Common use of Minimum Net Asset Value Clause in Contracts

Minimum Net Asset Value. 5.3.1. As soon as practical following the date hereof, Xxxx Xxxxxxxxx, Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx Xxxxxxx, Xx. and Xxxxxxx Xxxxx Xxxxxxx (collectively, the “Executives”), shall deliver to Purchaser a balance sheet of Crosstex as of July 31, 2005 in the form of Schedule 5.3 (the “NAV Balance Sheet”), which reflects the Net Asset Value of Crosstex as of July 31, 2005, together with a certification and representation signed by each of the Executives that the NAV Balance Sheet is true, correct and accurate in all material respects. Purchaser and the Executives and their respective authorized representatives, at their own expense, shall have the right to perform such audit and review procedures with respect to the NAV Balance Sheet as they may determine is necessary. The NAV Balance Sheet shall be prepared and derived from the books and records of Crosstex and calculated using the methods used to compute the Net Asset Values at October 31, 2004 and June 30, 2005. Within fifteen (15) days following its receipt of the NAV Balance Sheet, Purchaser shall advise the Executives in writing if it disputes the accuracy of the NAV Balance Sheet (and the determination of Net Asset Value set forth therein), whereupon the parties shall attempt in good faith to resolve such dispute within thirty (30) days. Purchaser and Seller acknowledge and agree that the Net Asset Value of Crosstex as of June 30, 2005 is $18,103,973. Purchaser further acknowledges that it has had full opportunity to review with the Executives, and has carefully reviewed, the Net Asset Value calculation of Crosstex as of June 30, 2005 and has had full opportunity to ask questions of the Executives in connection with the calculation thereof. Accordingly, absent fraud, Purchaser shall not dispute the accuracy of the NAV Balance Sheet to the extent it relates to any period prior to July 1, 2005. If a dispute under this Section 5.3.1 cannot be fully resolved by the parties within said thirty (30) day period, the parties shall submit the unresolved dispute for determination to a nationally recognized accounting firm to be mutually selected by Purchaser and the Executives. The accounting firm shall be requested to resolve such dispute within forty-five (45) days. The decision of the accounting firm with respect to the dispute shall be binding upon Purchaser, Seller and each of the Executives. The Executives, on the one hand, and Purchaser, on the other hand, shall each bear 50% of the fees and expenses of such accounting firm in resolving such dispute.