Common use of Governmental Approvals; Consents Clause in Contracts

Governmental Approvals; Consents. No claim, legal action, suit, arbitration, governmental investigation, action, or other legal or administrative Proceeding is pending or, to the Knowledge of Buyer, threatened in writing against Buyer or any of the Buying Parties which would enjoin or delay the Transactions. Except as required by Antitrust Laws or as set forth on Section 5.3 of the Disclosure Schedule, no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with any Governmental Authority or of any third party, is or has been required on the part of Buyer or any of the Buying Parties in connection with the execution and delivery of this Agreement or the consummation of the Transactions, except for such consents, approvals, orders or authorizations of, licenses or permits, filings or notices the failure of which to obtain or make would not reasonably be expected to have a Buyer Material Adverse Effect or which have been obtained.

Governmental Approvals; Consents. No claim, legal action, suit, arbitration, governmental investigation, action, investigation or other legal or administrative Proceeding is pending or, to the Knowledge of BuyerSeller, threatened in writing against Buyer the Seller or any of the Buying Parties Acquired Business which would enjoin or delay the Transactions. Except as required by Antitrust Laws or as set forth on Section 5.3 4.3 of the Disclosure ScheduleSchedule or as required by Antitrust Laws, no consent, approval, order or authorization of, license or permit from, notice to or registration, declaration or filing with any Governmental Authority or of any third party, is or has been required on the part of Buyer Seller, the Retained Subsidiaries or any of the Buying Parties Acquired Entities in connection with the execution and delivery of this Agreement or the consummation of the Transactions, except for such consents, approvals, orders or authorizations of, licenses or permits, filings or notices the failure of which to obtain or make would not reasonably be expected to have a Buyer Material Adverse Effect or which have been obtainedobtained or which may be necessary as a result of any facts relating solely to Buyer or its Affiliates.