization, consent, permit, approval or other order of, declaration or notice to, or filing with, any Governmental Authority by or on behalf of any Buyer is required for or in connection with the execution, delivery and performance 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) such other authorizations, consents, approvals, orders, declarations or filings, which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the ability of any Buyer to consummate the Transactions or to perform such Buyer’s obligations under this Agreement and the other Transaction Documents to which it is a party.