Audiovox 2012 Annual Report Download - page 133

47 of 61
Annex 10.2
Sellers' Representations
1. Due Authorization
1.1 The execution, delivery and performance of this Agreement by IRS and the consummation of the Transaction are within
IRS' corporate powers and have been duly authorized by all necessary corporate actions of IRS and the Agreement is
legally valid, binding and enforceable against IRS at its terms.
1.2 The execution and performance by the Sellers of this Agreement and the con-summation of the Transaction neither
violate IRS' articles of association or by-laws or the articles of association of the Company nor any judgment, injunction
or order binding on any of the Sellers or the Company, and there is no action, lawsuit, investigation or proceeding
(except for merger control clearances, if any) pending against, or to the Sellers' Knowledge, threatened in writing
against any of the Sellers or the Company before any court, arbitration panel or governmental authority which in any
manner challenges or seeks to prevent, alter or materially delay the Transaction.
2. The Companies
2.1 As of the Completion Date, each of the Companies is duly incorporated or formed and validly existing under the laws of
its jurisdiction of incorporation or formation and has all requisite corporate power and authority to own its assets and to
carry out its business.
2.2 As of the Completion Date, none of the Companies holds any material interest in any company or other entity other than
any company or entity of the Companies or as set forth in Annex 10.2.2.2. The Company or a Subsidiary owns,
beneficially and of record, all of the outstanding capital stock of each Subsidiary free and clear of all encumbrances.
2.3 As of the Completion Date, none of the Companies is a party to any agreement which would permit any third party
(other than any entity of the Companies) to control such company or obligate it to transfer all its profits to any such third
party.
2.4 As of the Completion Date, no bankruptcy or insolvency proceedings are pending, have been applied for by any of the
Companies or to the Seller's Knowledge by any third party or have been rejected because of a lack of assets with
respect to any of the Companies. To the Sellers' Knowledge there are no circumstances that would require the opening
of such proceedings. To the Sellers' Knowledge none of the Companies has ceased or suspended payments, and no
debt settlement arrangement with respect to any of the Companies has been proposed or approved other than in the
ordinary course of business.
HAM-#3033739-v1P+P Pöllath+Partners /07.02.12/16:22