Seller and Purchaser shall, and shall cause their respective Entity Representatives and independent accountants to, cooperate and assist as requested by the Parties and the Accounting Referee in the preparation of the First Closing Final Settlement Statement or Second Closing Final Settlement Statement, as applicable, and the calculation of the Final First Closing Purchase Price or Final Second Closing Purchase Price, as applicable, and in providing access and conducting reviews referred to in this Section 14.1 , including making available to the extent necessary their respective books, records, work papers, and personnel.