Consents to Assignment and Preferential Rights to Purchase. Promptly after the execution of this Agreement, Seller shall prepare and send (i) notices to the holders of any required consents to assignment, including without limitation, those set forth on Schedule C requesting consents to the transactions contemplated by this Agreement and (ii) notices to the holders of any applicable preferential rights to purchase or similar rights, including without limitation, those set forth on Schedule J in compliance with the terms of such rights and requesting waivers of such rights. The consideration payable under this Agreement for any particular Asset for purposes of preferential purchase right notices shall be the Allocated Value for such Asset. Seller shall use commercially reasonable efforts (at no cost to Seller) to cause such consents to assignment and waivers of preferential rights to purchase or similar rights (or the exercise thereof) to be obtained and delivered prior to the Closing. If any third party exercises a preferential right to purchase any Assets prior to the Closing, Seller shall retain such Asset in order to convey such Asset(s) to such third party, and the Unadjusted Purchase Price shall be reduced by the Allocated Value of such Asset.
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