Cooperation; Audits. Sellers, upon the written request of Buyer, will cooperate with Buyer and the Company, and Buyer, upon the written request of Sellers, will cooperate, and will cause the Company to cooperate, with Sellers, and, at any time and from time to time, afford to the other party or its or their Affiliates or any of its or their Representatives, full and complete access to the books and records of the Company (including all accounting, financial and Tax records and Tax Returns) as shall be necessary or desirable to permit Sellers, Buyer and the Company, and its and their Affiliates, to (i) effectuate the provisions of Sections 8.1, 8.2, and 8.4, (ii) amend any Tax Return, or (iii) obtain any Tax certificate or document from a third party. In connection therewith, Buyer will cause the Company and its and their Affiliates, to make available, or cause to be made available, to Sellers, on a mutually convenient basis, such qualified personnel of Buyer and the Company, and its and their Affiliates, as Sellers may reasonably request to assist in the compilation of the information necessary to prepare and file the Tax Returns referred to in Section 8.1(b) and otherwise effectuate the provisions of Sections 8.1, 8.2 and 8.4.
Appears in 3 contracts
Sources: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Hi-Crush Partners LP), Membership Interest Purchase Agreement