This excerpt taken from the MNTX 8-K filed Oct 23, 2006.
6. EMPLOYEES - EMPLOYEE BENEFITS
6.1. Affected Employees. Affected Employees shall mean employees of Seller who are employed by Buyer immediately after the Closing.
6.2. Retained Responsibilities. Without limiting Section 2.1, Seller agrees to satisfy, or cause its insurance carriers to satisfy, all claims for benefits, whether insured or otherwise (including, but not limited to, workers compensation, life insurance, medical and disability programs), under Sellers employee benefit programs brought by, or in respect of, Affected Employees and other employees and former employees of Seller, which claims arise out of events occurring prior to the Closing Date, in accordance with the terms and conditions of such programs or applicable workers compensation statutes without interruption as a result of the employment by Buyer of any such employees after the Closing Date.
6.3. Payroll Tax. Seller agrees to make a clean cut-off of payroll and payroll tax reporting with respect to the Affected Employees paying over to the federal, provincial and city governments those amounts respectively withheld or required to be withheld for periods ending prior to the Closing Date. Buyer shall be responsible for all payroll and payroll tax obligations for periods beginning on or after the Closing Date in respect of Affected Employees.
6.4. Termination Benefits. Buyer shall be solely responsible for, and shall pay or cause to be paid, severance payments and other termination benefits, if any, to Affected Employees who may become entitled to such benefits by reason of any events occurring on or after the Closing Date. If any action on the part of Seller prior to the Closing Date, or if the sale to Buyer of the business and assets of Seller pursuant to this Agreement or the transactions contemplated hereby, or if the failure by Buyer to hire as a permanent employee of Buyer any employee of Seller, shall directly or indirectly result in any Liability (i) for severance payments or termination benefits or (ii) by virtue of any provincial, federal or local plant-closing or similar law, such Liability shall be the sole responsibility of Seller, and Seller shall indemnify and hold harmless Buyer against such Liability in accordance with Article 12.
6.5. Employee Benefit Plans.
6.5.(a) Delivery of Records. Seller shall deliver to Buyer not less than 10 days prior to the Closing Date, with respect to each Employee Plan/Agreement, information adequate to determine the liability thereunder, whether or not contingent, to any Affected Employee or other employee or former employee who is or was employed by Seller and with respect to whom Buyer may have any liability, and any beneficiary or dependent of any such Affected Employee, employee or former employee, together with data, records and other documentation adequate to determine the existence and amount of such liability. Delivery of such data, records and other documentation shall be made in machine readable form, if existing, and shall be made by Seller or any other person at the time providing or who has provided services with respect to the Employee Plan/Agreement. Seller or persons designated by Seller prior to the Closing Date will have reasonable access after the Closing Date to such items.
6.5.(b) No Third-Party Rights. Nothing in this Agreement, express or implied, is intended to confer upon any of Sellers employees, former employees, job applicants,
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any association or group of such persons or any Affected Employees any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including, without limitation, any rights of employment.