Audiovox 2012 Annual Report Download - page 252

(k) Compliance with Laws. The financings and other Transactions contemplated hereby shall be in compliance in all
material respects with all applicable laws and regulations (including all applicable securities and banking laws, rules and
regulations), except where such failure to so comply could not reasonably be expected, either individually or in the aggregate, to
have a Material Adverse Effect.
(l) Bankruptcy. There shall be no bankruptcy or insolvency proceedings pending with respect to any Credit Party or
any Subsidiary where such Person is the debtor in such bankruptcy or insolvency proceeding thereof.
(m) Existing Indebtedness of the Credit Parties . All of the existing Indebtedness for borrowed money of the Credit
Parties and their Subsidiaries (including the Acquired Company), other than Indebtedness permitted to exist pursuant to
Section 6.1, shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date.
(n) Financial Statements. The Administrative Agent and the Lenders shall have received copies of the financial
statements referred to in Section 3.1, each in form and substance reasonably satisfactory to each of them.
(o) No Material Adverse Change. Since February 28, 2011, there shall not have occurred any event or condition that
has had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect and (ii) since
December 31, 2011, there shall not have occurred a Company Material Adverse Effect.
(p) Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed
by an Authorized Officer of the Company as of the Closing Date, substantially in the form of Exhibit 4.1(p) stating that (i) there
does not exist any pending or ongoing, action, suit, investigation, litigation or proceeding in any court or before any other
Governmental Authority (A) affecting this Agreement or the other Credit Documents, that has not been settled, dismissed,
vacated, discharged or terminated prior to the Closing Date or (B) that purports to affect any Credit Party or any of its
Subsidiaries, or any Transaction, which action, suit, investigation, litigation or proceeding could reasonably be expected to have a
Material Adverse Effect, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date,
(ii) immediately after giving effect to this Agreement, the other Credit Documents, and all the Transactions contemplated to
occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained herein and in the
other Credit Documents are true and correct, and (C) the Credit Parties are in pro forma compliance with the financial tests set
forth in Section 4.1(s) (as evidenced through detailed calculations of such financial covenants on a schedule to such certificate)
as of January 31, 2012 and (iii) each of the other conditions precedent in Section 4.1 have been satisfied, except to the extent the
satisfaction of any such condition is subject to the judgment or discretion of the Administrative Agent or any Lender.
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