This excerpt taken from the MGLN 8-K filed Mar 1, 2005.
Benefit Arrangements. Each Benefit Arrangement has been maintained in
substantial compliance with its terms and with the requirements prescribed by applicable law.
(i) With respect to the Dedicated Staff, there are no employee post-retirement medical or health plans in effect, except as required by Section 601 of ERISA.
(j) Seller warrants that neither the execution and delivery of this Agreement by Seller, nor the consummation of the transaction contemplated hereby, will result in the acceleration or creation of any rights of any person to benefits under any Employee Plan, Benefit Arrangement, program or employment agreement including, without limitation, the acceleration of vesting or exercisability of any stock options, the acceleration of vesting of any restricted stock, the acceleration of accrual or vesting of any benefits under any pension benefit plan or the acceleration or creation of any rights under any severance plan, parachute provision or change in control provision that would result in the imposition of any liability on Buyer or the Purchased Assets.
(k) The Purchased Assets are not now nor will they after the passage of time be subject to any Lien imposed under Section 412(n) of the Code by reason of the failure of Seller or its Subsidiaries to make timely installments or other payments required by Section 412 of the Code.
(l) There are no pending or, to the knowledge of Seller, threatened claims (other than routine requests for benefits) by, on behalf of or against any of the Employee Plans or any trusts related thereto. No Employee Plan is, or within the last three (3) years has been, the subject of examination or audit by a governmental authority or a participant in a government sponsored amnesty, voluntary compliance or similar program.
(m) Neither Seller nor any of its Subsidiaries is, with respect to the Business, a party to or bound by any collective bargaining agreement nor, with respect to the Business, has Seller or its Subsidiaries experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. Seller and its Subsidiaries have not committed any unfair labor practice with respect to the Business. None of the stockholders, directors, officers, or employees with responsibility for employment matters of Seller or its Subsidiaries has any knowledge of any organizational effort presently being made or threatened by, or on behalf of, any labor union with respect to the Business.
Section 9.02. Employee and Offers of Employment. (a) Buyer may, on or prior to the Closing Date and in its sole discretion, offer to employ each employee of Seller who is a member of the Dedicated Staff (all such employees who receive such an offer being referred to herein as