Audiovox 2012 Annual Report Download - page 100

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6. Determination of Shares Purchase Price; Expert Arbitrator; Payment of balance of Base Shares Purchase
Price and Shares Purchase Price
6.1 The Shares Purchase Price shall be equal to
a. the Net Enterprise Value;
b. minus any positive amount of Net Debt Balance or plus any negative amount of Net Debt Balance, as the case
may be;
c. plus any positive amount of Working Capital Deviation or minus any negative amount of Working Capital Deviation,
as the case may be.
6.2 For purposes of determination of the Net Debt Balance and the Working Capital Deviation, the Purchaser shall without
delay, however in no event later than sixty (60) days after the Completion cause the Company to prepare the Effective
Date Accounts and deliver them to the Parties together with a calculation of the Share Purchase Price in accordance
with Section 6.1. For the determination of the Net Debt Balance and the Working Capital Deviation, the numbers
contained in the Effective Date Accounts (as amended pursuant to the provisions in Section 6.3 and/or 6.4 to be the
Final Effective Date Accounts) shall be relevant. The calculation shall be made in accordance with the principles set
forth in Section 5.3.
6.3 If the Sellers do not object within thirty (30) Business Days after receipt of the Effective Date Accounts or confirm their
agreement, those Effective Date Accounts shall be deemed to be approved as final and binding between the Parties. If
and to the extent the Sellers do object and the Parties do not reach agreement within 20 (twenty) Business Days after
such objections, all items in dispute shall, pursuant to Section 6.4, be referred to the Expert Arbitrator who shall decide
on the issues with binding effect for the Parties (the accounts as deemed final or as decided upon by the Expert
Arbitrator (the “Final Effective Date Accounts”).
6.4 The "Expert Arbitrator" shall be a public accountant (Wirtschaftsprüfer) admitted to practice in Germany appointed
jointly by the Sellers and the Purchaser. If an agreement on the appointment cannot be reached within ten (10)
Business Days after the end of the 20 Business Day period referred to in Section 6.3, the Expert Arbitrator shall be
appointed upon request of the Sellers and/or the Purchaser, as the case may be, by the President of the Institut der
Wirtschaftsprüfer in Deutschland e.V. (IDW) in Düsseldorf.
The Expert Arbitrator shall be bound by those items which neither the Sellers nor the Purchaser have objected to or on
which the Sellers and the Purchaser have agreed; in its decision on the points in dispute the Expert Arbitrator shall not
go beyond the range of difference of opinions between the Sellers and the Purchaser on each individual item. The
Expert Arbitrator shall give both the Sellers and the Purchaser an opportunity to present their position on the disputed
items.
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