Audiovox 2012 Annual Report Download - page 108

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as any rights and claims arising under section 12 (Taxes), Section 15 (Covenants) and Section 9 (Rescission Rights),
any and all rights and remedies of any legal nature which the Purchaser or the Guarantor (as the case may be) may
otherwise have against the Sellers in connection with the Sellers' former shareholdings in the Companies, this
Agreement or the Transaction shall be excluded. In particular, without limiting the generality of the foregoing, the
Purchaser and the Guarantor, to the extent legally permissible, hereby waive any claims under statutory
representations and warranties (Sections 434 et seqq. of the German Civil Code), statutory contractual or
pre‑contractual obligations (Sections 280 to 282, 311 of the German Civil Code) or frustration of contract (Section 313 of
the German Civil Code) or tort (Sections 823 et seqq. of the German Civil Code); the Purchaser and the Guarantor shall
have no right to rescind, cancel or otherwise terminate this Agreement or to exercise any right or remedy which would
have a similar effect, except for the rescission or termination rights specifically set forth in this Agreement and the
Purchaser undertakes to procure that none of the Companies raises any claims against the Sellers or any executive,
employee or other representative of the Sellers not provided for in this Agreement. The provisions of this Section 11.7
shall not affect any mandatory rights and remedies of the Purchaser or the Guarantor (as the case may be) for fraud or
wilful misconduct (Vorsatz), e.g. Section 826 of the German Civil Code or Section 823 para. (2) of the German Civil
Code in connection with criminal offences.
11.8 The Sellers' Representative and the Purchaser shall release funds held in the Escrow Account as follows:
a. Upon lapse of a period of twelve (12) months after the Completion Date (the “ First Release Date”), a partial
amount of forty (40) % of the amount of the Escrow Fund together with all interest, if any, accrued thereon minus
(i) bank fees accrued in respect of the Escrow Account, (ii) the sums representing the aggregate amount of claims,
if any, made in writing by Purchaser or the Guarantor (as the case may be) to Sellers pursuant to Section 11.5 on
or before the First Release Date and (iii) the amount, if any, which the Purchaser or the Guarantor (as the case
may be) has received from the Escrow Fund pursuant to Section 6.5 or 11.8.c, shall be released to the Sellers and
paid to Sellers' Account.
b. Upon lapse of a further period of six (6) months after the First Release Date (the " Second Release Date"), the
amount of the Escrow Fund together with all interest, if any, accrued thereon minus (i) bank fees accrued in
respect of the Escrow Account, (ii) the sums representing the aggregate amount of claims, if any, made in writing
by Purchaser or the Guarantor (as the case may be) to Sellers pursuant to Section 11.5 on or before the Second
Release Date and (iii) the amount, if any, which the Purchaser or the Guarantor (as the case may be) has
received from the Escrow Fund pursuant to Section 6.5 or 11.8.c, shall be released to the Sellers and paid to
Sellers' Account.
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