Luxottica Group, S.p.A. (LUX)

is fair to such holders from a financial point of view. The Company will provide a true, complete and correct copy of such opinion to Parent solely for informational purposes promptly after receipt thereof by the Company.

Section 3.23.          Relationships with Customers and Others.  Prior to the date hereof, neither the Company nor any of its Subsidiaries has received notice that any customer (including, without limitation, any governmental agency), retailer, insurer, supplier, distributor or sales representative intends to cancel, terminate or otherwise modify any Contract or agreement with the Company or any of its Subsidiaries in any manner adverse to the Company or any of its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.24.          Brokers.  Except for the engagement of Goldman, Sachs & Co., whose fees will be paid by the Company, none of the Company, any of its Subsidiaries, or any of their respective officers, directors, or employees has employed any broker or finder or incurred any liability for any investment banking or brokerage fees, commissions or finder’s fees in connection with the transactions contemplated by this Agreement for which the Company or any of its Subsidiaries is responsible.  The Company has heretofore delivered to Parent accurate and complete copies of all written agreements, and summaries in reasonable detail of all oral agreements, between the Company and any accountants, investments bankers, financial advisors, public relations consultants, proxy solicitation firms and other experts and non-legal advisors entered into on or prior to the date of this Agreement pursuant to which any such person would be entitled to any payment of any Merger Fees, including, without limitation, the agreement with Goldman, Sachs & Co. “Merger Fees” means all fees and expenses paid or payable by or on behalf of the Company or any of its Subsidiaries to all accountants, investment bankers, financial advisors, public relations consultants, proxy solicitation firms and other experts and non-legal advisors incident to the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby.

When used in this Article III, references to the “knowledge of the Company” shall mean to the actual knowledge of the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Vice President of Business Development, the senior officer in charge of human resources, or any other person who is a Senior Vice President of the Company, after reasonable inquiry.