Audiovox 2012 Annual Report Download - page 119

33 of 61
21.3 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. influencing or attempting to influence any customer, supplier, consultant or other third party maintaining a
contractual or other business relationship with any of the Companies to terminate or discontinue such relationship
or to reduce the volume of goods or services provided thereunder; or
b. soliciting or attempting to solicit the service or employment of any current or future director, officer or employee of
any of the Companies.
21.4 Section 21.2 shall apply mutatis mutandis to a breach of the obligations set forth in Section 21.3, provided that the
penalty shall be payable for each individual case.
21.5 The Parties understand and agree that in the case of a breach by Sellers of the obligations set forth in this Section 21,
the remedies available to Purchaser under this Agreement may not be sufficient to indemnify Purchaser and the
Companies fully against all damage, and that therefore Purchaser shall be entitled to enforce any claims for specific
performance (Unterlassungs- und Beseitigungsansprüche ) by injunctive relief (einstweiliger Rechtsschutz) without, as
far as legally permissible, having to establish irreparable harm and, as far as legally permissible, without having to
provide a bond or other collateral (ohne Sicherheitsleistung).
22. Costs
Advisors', brokers' or representatives' fees incurred in connection herewith shall be borne by the respective Party which has
incurred the fees. Taxes shall be borne by the respective tax payer; the provisions of Section 12 hereof remain unaffected
thereby. The costs for the notarization of this Agreement shall be borne by the Purchaser. For the avoidance of doubt: The
auditor's costs, fees and expenses for the audit and review of the Statutory Annual Accounts 2011 shall be borne by the
Company. The auditor's costs, fees and expenses for the audit of the Effective Date Accounts pursuant to the provisions set
forth in Section 6 shall be borne by the Purchaser; the provisions of Section 6.4 last paragraph shall remain unaffected.
23. Notices
23.1 All notices and communications required or permitted hereunder or under the agreements or other documents referred to
herein shall be in the English language, in writing and, unless otherwise provided for in this Agreement, shall be
deemed to have been duly received when delivered in person or when received by telegram or facsimile transfer
(confirmed in writing by mail) or received by registered letter with return receipt requested by the appropriate party at
the address specified in the head of this Agreement or to such other address or addresses as any such party may,
from time to time, designate by like notice. All notices shall be made
HAM-#3033739-v1P+P Pöllath+Partners /07.02.12/16:22