Audiovox 2012 Annual Report Download - page 99

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5.4 The Base Shares Purchase Price and the Loan Purchase Price shall collectively be referred to as the " Base
Purchase Price".
5.5 The Base Purchase Price shall bear interest at a rate of EURIBOR (3-months) plus three hundred (300) basis points
per annum commencing on and including 1 March 2012 until and including the Completion Date (the " Base Purchase
Price Interest"). Base Purchase Price Interest shall be calculated on the basis of actual days elapsed and a
calendar year of 360 days.
5.6 The Base Purchase Price together with the Base Purchase Price Interest in the amount as calculated and notified to
the Purchaser by the Sellers as set forth in Section 7.1.c shall be paid in full at the Completion Date in Euro by way of
wire transfer ‑ to be credited on the same day ‑ free of any costs and fees as follows:
a. In a partial amount of EUR 8,000,000.00 (in words: Euro eight million) (the “ Escrow Fund”) into a bank account
to be established jointly by the Seller's Representative and the Purchaser without delay after the Signing Date (the
"Escrow Account") and to be operated by the Seller's Representative and the Purchaser only jointly (" Und-
Konto"); and the Escrow Fund to be invested at the Sellers' instruction as given from time to time to be confirmed
by the Purchaser; provided that the Purchaser shall not unreasonably withhold such confirmation and such
confirmation be deemed granted if the Sellers have undertaken to indemnify the Purchaser from any losses arising
from their respective instruction; and
b. in the remaining amount into the Sellers' joint bank account held as an attorney's trust account by P+P Pöllath +
Partners, no 15130284 at UniCredit Bank AG (Sort Code: 700 202 70; IBAN: DE87700202700015130284; BIC
(Swift): HYVEDEMMXXX) or any other account notified by the Sellers' Representative to the Purchaser in writing at
least three Business Days prior to the Completion Date (each the "Seller's Account").
5.7 In any case of a default on payment ( Zahlungsverzug), the Base Purchase Price and the Base Purchase Price
Interest shall bear default interest at the rate of twelve per cent (12 %) per annum during the default period. Interest
shall be calculated on the basis of actual days elapsed and a calendar year of 360 days and shall be paid together
with the outstanding Base Purchase Price and the Base Purchase Price Interest in Euro by way of wire transfer free of
any costs and fees into the Sellers' Account or the Escrow Account, as the case may be.
5.8 Any of the Purchaser's rights to set-off (aufrechnen) and/or to withhold (zurückbehalten) any payments due under this
Agreement is hereby expressly waived and excluded.
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