Audiovox 2012 Annual Report Download - page 134

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3. The Transaction Shares; Shares in Subsidiaries
3.1 The Transaction Shares are validly issued. As of the Completion Date, the Sellers are the sole and unrestricted legal
and beneficial owners of the Transaction Shares as stated in the table set forth in Section 1.2. The Company is, directly
or indirectly, the sole and unrestricted legal and beneficial owner of all of the shares in the Subsidiaries as stated in the
table set forth in Annex 1.1, and those shares in the Subsidiaries are validly issued.
3.2 As of the Completion Date, the Transaction Shares and the shares in the Subsidiaries are free and clear of any liens or
encumbrances, and there are no pre-emptive rights, rights of first refusal, options or other rights or any third party to
purchase or acquire the Transaction Shares or the shares in the Subsidiaries.
3.3 As of the Completion Date, the Transaction Shares and the shares in the Subsidiaries are fully paid, not repaid and
non-assessable (i.e. there is no shareholder obligation to make an additional capital contribution).
4. The Shareholder Loans
4.1 As of the Completion Date, VS and IRS are rightful claimants to the Shareholder Loans. The nominal amounts of the
Shareholder Loans and the accrued interest as of the Effective Date are stated in the table set forth in Section 1.3.
4.2 As of the Completion Date, the Shareholder Loans are free and clear of any third party rights except for the
subordination declared in respect of the Shareholder Loans vis-à-vis banks providing financing to the Companies, and
VS and IRS have the right to transfer the Shareholder Loans.
4.3 As of the Completion Date, the nominal amounts of the Shareholder Loans have been fully paid to the Company and
have not been repaid to VS or IRS.
5. Financial Statements
The Statutory Annual Accounts 2011 have been or will be (as the case may be) duly prepared consistent with past practice
and otherwise in accordance with German generally accepted accounting principles and will give, on a consolidated basis, a
true and fair view of the Companies' net assets, financial position and results of operations pursuant to Section 297 para. (2) of
the German Commercial Code (Handelsgesetzbuch, HGB). The Statutory Annual Accounts 2011 will have received an
unqualified audit opinion by PriceWaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft provided that the
Purchaser shall post Completion take any measures necessary to support the receiving of such unqualified audit opinion.
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