Bozzetto Agreement. On December 5, 2003, Bakelite Italia S.p.A., RÜTGERS and Italian Private Equity Fund IV L.P. entered into an Agreement for the Purchase and Sale of Stock regarding 100% of the capital stock of Xxxxxxxx Xxxxxxxx S.p.A. (the “Bozzetto Agreement”). The transaction contemplated by the Bozzetto Agreement was consummated on February 26, 2004; on that day, the full purchase price payable by the purchasers of the Bozzetto group was paid to Bakelite Italia S.p.A. Sellers shall procure that, prior to the Closing, Bakelite Italia S.p.A. will transfer and assign at no consideration due from Bakelite Italia S.p.A. to RÜTGERS, and RÜTGERS will acquire and assume, the Bozzetto Agreement, including all rights, obligations and liabilities of Bakelite Italia S.p.A. thereunder,except for any agreements relating to supplies and services between any members of the Bozzetto group 84 and the Bakelite Group, as set forth or referred to in the Bozzetto Agreement, and provided that RÜTGERS will, upon request of Purchaser, provide the Bakelite Group, through a suitable arrangement mutually agreed upon, with the benefits of the environmental counterindemnity set forth in Section 11.3.5 of the Bozzetto Agreement to the extent relating to any claims raised against any entity of the Bakelite Group, so that the Bakelite Group is put in the same position it would be in if the rights under the counter-indemnity had (to such extent) remained with Bakelite Italia S.p.A.. RÜTGERS shall indemnify and hold harmless Bakelite Italia S.p.A. from all obligations and liabilities arising under the Bozzetto Agreement which will be assumed by RÜTGERS in accordance with this Section 11.1.
