Audiovox 2012 Annual Report Download - page 114

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14. Anti Trust Filings
14.1 The Purchaser has (i) done a thorough analysis of the merger control filing requirements in the jurisdictions in which
such filings may potentially be required, (ii) prepared respective draft filings and (iii) made such analysis as well as
such draft filings available to Sellers for a plausibility (however, not in depth) review and comments. Based thereon, the
Parties jointly assume that the Transaction will be authorized without any conditions or other requirements ( Bedingungen
oder Auflagen) within the initial waiting period of one (1) month.
14.2 As soon as reasonably practical after the Signing Date, the Transaction shall be notified to the competent cartel
(merger) authorities specified in Section 7.1.a. The notification shall be filed by the Purchaser on behalf of the Sellers
and the Purchaser. The Purchaser shall further ensure that all other filings with, or notifications to, any governmental
authority required in connection with this Agreement will be made without undue delay at the pertinent time as required
by law, provided that Sellers reasonably comply, and procure that the Companies reasonably comply, with the
obligations in the following sentence. The Sellers shall upon request submit to the Purchaser all documents and other
information, and shall provide such other assistance to the filings, in each case as necessary and reasonably practical
to obtain clearance of the Transaction as soon as possible.
14.3 In order to obtain all governmental authorizations for the consummation of the Transaction under the applicable cartel
(merger) control laws, Purchaser and Sellers shall (i) reasonably cooperate with each other in the preparation of any
filings or notifications and in connection with any submissions, investigations or enquiries, (ii) supply to any
governmental authority as soon as reasonably practical any additional information requested by such governmental
authority or required pursuant to any applicable laws and take all other actions reasonably required to obtain the
necessary authorizations for the consummation of the Transaction or to cause any applicable waiting periods to
commence, (iii) promptly provide the other Parties with copies of any written (or written summaries of any non written)
communication received or sent in connection with any proceeding referred to in this Section 14.3 and (iv) give the other
Party and its respective advisors the opportunity to participate in all meetings, communications and conferences with
any relevant governmental authority, to the extent legally permissible. The Purchaser is only entitled to withdraw any
filings or to agree with any competent authority on an extension of the examination period for a filing if and to the extent
the Sellers have granted their prior written consent, which may not be unreasonably withheld.
14.4 The Purchaser agrees and shall ensure that neither the Purchaser nor any of their Affiliates will, prior to the Completion
Date take any action that could prevent, delay or otherwise infer with any cartel (merger) clearances of the Transaction.
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