No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity is required to be obtained or made by such Vantage Seller in connection with the execution and delivery of this Agreement by such Vantage Seller or the consummation by such Vantage Seller of the Transactions, except for: (a) such filings and approvals as may be required by any applicable state securities or “ blue sky ” laws; and (b) any such consent approval, order, authorization, registration, filing or permit that the failure to obtain or make has not had and would not be reasonably likely to have, individually or in the aggregate, a Vantage Seller Material Adverse Effect.