Audiovox 2012 Annual Report Download - page 136

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8.3 The consummation of the Transaction will not (i) entitle any current or former director, officer, employee or consultant of
the Company or any Subsidiary to severance pay, unemployment compensation or any bonus or other payment due
from any of the Companies except for certain transaction bonus payments granted, not exceeding a total sum of
EUR 750,000.00 (in words: Euro seven hundred fifty thousand) which will be fully accrued in the Statutory Annual
Accounts 2011, or (ii) accelerate the time of payment or vesting or increase the amount of compensation due to any
current or former director, officer or employee under an employee benefit plan or otherwise.
9. Assets and Material Agreements
9.1 To the Sellers' Knowledge, except as set forth in Annex 10.2.9.1 or as agreed in the Companies' ordinary course of
business, each of the Companies is entitled to the full and unencumbered ownership of its assets, free and clear of
any third party rights, including, without limitation, security rights, rights of lien, restraints on disposal and restrictions of
owner's position.
9.2 To the Sellers' Knowledge the Companies' movable assets are in a satisfactory working order in all material respects
and in line with their respective terms of use, except for normal wear and tear; the assets are suitable for their
respective present use.
9.3 All agreements of the following types (together the “ Material Agreements”) the main obligations of which have not
been completely fulfilled as at the Signing Date are listed in Annex 10.2..9.3. None of the Companies is or has been
in material breach of any Material Agreement that gives cause for a termination of such Material Agreement or claims
for damages, penalties or other compensation exceeding (the equivalent of) EUR 100,000.00 (in words: Euro one
hundred thousand). To the Sellers' Knowledge, no such breach of any Material Agreement has been asserted in writing
by the other party or parties to the relevant Material Agreement:
a. agreements to acquire, sell, transfer or dispose of equity interests in any of the Companies;
b. agreements on joint ventures;
c. long-term agreements (Dauerschuldverhältnisse) with customers or suppliers which cannot be regularly terminated
within 12 months as of the date hereof, providing in the agreement itself (and not by any individual orders based on
the agreement), in each case, for annual payment obligations in an amount, or annual supply obligations in a
volume, exceeding EUR 200,000.00 (in words: Euro two hundred thousand);
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