The preferential rights to purchase, rights of first refusal, options or similar rights affecting any of the Assets and the third party consents required to assign any of the Assets are set forth on Schedule 3.2 . Within five (5) business days from the Execution Date, Seller shall deliver notices to the holders thereof, and shall promptly provide copies of any response to such notices to Buyer. To the extent that such preferential right is exercised by such third party, and such interest to any of the Assets are sold, such interest in the Assets will be excluded from the transaction contemplated hereby (the “ Transaction ”) and the Purchase Price will be adjusted downward by the Allocated Value of the Assets purchased by the third party exercising such right.