Audiovox 2012 Annual Report Download - page 111

25 of 61
Tax notifications relating to the period up to and including the Effective Date shall only be filed after obtaining the
Sellers' Representative's written consent, not to be unreasonably withheld. The Sellers' Representative must, in
particular, be notified fully, and without undue delay, in respect of any Tax returns, Tax notifications, Tax assessments,
Tax audits, Tax appeals, Tax court proceedings and of any attempt of the Tax authorities to make any Tax charge or to
disallow any Tax relief or allowance or refund relating to the period up to and including the Effective Date (collectively
the "Tax Matters"). Each notification shall be in writing and by attaching copies of any documents related thereto and
not yet known to the Sellers' Representative. The Purchaser shall provide the Sellers' Representative with draft Tax
returns at least twenty (20) Business Days prior to the earlier of (i) the due date for filing or (ii) the actual filing of such
Tax returns. The draft Tax returns shall be deemed approved by the Sellers if the Purchaser has not received any
specific request for amendment to the Tax returns from the Seller's Representative at least ten (10) Business Days
prior to the due date for filing the Tax returns. Furthermore, the Sellers' Representative shall be granted the opportunity
to comment on, and to participate in, Tax Matters, which shall be prepared and conducted by the respective entity of
the Companies.
12.6 The Sellers' Representative or persons authorized by Sellers' Representative are entitled to participate in any Tax audit
and all meetings with the Tax authorities related to the period up to and including the Effective Date. The Sellers at their
expense may appoint a lawyer, an accountant or a tax advisor or firms of such professionals which are bound to
statutory secrecy (“Sellers' Tax Advisor”) to represent the Sellers or their legal successors in a Tax audit, claim for
Tax refund, statement vis-à-vis a Tax authority or administrative or judicial proceeding involving any asserted or
potential Tax liability with respect to Taxes for the period up to and including the Effective Date. The Sellers'
Representative or the Sellers' Tax Advisor shall be given reasonable access to relevant information (including access
to copies of books, documents and management of the Companies) without undue delay, subject however to existing
confidentiality and data privacy requirements and the right of the Purchaser and the Companies to protect their
business secrets. The Purchaser shall ensure that the Companies or the relevant legal successors on request of the
Sellers' Representative contest Tax assessments and take any legal actions against Tax assessments or
announcements relating to the period up to and including the Effective Date. This Section 12.6 shall apply mutatis
mutandis to Tax assessments not being the result of a Tax audit.
12.7 Binding declarations to the Tax authorities relating to the period up to and including the Completion Date shall be made
by the respective entity of the Companies or their legal successor only in prior written agreement with the Sellers'
Representative, such written agreement not to be unreasonably withheld. If any findings or assessments, respectively,
of the Tax authorities, which relate to the period up to and including the Effective Date, give rise to any claim of the
Purchaser under this Section 12, the Purchaser shall cause the respective entity of the Companies to file any remedy
or appeal if instructed by the Sellers' Tax Representative and at the expense of the Sellers.
HAM-#3033739-v1P+P Pöllath+Partners /07.02.12/16:22