Audiovox 2012 Annual Report Download - page 113

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d. the Purchaser does not have actual knowledge of any facts or circumstances that could give rise to claims against
any of the Sellers pursuant to Sections 9, 11 or 12.
13.2 In the event that any of the representations pursuant to Section 13.1 should be untrue or incorrect, the Purchaser shall
fully indemnify and hold the Sellers harmless from any of the Sellers' respective damages up to a total sum of the
Shares Purchase Price. All claims for any breach of guarantees pursuant to this Section 13.2 shall become time-
barred (verjähren) six (6) months after the Completion Date.
13.3 The Guarantor 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 Guarantor is a stock corporation duly incorporated and validly existing under the laws of the State of Delaware
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 Guarantor of this Agreement and the consummation of the Transaction are
within the Guarantor's corporate powers and have been duly authorized by all necessary corporate actions on part
of the Guarantor;
c. the execution and performance by the Guarantor of this Agreement and the consummation of the Transaction
neither violate the Guarantor's articles of association or bylaws nor any applicable law, regulation, judgment,
injunction or order binding on the Guarantor, and there is no action, law suit, investigation or proceeding (except for
merger control clearances, if any) pending against, or to the Guarantor's knowledge, threatened in writing against
the Guarantor before any court, arbitration panel or governmental authority which in any manner challenges or
seeks to prevent, alter or delay the Transaction.
13.4 In the event that any of the representations pursuant to Section 13.3 should be untrue or incorrect, the Guarantor shall
fully indemnify and hold the Sellers harmless from any of the Sellers' respective damages up to a total sum of the
Shares Purchase Price. All claims for any breach of guarantees pursuant to this Section 13.4 shall become time-
barred (verjähren) six (6) months after the Completion Date.
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