Audiovox 2012 Annual Report Download - page 118

32 of 61
21. Non-Compete and Non-Solicitation
21.1 For a period of two (2) years from the Completion Date, Sellers shall refrain and shall procure that the Affiliates of IRS
refrain, from:
a. engaging, directly or indirectly, in the development, production, distribution and maintenance of telecommunication
and radiotechnical products, equipment and systems of all kind, in particular antenna systems, high frequency
plug-in connectors and high frequency cables as built-in components for cars in the automobile industry and the
car parts dealership and any other activities or businesses related thereto in competition with any of the
Companies' business as currently conducted or as currently actually planned (any of such business activities a
"Competing Activity");
b. holding, directly or indirectly, any equity interest in any legal entity engaging, directly or indirectly in any Competing
Activity, except for equity interests that are held as a financial investment only, i.e. do not give Sellers or the
Affiliates of IRS the right, directly or indirectly, to control or exert material influence over the business of the
respective legal entity; as far as Sellers or the Affiliates of IRS are not already holding such equity interest at
Completion Date and as set forth in Annex 21.1.b;
c. serving as a representative for any individual person or legal entity engaging, directly or indirectly, in any
Competing Activity; or
d. selling or otherwise making available, directly or indirectly, to any individual person or legal entity engaging,
directly or indirectly, in any Competing Activity any know-how or other elements of goodwill, trade secrets or other
information of a confidential nature of the Companies.
21.2 In the case of a breach by Sellers of the obligations set forth in Section 21.1, the damages of Purchaser for which
Sellers shall be liable as a result thereof shall include, without limitation, any damages suffered by the Companies. In
addition to any other remedies available to Purchaser under this Agreement or applicable law, Sellers shall pay to
Purchaser irrespective of fault a penalty of EUR 400,000.00 (in words: four hundred thousand Euro) for each breach by
Sellers of any of the obligations set out in Section 21.1 continuing after having received notice of the breach from the
Seller together with a request to discontinue such breach. If a breach by Seller continues for more than thirty (30) days,
such continuation shall be regarded as a new and separate breach within the meaning of this Section 21.2. By
accepting payment of such penalty or seeking any other remedy available to which Purchaser may be entitled under
this Agreement or applicable law, Purchaser shall not be deemed to have waived the requirement of Sellers, and
Sellers shall not be deemed to be relieved of their obligation, to comply with the obligations of Section 21.1.
HAM-#3033739-v1P+P Pöllath+Partners /07.02.12/16:22