Prior to the Closing Date, upon Parent’s written request and at Parent’s expense, the Company will use commercially reasonable efforts (but the Company will have no obligation to pay any fees or incur any expenses or other Liabilities) to secure such written consents or waivers under or with respect to the Contractual Obligations described on Schedule 9.2.2 ; provided , that Parent shall be primarily responsible for drafting all proposed consent or waiver documentation (subject to the Company’s review and reasonable comment); provided , further , that the obtaining of any such consents or waivers shall not be deemed to be conditions to the obligations of the parties to consummate the Transactions contemplated hereby, and the failure to obtain any such consents or waivers shall not be a breach of this Agreement by the Company.