Common use of Without limiting any of the Buyer Clause in Contracts

Without limiting any of the Buyer. s other rights or remedies, the Buyer may reasonably object that any of the foregoing has not been calculated in good faith or in a manner consistent with the terms hereof by delivering in good faith to the Companies a written notice of its disagreement at least two Business Days prior to the anticipated Closing Date (the “Buyer’s Notice of Disagreement”), specifying in reasonable detail the nature and amounts of its objections to the Companies’ estimates. The Companies and the Buyer in good faith shall seek to resolve in writing any reasonable objections set forth in the Buyer’s Notice of Disagreement prior to the Closing, and the Companies shall make such revisions to the disputed items as may be mutually agreed between the Companies and the Buyer; provided, that if and to the extent that the Buyer and the Companies have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, then (i) the Closing will proceed (subject to the satisfaction of all conditions to Closing set forth in Article VIII), and (ii) the Adjustment Escrow Amount shall be increased, and the Estimated Purchase Price shall be decreased (and the Allocation Schedule accordingly adjusted), by the aggregate net amount of the items remaining in dispute that were set forth in the Buyer’s Notice of Disagreement. For the avoidance of doubt, any failure of the Buyer to raise any objection or dispute in the Buyer’s Notice of Disagreement shall not in any way prejudice the Buyer’s right to raise any matter in the Final Closing Statement, subject to the terms and conditions of Section 2.6.