Audiovox 2012 Annual Report Download - page 96

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Statutory
Annual
Accounts 2011
means the statutory consolidated annual accounts ( Konzernabschluss) of the Companies
for the financial year 2011 drawn up in accordance with German generally accepted
accounting principles and consistent with past practice and having received an unqualified
audit opinion by PricewaterhouseCoopers Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft.
Subordination
Agreements shall have the meaning set forth in Section 1.3.
Subsidiaries shall have the meaning set forth in Section 1.1.
Tax means any German taxes and surcharges or other auxiliary tax obligations ( steuerliche
Nebenleistungen) as defined in Section 3 of the German Tax Act (Abgabenordnung) as
well as comparable non-German (worldwide) federal, state or local taxes, including for the
avoidance of doubt, any and all income, gross receipts, property, sales, use, license,
excise, franchise, employment, payroll, public social costs including, without limitation,
social security contributions, premium, withholding, alternative or added minimum, ad
valorem, transfer or excise tax as well as other public dues, together with any interest or
penalty or addition thereto even if the interest period or the period for which the auxiliary Tax
obligation is imposed ends after the Effective Date but only to the extent the interest or
auxiliary Tax obligation is due on Taxes imposed for periods ending on or before the
Effective Date. For the avoidance of doubt: deferred taxes ( latente Steuern) for accounting
purposes are not Taxes within the meaning of this definition.
Tax Matters shall have the meaning set forth in Section 12.5
Transaction shall have the meaning set forth in Section 1.6
Transaction
Shares shall have the meaning set forth in Section 1.2
VS shall have the meaning as set forth in the Recitals.
Working
Capital shall have the meaning set forth in Annex 2.b
Working
Capital
Deviation
means the amount by which the Effective Date Working Capital deviates from the
LTM Average Effective Date Working Capital
HAM-#3033739-v1P+P Pöllath+Partners /07.02.12/16:22