Audiovox 2012 Annual Report Download - page 104

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9. Rescission Rights
9.1 In the event that (i) Completion has not occurred within seven (7) weeks after the Signing Date or (ii) the Condition
Precedent set forth in Section 7.1.d is not fulfilled or deemed fulfilled on 19 February 2012 by the latest, each of the
Parties shall be entitled to rescind this Agreement (Rücktritt vom Vertrag) by written notice to the respective other
Party with a copy to the acting notary provided that such rescission may not be sought by a Party if the non-occurrence
of the Completion is due to a grossly negligent or intentional (grob fahrlässig oder vorsätzlich) failure of such Party to
comply with the obligations hereunder. The provisions contained in the following Section 9.2 shall remain unaffected.
9.2 In the event that the Transaction should not have been authorized by the competent cartel (merger) authorities specified
in Section 7.1.a within a period of one (1) month after the notification has been filed, and such non-authorization is not
caused by facts or circumstances which the Purchaser grossly negligently or intentionally ( grob fahrlässig oder
vorsätzlich) has failed to disclose to the Sellers or the competent cartel (merger) authorities pursuant to Section 14,
then the rescission right granted in Section 9.1 shall arise only in the event that Completion has not occurred within five
(5) months after Signing Date.
9.3 If this Agreement is rescinded in accordance with this Section 9, this Agreement shall cease to have force and effect
and shall not create any binding obligation between the Parties except that the provisions as set forth in this Section 9,
Section 16 (Guarantee), Section 20 (Confidentiality), Section 22 (Costs), Section 23 (Notices), Section 24 (Applicable
Law; Arbitration) and Section 25 (Other Provisions) shall remain in full force and effect. Upon rescission, any of the
Parties' claims shall be excluded as far as this is legally permissible except that Purchaser shall be liable for Sellers'
damages arising from the non-occurrence of the Completion if the non-occurrence of the Completion is due to a
rescission of the Sellers where the Transaction has failed clearance by the competent cartel (merger) authorities within
one month since the filing because the Purchaser gross negligently or intentionally ( grob fahrlässig oder vorsätzlich)
failed to disclose information relevant insofar. In such case the Sellers' damages shall be agreed to amount to a sum of
at least EUR 8,000,000 (in words: eight million Euro), without prejudice to the Sellers showing a higher damage. The
same shall apply vice versa if the non-occurrence of the Completion is due to a rescission of the Purchaser where the
Transaction has failed clearance by the competent cartel (merger) authorities within one month since the filing because
the Sellers gross negligently or intentionally ( grob fahrlässig oder vorsätzlich) failed to disclose information relevant
insofar. In such case the Purchaser's damages shall be agreed to amount to a sum of at least EUR 8,000,000 (in
words: eight million Euro), without prejudice to the Purchaser showing a higher damage.
HAM-#3033739-v1P+P Pöllath+Partners /07.02.12/16:22