Common use of Directors, Officers and Employees Clause in Contracts

Directors, Officers and Employees. (a) Schedule 3.25(a) hereto contains a true and complete list of all current directors and officers of the Company. In addition, Schedule 3.25(a) hereto contains a list of all managers, employees and consultants of the Company who, individually, have received or are scheduled to receive compensation from the Company for the fiscal year ending December 31, 1997, in excess of $75,000. In each case such Schedule includes the current job title and aggregate annual compensation of each such individual. (b) To the knowledge of the Company and the Stockholders, each employee listed in Schedule 3.25(b) hereto is in good health. (c) The Company employs 16 full-time employees and 5 part-time employees, all of whom are listed in Schedule 3.25(c) (the "Employees") and generally enjoys good employer-employee relationships. Except as specifically described in Schedule 3.25(c), no consultant or 20 28 other Person other than the Employees renders Investment Management Services to or on behalf of the Company. Except as set forth in Schedule 3.25(c) hereto (or Schedule 3.15 or Schedule 3.24 hereto), the Company does not have any obligation, contingent or otherwise, under (a) any employment, collective bargaining or other labor agreement, (b) any written or oral agreement containing severance or termination pay arrangements, (c) any deferred compensation agreement, retainer or consulting arrangements, (d) any pension or retirement plan, any bonus or profit-sharing plan, any stock option or stock purchase plan, or (e) any other employee contract or non-terminable (whether with or without penalty) employment arrangement (each an "Employment Arrangement"). The Company is not in default with respect to any material term or condition of any Employment Arrangement, nor will the Closing or the Asset Transfer (or the transactions contemplated hereby or thereby, assuming the due authorization, validity and enforceability of the Asset Transfer Agreement) result in any such default, including, without limitation, after the giving of notice, lapse of time or both. The Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, none of the LLC, Merger Sub nor AMG would, by reason of the transactions contemplated under this Agreement or anything done prior to the Closing, be liable to any of said employees for so-called "severance pay" or any other payments except as set forth in the Restated LLC Agreement. The Company has not made any payments, is not obligated to make any payments, and is not a party to any agreement that under certain circumstances could obligate Merger Sub or the LLC to make any payments that will not be deductible under Section 280G of the Code. The Company does not have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. The Company is in compliance with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. To the knowledge of the Company or the Stockholders there are no charges of employment discrimination or unfair labor practices against or involving the Company. To the knowledge of the Company or the Stockholders there are no grievances, complaints or charges that have been filed against the Company under any dispute resolution procedure that might have a Material Adverse Effect on the Company, Merger Sub, the LLC or AMG or the conduct of their respective businesses, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. The Company has in place all employee policies required by applicable laws, rules and regulations, and there have been no violations or alleged violations of any of such policies. None of the Company or any of the Stockholders has received notice that any of the Company's employment policies or practices is currently being audited or investigated by any federal, state or local government agency. The Company is, and at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986, except as would not have a Material Adverse Effect on the Company.

Directors, Officers and Employees. (a) Schedule 3.25(a) hereto contains a true and complete list of all current directors and officers of the Company. In addition, Schedule 3.25(a) hereto contains a list of all managersmanagers and employees of, employees and consultants of to, the Company who, individually, have received or are scheduled to receive compensation from the Company and/or the LLC for the fiscal year ending December 31, 19971998, in excess of $75,000. In each case such Schedule includes the current job title and aggregate annual compensation of each such individual. (b) To the knowledge of the Company and the Majority Stockholders, each employee listed in Schedule 3.25(b) hereto is in good health. (c) The Company employs 16 and, upon giving effect to the Asset Transfer, the LLC will employ immediately following the Asset Transfer, approximately seventy (70) full-time employees and 5 eight (8) part-time employees, all of whom are listed in Schedule 3.25(c) (the "Employees") employees and generally enjoys good employer-employee relationships. Except as specifically described in Schedule 3.25(c), no consultant or 20 28 other Person other than the Employees renders Investment Management Services to or on behalf of the Company. Except as set forth in Schedule 3.25(c) hereto (or Schedule 3.15 or Schedule 3.24 hereto), neither the Company does not have nor the LLC has any obligation, contingent or otherwise, under (a) any employment, collective bargaining or other labor agreement, (b) any written or oral agreement containing severance or termination pay arrangements, (c) any deferred compensation agreement, retainer or consulting arrangements, (d) any pension or retirement plan, any bonus or profit-sharing plan, any stock option or stock purchase plan, or (e) any other employee contract or non-terminable (whether with or without penalty) employment arrangement (each an "Employment Arrangement"). The Company is not in default with respect to any material term or condition of any Employment Arrangement, nor will the Closing or the Asset Transfer (or the transactions contemplated hereby or thereby, assuming the due authorization, validity and enforceability of the Asset Transfer Agreement) result in any such default, including, without limitation, after the giving of notice, lapse of time or both. The Company is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, none of the LLCCompany, Merger Sub nor the LLC or AMG wouldcould, by reason of the transactions contemplated under by this Agreement or anything done prior to the Closing, be liable to any of said employees for so-called "severance pay" or any other payments except as set forth in the Restated LLC AgreementAgreement or the Employment Agreements. The Neither the Company nor the LLC has not made any payments, is not obligated to make any payments, and or is not a party to any agreement that under certain circumstances could obligate Merger Sub or the Company, the LLC or AMG to make any payments payments, that will not would be rendered non-deductible under by Section 280G of the Code. The Company does not have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. The Each of the Company and the LLC is in compliance in all material respects with all applicable laws Laws and regulations Regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. To the knowledge of the Company or the Stockholders there There are no charges of employment discrimination or unfair labor practices against or involving the Company. To the knowledge of the Company or the Stockholders there There are no grievances, complaints or charges that have been filed against the Company under any dispute resolution procedure that might could have a Material Adverse Effect on the Company, Merger Sub, the LLC or AMG or the conduct of their respective businesses, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. The Company has in place all material employee policies required by applicable laws, rules and regulations, and there have been no material violations or alleged violations of any of such policies. None of the The Company or has not received any of the Stockholders has received notice indicating that any of the Company's its employment policies or practices is currently being audited or investigated by any foreign, federal, state or local government agency. The Each of the Company and the LLC is, and at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986, except as would not have a Material Adverse Effect on the Company.

Directors, Officers and Employees. (a) Schedule 3.25(a) hereto contains a true and complete list of all current directors and officers of the Company. In addition, Schedule 3.25(a) hereto contains a list of all managersmanagers and employees of, employees and consultants of to, the Company who, individually, have received or are scheduled to receive compensation from the Company and/or the LLC for the fiscal year ending December 31November 30, 1997, in excess of $75,000. In each case such Schedule includes the current job title and AMG has been separately provided with the aggregate annual compensation of each such individual. (b) . To the knowledge of the Company and the Majority Stockholders, each employee listed in Schedule 3.25(b3.25(a) hereto is in good health. (cb) The Company and, after giving effect to the LLC Contribution, the LLC, employs 16 less than sixty (60) full-time employees and 5 five (5) part-time employees, all of whom are listed in Schedule 3.25(c) (the "Employees") employees and generally enjoys good employer-employee relationships. Except as specifically described in Schedule 3.25(c), no consultant or 20 28 other Person other than the Employees renders Investment Management Services to or on behalf of the Company. Except as set forth in Schedule 3.25(c3.25(b) hereto (or Schedule 3.15 or Schedule 3.24 hereto3.24), neither the Company does not have nor the LLC has any obligation, contingent or otherwise, under (a) any employment, collective bargaining or other similar labor agreement, (b) any written or oral agreement containing severance or termination pay arrangements, (c) any deferred compensation agreement, retainer or consulting arrangements, (d) any pension or retirement plan, any bonus or profit-sharing plan, any stock option or stock purchase plan, or (e) any other employee contract or non-terminable (whether with or without penalty) employment arrangement (each an "Employment Arrangement"). The Company is not in default with respect to any material term or condition of any Employment Arrangement, nor will the Closing or the Asset Transfer LLC Contribution (or the transactions contemplated hereby or thereby, assuming the due authorization, validity and enforceability of the Asset Transfer Agreement) result in any such default, including, without limitation, after the giving of notice, lapse of time or both. The Neither the Company nor the LLC is not delinquent in payments to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. Upon termination of the employment of any of said employees, none of the LLCCompany, Merger Sub nor Sub, the LLC or AMG wouldcould, by reason of the transactions contemplated under by this Agreement or anything done prior to the Closing, be liable to any of said employees for so-called "severance pay" or any other payments except as set forth in the Restated LLC Agreement. The Neither the Company nor the LLC has not made any payments, is not obligated to make any payments, and or is not a party to any agreement that under certain circumstances could obligate the Company, Merger Sub or Sub, the LLC or AMG to make any payments that will would be "parachute payments" within the meaning of the Code or would not be deductible under Section 280G of the Code. The Except as described in Schedule 3.25(b), the Company does not have any policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment. The Each of the Company and the LLC is in compliance in all material respects with all applicable laws and regulations respecting labor, employment, fair employment practices, work place safety and health, terms and conditions of employment, and wages and hours. To the knowledge of the Company or the Stockholders there There are no charges of employment discrimination or unfair labor practices against or involving the Company. To the knowledge of the Company or the Stockholders there There are no grievances, complaints or charges that could have been filed against the Company under any dispute resolution procedure that might have a Material Adverse Effect an adverse effect on the Company, Merger Sub, the LLC or AMG or the conduct of their respective businessesbusinesses and that have actually been filed against the Company under any dispute resolution procedure, and there is no arbitration or similar proceeding pending and no claim therefor has been asserted. The Company has in place all employee policies required by applicable laws, rules and regulationsregulations (except to the extent failure to have such policy would not reasonably be expected to have a Material Adverse Effect on the Company), and there have been no material violations or alleged violations of any of such policies. None of the The Company or has not received any of the Stockholders has received notice indicating that any of the Company's its employment policies or practices is currently being audited or investigated by any foreign, federal, state or local government agency. The Each of the Company and the LLC is, and at all times since November 6, 1986 has been, in compliance with the requirements of the Immigration Reform Control Act of 1986, except as would not have a Material Adverse Effect on the Companyamended.