Audiovox 2012 Annual Report Download - page 105

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9.4 For the avoidance of doubt, the rescission right of the Sellers, if any, can only be exercised jointly by all Sellers, and
any rescission by any of the Sellers individually shall be expressly excluded.
10. Sellers' Representations
10.1 During the preparation of the transactions described in this Agreement the Parties have exchanged comprehensive
information enabling the Purchaser to thoroughly evaluate the Companies and their business activities under
commercial, financial, technical, organizational, environmental, tax and legal aspects. The Purchaser had numerous
discussions with the Companies' management and employees, as well as site visits to the facilities operated by the
Companies. The Purchaser confirms to the Sellers that the Purchaser or its respective employees, agents or
professional advisors have had full access to all information and documents contained in the data room provided for the
Purchaser's information and as listed in Annex 10.1.
10.2 In addition to the Purchaser's independent research and investigations, if any, the Sellers represent vis-à-vis the
Purchaser or, in respect of Section 4 of Annex 10.2 only, vis-à-vis the Guarantor by way of independent guarantees
(Sec. 311 para. (1) of the German Civil Code the information as set forth in Annex 10.2 to be true and correct as of the
Signing Date or as of such other date as expressly referred to in the respective Section, provided that the
representations made by each Seller as set forth in Sections 1, 3, 4 and 6 of Annex 10.2 shall be made by each
Seller in respect of his/its own Transaction Shares or affairs only and not in respect of any other Seller's Transaction
Shares or affairs. The scope and content of each of Sellers' representations contained in Annex 10.2 as well as the
Sellers' potential liability arising thereunder shall be exclusively defined by the provisions of this Agreement (in
particular the limitations on Purchaser's rights and remedies set forth in Section 11 below), which shall be an integral
part of the Sellers' representations and none of the Sellers' representations shall be construed as a Sellers' guarantee
within the meaning of Sections 443 and 444 of the German Civil Code ( Garantie für die Beschaffenheit der Sache ).
11. Remedies for Breach of Sellers' Representations
11.1 If and to the extent a representation made pursuant to Section 10.2 proves to be untrue or incorrect, all Sellers having
made such untrue or incorrect representation shall be given the opportunity to restore the situation as described in the
respective representation (Naturalrestitution). If the respective Sellers do not establish such status within an adequate
period of time and in no event later than twelve (12) months after receipt of a specified notice describing in detail the
respective untruth or incorrectness, such Seller shall pay upon the Purchaser's or the Guarantor's (as the case
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