THE EXTENT THAT THE QUOTAHOLDER
INDEMNIFYING PARTIES ARE MATERIALLY PREJUDICED THEREBY.
SUBJECT TO RIGHTS OF OR
DUTIES TO ANY INSURER OR OTHER THIRD PERSON HAVING LIABILITY THEREFOR, THE
QUOTAHOLDER INDEMNIFYING PARTIES SHALL HAVE THE RIGHT PROMPTLY UPON RECEIPT OF
SUCH NOTICE TO ASSUME THE CONTROL OF THE DEFENSE, COMPROMISE OR SETTLEMENT OF
ANY SUCH BUYER INDEMNIFIED CLAIMS (PROVIDED THAT ANY COMPROMISE OR SETTLEMENT
MUST BE REASONABLY APPROVED BY BUYER), INCLUDING, AT ITS OWN EXPENSE, EMPLOYMENT
OF COUNSEL REASONABLY SATISFACTORY TO BUYER; PROVIDED, HOWEVER, THAT IF THE
QUOTAHOLDER INDEMNIFYING PARTIES SHALL HAVE EXERCISED THEIR RIGHT TO ASSUME SUCH
CONTROL, THE BUYER INDEMNITEES MAY, IN THEIR SOLE DISCRETION AND AT THEIR
EXPENSE, EMPLOY COUNSEL TO REPRESENT THEM (IN ADDITION TO
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COUNSEL EMPLOYED BY THE QUOTAHOLDER INDEMNIFYING PARTIES) IN ANY SUCH MATTER,
AND IN SUCH EVENT COUNSEL SELECTED BY THE QUOTAHOLDER INDEMNIFYING PARTIES SHALL
BE REQUIRED TO COOPERATE WITH SUCH COUNSEL OF THE BUYER INDEMNITEES IN SUCH
DEFENSE, COMPROMISE OR SETTLEMENT.
7.2
CERTAIN LIMITATIONS. NOTWITHSTANDING ANY
PROVISION HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT IN NO EVENT SHALL THE
QUOTAHOLDERS BE OBLIGATED WITH RESPECT TO ANY BUYER LOSS UNTIL THE AGGREGATE OF
ALL BUYER LOSSES EXCEEDS [CONFIDENTIAL TREATMENT REQUESTED] (THE "DEDUCTIBLE")
AND THEN THE BUYER SHALL ONLY BE PERMITTED TO RECOVER SUCH BUYER LOSSES IN
EXCESS THEREOF.
7.3
REDUCTION OF ADDITIONAL PURCHASE PRICE.
WITHOUT LIMITING THE RIGHT OF THE BUYER UNDER ANY APPLICABLE PROVISION OF
ITALIAN LAW TO RECOVER THE BUYER LOSSES IN ACCORDANCE WITH SECTIONS 7.1 AND 7.2
ABOVE, IN THE EVENT OF ANY BUYER LOSSES (X) AS TO WHICH THE BUYER IS ENTITLED TO
INDEMNITY UNDER SECTIONS 7.1 AND 7.2
ABOVE IN EXCESS OF THE DEDUCTIBLE, (Y) AS
TO WHICH THE QUOTAHOLDERS HAVE FAILED TO INDEMNIFY BUYER WITHIN NINETY (90) DAYS
NOTICE THEREOF AND (Z) THAT ARE BEING NOT CONTESTED IN GOOD FAITH BY THE
QUOTAHOLDERS, THE BUYER SHALL HAVE THE RIGHT, IN ADDITION TO ALL OTHER REMEDIES
PROVIDED BY LAW, TO REDUCE THE AMOUNTS PAYABLE FOR THE ADDITIONAL PURCHASE PRICE
BY THE AMOUNT OF SUCH BUYER LOSSES.
7.4
INDEMNIFICATION BY BUYER.
THE BUYER HEREBY
AGREES TO JOINTLY AND SEVERALLY DEFEND, INDEMNIFY AND HOLD HARMLESS THE
QUOTAHOLDERS AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS AND AFFILIATES
(COLLECTIVELY, "QUOTAHOLDER INDEMNITEES") FROM AND AGAINST ANY AND ALL LOSSES,
DEFICIENCIES, LIABILITIES, DAMAGES, ASSESSMENTS, JUDGMENTS, COSTS AND EXPENSES,
INCLUDING ATTORNEYS' FEES (BOTH THOSE INCURRED IN CONNECTION WITH THE DEFENSE OR
PROSECUTION OF THE INDEMNIFIABLE CLAIM AND THOSE INCURRED IN CONNECTION WITH THE
ENFORCEMENT OF THIS PROVISION) (COLLECTIVELY, "QUOTAHOLDER LOSSES"), CAUSED BY,
RESULTING FROM OR ARISING OUT OF (I) BREACHES OF ANY REPRESENTATION AND WARRANTY
HEREUNDER OR UNDER ANY ANCILLARY AGREEMENT ON THE PART OF THE BUYER AND
(II) FAILURES BY THE BUYER TO PERFORM OR OTHERWISE FULFILL ANY UNDERTAKING OR
AGREEMENT OR OBLIGATION HEREUNDER OR UNDER ANY ANCILLARY AGREEMENT; AND (II) ANY
AND ALL ACTIONS, SUITS, PROCEEDINGS, CLAIMS AND DEMANDS INCIDENT TO ANY OF THE
FOREGOING OR SUCH INDEMNIFICATION; PROVIDED, HOWEVER, THAT IF ANY CLAIM,
LIABILITY, DEMAND, ASSESSMENT, ACTION, SUIT OR PROCEEDING SHALL BE