Audiovox 2012 Annual Report Download - page 112

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12.8 Any and all claims under this Section 12 except any claims under Section 12.3 shall be time-barred ( verjährt) hundred
(100) Business Days after the respective assessment for the relevant entity of the Companies has become finally
binding (e.g. in Germany: Eintritt der Festsetzungsverjährung) by lapse of the respective statute of limitations under
applicable law.
12.9 Any payment made in accordance with this Section 12 shall be treated as adjustment of the Shares Purchase Price
and any payment made directly to any Company shall be treated as a short cut payment for a reduction of the Shares
Purchase Price and a (direct or indirect) contribution to the capital reserve of the respective Company in the meaning of
Section 272 (2) No. 4 German Commercial Code ( Handelsgesetzbuch) or corresponding provisions under the laws of
foreign jurisdictions.
12.10 The parties shall co-operate in order to achieve that a Tax audit for the Tax period until 31 December 2011 as well as
for the Pre-Effective Date Straddle Period of all Companies will be carried out as soon as possible.
12.11 Any additional profit or loss allocations resulting from a Tax audit or otherwise requested by a Tax authority relating to
periods up to and including the Effective Date or to Pre-Effective Date Straddle Period shall not increase or reduce the
Shares Purchase Price and shall not entitle the Sellers to any additional payments.
12.12 Section 17 shall apply to any Sellers' liability pursuant to this Section 12.
13. Purchaser's and Guarantor's Representations; Remedies
13.1 The Purchaser represents vis-à-vis the Sellers by way of independent guarantees (Sec. 311 para. (1) of the German
Civil Code) that at the Signing Date and the Completion Date
a. the Purchaser is a limited liability company liability ( Gesellschaft mit beschränkter Haftung) duly incorporated
and validly existing under the laws of Germany and has all requisite corporate power and authority to own its
assets and to carry out its business;
b. the execution and performance by the Purchaser of this Agreement and the consummation of the Transaction are
within the Purchaser's corporate powers and have been duly authorized by all necessary corporate actions on part
of the Purchaser;
c. the execution and performance by the Purchaser of this Agreement and the consummation of the Transaction
neither violate the Purchaser's articles of association or bylaws nor any applicable law, regulation, judgment,
injunction or order binding on the Purchaser, and there is no action, law suit, investigation or proceeding (except for
merger control clearances, if any) pending against, or to the Purchaser's knowledge, threatened in writing against
the Purchaser before any court, arbitration panel or governmental authority which in any manner challenges or
seeks to prevent, alter or delay the Transaction; and
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