Audiovox 2012 Annual Report Download - page 116

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k. any increase of any off-balance sheet financing obligation;
l. any payment to any of the Sellers other than in the ordinary course of business;
m. any expenses for research and development projects or acquisition of tooling related fixed assets with a value in
excess of EUR 200,000.00 (in words: two hundred thousand Euro) in each individual case unless
reimbursement by respective customers is contractually guaranteed;
provided that (i) all measures documented in the Companies' budget as set forth in Annex 15.1 shall hereby be
approved, and (ii) the Purchaser's consent as required under Sections 15.1.a through 15.1.m shall be deemed granted
if the Sellers have not received the Purchaser's other notification within five (5) Business Days after receipt by the
Purchaser of a written (including email) notification by the Companies or the Sellers of any such measure.
15.2 The Sellers undertake to procure that the Companies and their respective business remain insured until the
Completion Date in the same way as they are on the Signing Date and that all premiums due for such insurances are
duly and timely paid. It is hereby acknowledged that it is in the sole discretion and responsibility of the Purchaser to
arrange for the necessary or appropriate insurance for the time as from the Completion Date.
15.3 The Sellers shall procure that, to the extent legally permissible under applicable law, after the Signing Date through
(and including) the Completion Date Purchaser and its representatives and advisors shall upon their respective
request receive updates on important new developments relating to the Companies' business and obtain access to all
books, records, data and information which are reasonably expected to be of material interest to the Purchaser. Until the
Completion Day the Purchaser shall not directly contact any directors, officers or employees of the Companies. It is
understood that no access granted to Purchaser hereunder shall unduly interfere with the operations of any of the
Companies' business.
15.4 Section 17 shall apply to any Sellers' liability pursuant to this Section 15.
16. Guarantee
The Guarantor hereby guarantees by way of an independent guarantee (Sec. 311 para. (1) of the German Civil Code) the
proper fulfilment of all of the Purchaser's obligations pursuant to this Agreement, including the due payment of the Shares
Purchase Price.
HAM-#3033739-v1P+P Pöllath+Partners /07.02.12/16:22