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

(a)       Performance.  The Company shall have performed in all material respects its covenants and obligations under this Agreement required to be performed by it on or prior to the Closing Date.

(b)      Representations and Warranties. (i) The representations and warranties of the Company contained in Section 3.01 (Organization and Qualification; Subsidiaries), Section 3.02 (Articles of Incorporation and By-Laws), Section 3.03 (Capitalization), Section 3.04 (Authority Relative to this Agreement), Section 3.05 (No Conflict; Required Filings and Consents) and Section 3.22 (Opinion of Financial Advisor) of this Agreement shall be true and correct in all material respects, and the representations and warranties of the Company contained in the first sentence of Section 3.17 (Absence of Certain Material Adverse Changes) shall be true and correct, in each case both when made and as of the Closing Date, as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date) and (ii) all other representations and warranties of the Company contained in this Agreement shall be true and correct (without giving effect to any qualification as to materiality or Material Adverse Effect contained in any specific representation or warranty) as of the Closing Date as if made on and as of the Closing Date, except (A) for changes contemplated or permitted by this Agreement, (B) that the accuracy of representations and warranties that by their terms speak as of another date will be determined as of such date and (C) where any failures of any such representations and warranties to be so true and correct at and as of the Closing Date, or such other date, as applicable, would not, individually or in the aggregate, have a Material Adverse Effect.  Parent shall have received a certificate of the

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