Governmental Approvals and Filings. Except for filings post-Closing with state and federal securities authorities, no consent, approval or action of, filing with, or notice to any governmental or regulatory authority on the part of ​ is required in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, except where the failure to obtain any such consent, approval or action, to make any such filing, or to give any such notice could not reasonably be expected to adversely affect the ability of ​ to consummate the transactions contemplated by this Agreement or to perform its obligations hereunder.

Consents and Approvals of Government Authorities. No consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required in connection with the execution, delivery and performance of this Agreement by Buyer or the consummation of the transactions contemplated thereby, except where such action has been taken prior to the Closing.

Consents and Approvals of Government Authorities or Others. No consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority is required in connection with the execution, delivery and performance of this Agreement by Seller or the consummation of the transactions contemplated thereby, except where such action has been taken prior to the Closing. No consent from or notice to any third party is required for any transactions contemplated hereby except as described in [Schedule 5.4].

Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

Section # Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the ​ of this Agreement or the [[holders of the Notes:Organization]], except notice filings under Federal or state securities laws.

No Consent of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the ​ in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.

Except for required filings with the Securities and Exchange Commission (the “SEC”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“Consent”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to [[Organization A:Organization]] in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions.