Common use of SEC Matters Clause in Contracts

SEC Matters. Seller acknowledges that the Partnership may be required to include financial statements relating to Seller (“SEC Financial Statements”) in documents filed with the SEC by the Partnership pursuant to the Securities Act or the Exchange Act, and that such SEC Financial Statements may be required to be audited. In that regard, Seller shall reasonably cooperate with the Partnership, and provide the Partnership reasonable access to such records (to the extent such information is available) and personnel of Seller as the Partnership may reasonably request to enable the Partnership, and its representatives and accountants, at the Partnership’s sole cost and expense, to create and audit any SEC Financial Statements that the Partnership deems necessary. Seller hereby consents to the inclusion or incorporation by reference of the SEC Financial Statements in any registration statement, report or other document of the Partnership or any of its Affiliates to be filed with the SEC in which the Partnership or Affiliate reasonably determines that the SEC Financial Statements are required to be included or incorporated by reference to satisfy any rule or regulation of the SEC or to satisfy relevant disclosure obligations under the Securities Act or the Exchange Act. Upon request of the Partnership, Seller shall use commercially reasonable efforts to cause the external audit firm that audits the SEC Financial Statements to consent to the inclusion or incorporation by reference of its audit opinion with respect to any applicable audited financial statements of the Partnership in any such registration statement, report or other document. Seller shall provide the Partnership and its independent accountants with access to (i) any audit work papers of Seller’s independent accountants and (ii) any management representation letters provided by Seller to Seller’s independent accountants.

SEC Matters. Seller acknowledges Sellers acknowledge that the Partnership may be required to include financial statements relating to Seller the Company Entities (“SEC Financial Statements”) in documents filed with the SEC by the Partnership pursuant to the Securities Act or the Exchange Act, and that such SEC Financial Statements may be required to be audited. In that regard, the Seller Parties shall reasonably cooperate with the PartnershipBuyer, and provide the Partnership Buyer reasonable access to such records (to the extent such information is available) and personnel of the Seller Parties as the Partnership Buyer may reasonably request to enable the PartnershipBuyer, and its representatives and accountants, at the PartnershipBuyer’s sole cost and expense, to create and audit any SEC Financial Statements that the Partnership Buyer deems necessary. The Seller Parties hereby consents consent to the inclusion or incorporation by reference of the SEC Financial Statements in any registration statement, report or other document of the Partnership Buyer or any of its Affiliates to be filed with the SEC in which the Partnership Buyer or Affiliate reasonably determines that the SEC Financial Statements are required to be included or incorporated by reference to satisfy any rule or regulation of the SEC or to satisfy relevant disclosure obligations under the Securities Act or the Exchange Act. Upon request of the PartnershipBuyer, Seller Sellers shall use commercially reasonable efforts to cause the external audit firm that audits the SEC Financial Statements to consent to the inclusion or incorporation by reference of its audit opinion with respect to any applicable the audited financial statements of the Partnership Financial Statements in any such registration statement, report or other document. Seller Sellers shall provide the Partnership Buyer and its independent accountants with access to (i) any audit work papers of Seller’s Sellers’ independent accountants and (ii) any management representation letters provided by Seller Sellers to Seller’s Sellers’ independent accountants.