Audiovox 2012 Annual Report Download - page 95

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Material
Adverse Effect shall have the meaning as set forth in Section 7.1.e.
Material
Agreements shall have the meaning as set forth in Annex 10.2.9.3
Net Debt
Balance shall have the meaning set forth in Annex 2.a.
Net Enterprise
Value shall have the meaning as set forth in Section 5.3.a.
Party/Parties shall have the meaning as set forth in the Recitals
Pre Effective
Date Straddle
Period
means in relation to Tax assessment periods that start before the Effective Date and end
after the Effective Date, the period starting on the first day of the Tax assessment period
starting before the Effective Date and ending on the Effective Date
Purchaser shall have the meaning as set forth in the Recitals
Recent
Management
Accounts means the Management Accounts as of 31 January 2012.
Second
Release Date shall have the meaning set forth in Section 11.8.b
Seller Quota means for each of the Sellers his/its individual fraction of the common shares in the
Company's share capital.
Seller/Sellers shall have the meaning as set forth in the Recitals
Sellers'
Account shall have the meaning set forth in Section 5.6.b.
Sellers'
Knowledge means in respect of each of the Sellers his/its individual actual knowledge ( positive
Kenntnis) in respect of relevant facts or circumstances provided that each Seller's
knowledge shall be attributed (zugerechnet) to each other Seller.
Sellers'
Representative shall have the meaning set forth in Section 23.2
Sellers' Tax
Advisor shall have the meaning as set forth in Section 12.6
Shareholder
Loans shall have the meaning set forth in Section 1.3
Shares
Purchase
Price shall have the meaning set forth in Section 6.1
Signing Date means the day on which this Agreement has been recorded as a notarial deed
HAM-#3033739-v1P+P Pöllath+Partners /07.02.12/16:22