Audiovox 2012 Annual Report Download - page 103

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unless the effects of such adverse change are covered by insurance or the Sellers have otherwise compensated
the Purchaser or the Companies for such adverse change (“ Material Adverse Effect”) has occurred between
the Signing Date and the day on which the last of the conditions set forth in Sections 7.1.a, 7.1.b and 7.1.d has
been fulfilled.
7.2 The Parties shall inform each other in writing without delay ( unverzüglich) as soon as any or all of the Conditions
Precedent have been satisfied or events or circumstances arise which may prevent any of the Conditions Precedent to
be fulfilled.
8. Completion
8.1 The consummation of the transactions contemplated by this Agreement (the " Completion") shall take place at the
offices of Norton Rose, Bleichenbrücke 10 (Kaufmannshaus), 20354 Hamburg
a. on the fifth Business Day after the date on which the last of the Conditions Precedent has been fulfilled or waived,
provided that if such day is a Friday Completion shall take place on the sixth Business Day after the date on
which the last of the Conditions Precedent set forth in Sections 7.1.a, 7.1.b and 7.1.d has been fulfilled without a
Material Adverse Effect having occurred until such date; provided that Completion shall take place on
12 March 2012 at the earliest; or
b. at any other time or place on which the Parties may mutually agree in writing
(each of the dates referred to in a. or b. above, as the case may be, the " Completion Date").
8.2 At the Completion, the Parties shall simultaneously ( Zug um Zug) execute and deliver the following documents or
cause such documents to be executed and delivered and take the following actions or cause such actions to be taken
simultaneously:
a. The Purchaser shall pay the Base Purchase Price and the Base Purchase Price Interest as notified in
accordance with Section 5.6 to the Sellers' Account and the Escrow Account as set forth in Section 5.6.
b. The Sellers shall assign (abtreten) the Transaction Shares to the Purchaser by way of a separate transfer deed
substantially as set forth in Annex 8.2.b.
c. VS and IRS shall assign the Shareholder Loans to the Guarantor by way of a separate assignment agreement
substantially as set forth in Annex 8.2.c.
The provision of Section 25.1 sentence 1 hereof shall remain unaffected.
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