Audiovox 2012 Annual Report Download - page 110

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g. the Purchaser or following Completion any of the Companies has participated in causing ( mitverursacht) such
Purchaser's claim within the meaning of Section 254 para. (1) of the German Civil Code or has failed to comply
with its duty to mitigate damages pursuant to Section 254 para. (2) of the German Civil Code; or
h. the procedures set forth in Sections 12.3 through (and including) 12.6 were not observed by the Purchaser and
such breach of Section 12.3 through (and including) 12.6 has directly caused Tax liabilities.
12.2 Tax liabilities relating to the Pre-Effective Date Straddle Period shall be calculated as the amount of Tax that the
respective company would be liable for if the Pre-Effective Date Straddle Period were a Tax assessment period and if
it were permitted to file and assess Taxes for the Pre-Effective Date Straddle Period.
12.3 If and to the extent in respect of periods after the Effective Date, the Purchaser or any of the Companies or any
successor to all or parts of their business(es) receives or could receive any Tax benefit (e.g., without limitation, by
refund, offset or reduction of Taxes), which they have or will have received due to circumstances giving rise to a claim
under Section 12.1 (including, but not limited to timing difference ( Phasenverschiebung), such as extension of
amortization or depreciation periods or higher depreciation allowances or non-recognition of expenses and/or provisions
or usage of any loss carry forwards), then the corresponding benefit shall reduce such claim (or any future claims)
under Section 12.1.
12.4 The Purchaser hereby undertakes to compensate the Sellers for any amounts equal to any Tax refund, credit or similar
benefit received by any of the Companies or any successor to all or parts of their business(es) by receipt of cash
payment, set-off, deduction or otherwise relating to the period prior to and including the Effective Date, together with any
interest thereon paid by the Tax authorities, if and to the extent the aggregate of all Tax refunds exceeds the respective
amounts reflected in the Final Effective Date Accounts. The amounts payable under this Section 12.4 shall become
due and payable five (5) Business Days following the date of the receipt of such Tax refund by the respective entity of
the Companies.
12.5 The Purchaser, at its own cost and expense, hereby undertakes to procure that all Tax returns of the Companies
relating to the period prior to and including the Effective Date shall be handled by the Companies only in close
cooperation with the Sellers' Representative. The Purchaser hereby undertakes to procure that all Tax Matters (as
defined below) of the Companies shall be handled by the Companies only in close cooperation with the Sellers'
Representative. Tax returns and Tax notifications relating to the period up to and including the Effective Date shall only
be filed when (i) prepared or amended in line with past practice of the Companies and the Tax provision in the Final
Effective Date Accounts or (ii) required by mandatory law. In all other cases, Tax returns and
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