Audiovox 2012 Annual Report Download - page 94

8 of 61
Effective Date means 29 February 2012, 24:00h/1 March 2012, 0:00h.
Effective Date
Accounts means a consolidated unaudited balance sheet of the Companies as per the
Effective Date drawn up by the Company in accordance with German generally
accepted accounting principles and consistent with past practice (as
demonstrated in the sample calculation contained in Annex 5.3).
Enterprise Value means a sum in the amount of EUR 85,000,000.00 (in words: eighty five million
Euro).
Escrow Account shall have the meaning set forth in Section 5.6.a.
Escrow Fund shall have the meaning set forth in Section 5.6.a.
Expert Arbitrator shall have the meaning set forth in Section 6.4.
Final Effective Date
Accounts shall have the meaning set forth in Section 6.3.
First Release Date shall have the meaning set forth in Section 11.8.a.
Guarantor shall have the meaning as set forth in the Recitals.
IP-Rights shall have the meaning as set forth in Section 10 of Annex 10.2.
IRS shall have the meaning as set forth in the Recitals.
JB shall have the meaning as set forth in the Recitals.
Key Employees shall have the meaning as set forth in Section 15.1.i.
LG shall have the meaning as set forth in the Recitals.
Loan Purchase Price shall have the meaning set forth in Section 5.1.
LTM Average Effective
Date Working Capital shall have the meaning set forth in Annex 2.b.
LTM Average January
Working Capital shall have the meaning set forth in Annex 2.b.
Management
Accounts
means the Companies' consolidated financial statement drawn up in accordance
with German generally accepted accounting principles and consistent with past
practice as prepared by the Company's management in the course of its ordinary
reporting practice as of each month's end.
HAM-#3033739-v1P+P Pöllath+Partners /07.02.12/16:22