Officers, Employees and Compensation. Except as set forth on Schedule 5.20, to the extent the following constitute Assumed Liabilities, the provisions for wages and salaries accrued on the Annual Financial Statements and any liabilities therefor reflected on the June Balance Sheet are adequate for salaries and wages, including accrued vacation pay, for the period up through the date thereof, and Sellers and Nextera have accrued on their books and records all obligations for wages and salaries and other compensation to their employees, including, but not limited to, vacation pay and sick pay, and all commissions and other fees payable to independent contractors, agents, salesmen and representatives. Except as set forth on Schedule 5.20 or under the Seller Plans or the Non-Compete Agreements, none of Sellers nor Nextera has become obligated, directly or indirectly, to any shareholder, director, officer, member or manager of any of Sellers or any member of their families, except for current liability for such compensation reflected on the June Balance Sheet. Except as set forth on Schedule 5.20, no shareholder, director, officer, member, or manager, agent or employee of Sellers holds any position or office with or has any material financial interest, direct or indirect, in any supplier, customer or account of, or other outside business which has material transactions with Sellers or Nextera.
Officers, Employees and Compensation. Smileage has made available ------------------------------------ to ADP a true and correct list of all directors and officers of Smileage, their respective terms of office, the total salary, bonus, fringe benefits and perquisites each received in the fiscal year ended December 31, 1995, and any changes to the foregoing which have occurred subsequent to December 31, 1995, and a list of the current compensation of any other employee of Smileage whose total current salary and bonus exceeds $35,000 annually and any consultant, advisor, or independent contractor whose compensation exceeds $5,000 annually. No changes will be made by Smileage in the amount or kind of any compensation being paid or provided to any individuals listed from the amounts and kinds of compensation described therein prior to the Closing without ADP's prior written consent. Except as disclosed to ADP in writing, there are no other forms of compensation paid to any such director, officer or employee of Smileage. Except as disclosed to ADP in writing, the provisions for wages and salaries accrued in the 1995 Smileage Financial Statements are, and such provisions accrued on the Smileage Interim Statements will be, adequate for wages and salaries and other compensation to its employees, including without limitation vacation pay, sick pay, accrued compensation to any dentist, and all commissions and other fees payable to agents, salesmen and representatives of Smileage. Except as set forth in Schedule 4.24, Smileage has not become obligated, directly or indirectly, to any stockholder, director or officer of Smileage or any person related to such person by blood or marriage, except for current liability for such compensation. Except as set forth in Schedule 4.24, no stockholder, director, officer, agent or employee of Smileage or any person related to such person by blood or marriage holds any position or office with or has any material financial interest, direct or indirect, in any supplier, customer or account of, or other outside business which has material transactions with, Smileage. Smileage has no agreement or written understanding with any of its stockholders, directors, officers, employees or representatives which would influence any such person not to become associated with ADP from and after the Closing or from serving Smileage after the Closing in a capacity similar to the capacity presently held. Except as set forth in Schedule 4.24, no employee of Smileage, to the best knowledge o...
Officers, Employees and Compensation. Schedule 3.23 hereto lists and describes as of June 30, 1996, the base salary, fringe benefits and perquisites of any current employee of the Company whose total current base salary exceeds or exceeded in the last year $25,000 annually. Except as disclosed on Schedule 3.23 hereto, there are no other forms of compensation paid by the Company to any such officer or employee. The provisions for wages and salaries accrued on the Financial Statements are and will be adequate to reflect all obligations for wages and salaries and other compensation to the Company's employees through June 30, 1996 including, without limitation, vacation pay, sick pay, and all commissions and other fees due and payable to agents, salesmen and other employees of the Company. The Company is not obligated, directly or indirectly, to any director or shareholder of the Company or any person related to such person by blood or marriage, except for current liability for compensation. None of the Shareholders or the Company has any agreements or understandings with any officer, employee or representative of Shareholders or the Company that would influence any such person not to remain associated with the Company or not to become associated with the GST Companies from and after the Closing Date or from serving the Company or the GST Companies in a capacity similar to the capacity currently held. Schedule 3.23 hereto sets forth the Company's present severance policy and the names, amounts and payment schedules relating to persons currently receiving severance payments or retiree medical benefits.
Officers, Employees and Compensation of the Disclosure Schedule sets forth the names of all directors and officers of each Company and Subsidiary, the total salary, bonus, fringe benefits and perquisites each received from the Companies and the Subsidiaries in the year ended December 31, 2004, and any changes to the foregoing which have occurred subsequent to December 31, 2004. Section 3.17 of the Disclosure Schedule also lists and describes the current compensation of any employee of any Company or Subsidiary whose total current salary and bonus exceeds $75,000. Except as disclosed in Section 3.17 of the Disclosure Schedule, there are no other forms of compensation paid to any such director, officer or employee of any Company or Subsidiary. The amounts accrued on the books and records of the Companies and the Subsidiaries for all commissions and other fees payable to agents, salesmen and representatives, vacation pay and sick pay will be adequate to cover the Companies’ and the Subsidiaries’ liabilities for all such items. Except as set forth in Section 3.17 of the Disclosure Schedule, no Company or Subsidiary has become obligated, directly or indirectly, to any shareholder, director or officer of any Company or Subsidiary or any person related to such person by blood or marriage, except for current liability for such compensation. Except as set forth in Section 3.17 of the Disclosure Schedule, no shareholder, director, officer, agent or, to the Knowledge of the Shareholders, employee of any Company or Subsidiary, or any person related to any such person by blood or marriage, holds any position or office with or has any material financial interest, direct or indirect, in any supplier, customer or account of, or other outside business which has or has had material transactions with, any Company or Subsidiary. No Company or Subsidiary has an agreement or understanding with any shareholder, director, officer, employee or representative of any Company or Subsidiary that would influence any such person not to become associated with Lincoln Electric from and after the Closing or from serving any Company or Subsidiary after the Closing in a capacity similar to the capacity presently held.
Officers, Employees and Compensation. Schedule 2.22 hereto lists each salaried employee of PTI employed during the period September 30, 2003 through the date hereof. Schedule 2.22 hereto also lists and describes as of March 31, 2004, the base salary, fringe benefits and perquisites of each employee of PTI whose total current base salary exceeds or exceeded in any of the last two years $40,000 annually. Except as disclosed on Schedule 2.22 hereto, there are no other forms of compensation paid by PTI to any employee. Except as disclosed on Schedule 2.22 hereto, there has been no material increase since March 31, 2004 in the rate of compensation or other benefits paid to any employee. No shareholder or director or any person related to such person by blood or marriage holds any position or office with or has any material financial interest, direct or indirect, in any supplier, customer or account of, or other outside business that has had or will have material transactions with PTI. PTI has no agreements or understandings with any officer, employee or representative of PTI that would influence any such person not to continue to be associated from and after the date hereof or from serving PTI in a capacity similar to the capacity currently held. Schedule 2.22 hereto sets forth (i) PTI's present severance policy and the names, amounts and payment schedules relating to persons currently receiving severance payments or retiree medical benefits; and (ii) separately with respect to each employee of PTI, the amount of accrued vacation pay due to such employee.
Officers, Employees and Compensation. Schedule 5.2(t) lists each salaried employee of Seller employed by or engaged in connection with the Business during the period January 1, 2005 through the Execution Date. Schedule 5.2(t) also lists and describes as of December 31, 2006, the base salary, fringe benefits and perquisites of each such employee of Seller whose total current base salary exceeds or exceeded in any of the last two years $25,000 annually and the severance amount payable by Seller to each employee of Seller employed in the Business upon the termination of such employee's employment by Seller immediately prior to the Closing pursuant to Section 6.12 (the "Employee Severance Payments"). Except as disclosed on Schedule 5.2(t), there are no other forms of compensation paid by Seller to any such employee. There has been no material increase since December 31, 2006 in the rate of compensation or other benefits paid to any such employee. No shareholder or director or any person related to such person by blood or marriage holds any position or office with or has any material financial interest, direct or indirect, in any supplier, customer or account of, or other outside business that has had or will have material transactions with Seller. Seller has no agreements or understandings with any officer, employee or representative of Seller employed or engaged in the Business that would influence any such person not to become associated with Buyer from and after the Execution Date or from serving Buyer in a capacity similar to the capacity currently held.
Officers, Employees and Compensation to the MIGRA Disclosure Schedule sets forth the names of all directors, officers and employees of the MIGRA Companies, the total salary, bonus, fringe benefits and perquisites each received from the MIGRA Companies in the year ended December 31, 1996, and any changes to the foregoing which have occurred subsequent to December 31, 1996. Except as disclosed in Section 4.7 to the MIGRA Disclosure Schedule, there are no other forms of compensation paid to any such director, officer or employee of the MIGRA Companies. Except as disclosed in Section 4.7 to the MIGRA Disclosure Schedule, the amounts accrued on the books and records of the MIGRA Companies for vacation pay, sick pay, and all commissions and other fees payable to agents, salesmen and representatives will be adequate to cover liabilities for all such items. Except as set forth in Section 4.7 to the MIGRA Disclosure Schedule, no MIGRA Company has become obligated, directly or indirectly, to any stockholder, director or officer of MIGRA or partner of a Venture or any person related to such person by blood or marriage, except for current liability for such compensation. Except as set forth in Section 4.7 to the MIGRA Disclosure Schedule, to the actual knowledge of MIGRA and each MIGRA Stockholder, no stockholder, director, officer, agent or employee of the MIGRA Companies or any person related to such person by blood or marriage holds any position or office with or has any material financial interest, direct or indirect, in any supplier, customer or account of, or other outside business which has material transactions with, the MIGRA Companies. To the actual knowledge of MIGRA and each MIGRA Stockholder, except as set forth in Schedule 4.7, no MIGRA Company has an agreement or understanding with any stockholder, director, officer, partner, employee or representative thereof which would influence any such person not to become associated with AERC from and after the Closing or from serving the MIGRA Companies after the Closing in a capacity similar to the capacity presently held.
Officers, Employees and Compensation. Schedule 2.24 hereto lists and describes as of the date hereof, the base salary, fringe benefits and perquisites of any key employee of Everlast (other than temporary employees) whose total compensation for the fiscal year ending December 31, 2000 is estimated to exceed $50,000. Except as disclosed on Schedule 2.24 hereto, there are no other forms of compensation paid by Everlast to any such officer or key
Officers, Employees and Compensation. Schedule 4.2(g) sets forth the names of all directors, officers and employees of Seller, the total salary, bonus, fringe benefits and perquisites each received from Seller in the year ended December 31, 1998, and any changes to the foregoing which have occurred subsequent to December 31, 1998. Except as disclosed in Schedule 4.2(g), there are no other forms of compensation paid to any such director, officer or employee of Seller. Except as disclosed in Schedule 4.2(g), the amounts accrued on the books and records of Seller for vacation pay, sick pay, and all commissions and other fees payable to agents, salesmen and representatives will be adequate to cover Seller's liabilities for all such items. Except as set forth in Schedule 4.2(g), Seller has not become obligated, directly or indirectly, to any shareholder, director or officer of Seller or any person related to such person by blood or marriage, except for current liability for such compensation. Except as set forth in Schedule 4.2(g), to the knowledge of Seller, no shareholder, director, officer, agent or employee of Seller or any person related to such person by blood or marriage holds any position or office with or has any material financial interest, direct or indirect, in any supplier, customer or account of, or other outside business which has material transactions with, Seller. Seller has no agreement or understanding with any shareholder, director, officer, employee or representative of Seller which would influence any such person not to become associated with Buyer from and after the Closing or from serving Buyer after the Closing in a capacity similar to the capacity presently held.
Officers, Employees and Compensation. Section 4.7 of the ALP Disclosure Schedule sets forth the names of all directors and officers of ALP, the total salary, bonus, fringe benefits and perquisites each received from ALP in the year ended December 31, 1998, and any changes to the foregoing which have occurred subsequent to December 31, 1998. Section 4.7 of the ALP Disclosure Schedule also lists and describes the current compensation of the ten most highly compensated managers of ALP and any other employee of ALP whose total current salary and bonus exceeds $100,000. Except as disclosed in Section 4.7 of the ALP Disclosure Schedule, there are no other forms of compensation paid to any such director, officer or employee of ALP. Except as disclosed in Section 4.7 of the ALP Disclosure Schedule, the amounts accrued on the books and records of ALP for vacation pay, sick pay, and all commissions and other fees payable to agents, salesmen and representatives will be adequate to cover ALP's liabilities for all such items. Except as set forth in Section 4.7 of the ALP Disclosure Schedule, ALP has not become obligated, directly or indirectly, to any stockholder, director or officer of ALP or any person related to such person by blood or marriage, except for current liability for such compensation. Except as set forth in Section 4.7 of the ALP Disclosure Schedule, to the Knowledge of ALP, no stockholder, director, officer, agent or employee of ALP or any person related to such person by blood or marriage holds any position or office with or has any material financial interest, direct or indirect, in any supplier, customer or account of, or other outside business which has material transactions with, ALP. ALP has no agreement or understanding with any stockholder, director, officer, employee or representative of ALP which would influence any such person not to become associated with Cardinal from and after the Closing or from serving ALP after the Closing in a capacity similar to the capacity presently held.
