MoneyGram 2009 Annual Report Download - page 220

Documents, the proceeds of the equity issued in accordance with the Equity Purchase Agreement, the sale of securities contemplated by the Equity Purchase
Agreement and the other Transactions, and after giving effect to the application of the proceeds of the foregoing, (A) the fair value of the assets of Holdco and
its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, subordinated, contingent or otherwise, of Holdco and its
Subsidiaries on a consolidated basis; (B) the present fair saleable value of the Property of Holdco and its Subsidiaries on a consolidated basis will be greater
than the amount that will be required to pay the probable liability of Holdco and its Subsidiaries on a consolidated basis on their debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (C) Holdco and its Subsidiaries on a consolidated
basis will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and
(D) Holdco and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are
engaged as such businesses are now conducted and are proposed to be conducted after the Effective Date.
Section 5.18 Intellectual Property. As of the date hereof:
(i) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) to the knowledge of Holdco and
the Borrower, Holdco and its Subsidiaries own, free of all encumbrances except Permitted Liens, or have the valid right to use all the Intellectual Property
used in the conduct of the business of Holdco and its Subsidiaries as currently conducted and (B) to the knowledge of Holdco and the Borrower the
conduct of the business of Holdco and its Subsidiaries as currently conducted does not Infringe any Intellectual Property rights of any third party. Except
as would not reasonably be expected to have a Material Adverse Effect, no claim or demand has been given in writing to Holdco or any of its Subsidiaries
to the effect that the conduct of the business of Holdco or such Subsidiary Infringes upon the Intellectual Property rights of any third party to the
knowledge of Holdco and the Borrower. Except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge of Holdco and
the Borrower, no third parties are infringing the Intellectual Property rights of Holdco or the Borrower.
(ii) To the knowledge of Holdco and the Borrower, all material registered trademarks and registered service marks, trademark and service mark
applications and all Holdco Patents have been duly registered or application filed with the U.S. Patent and Trademark Office or applicable foreign
governmental authority. Except as would not reasonably be expected to have a Material Adverse Effect, (A) none of the Holdco Patents have been
adjudged to be invalid or unenforceable in whole or in part and (B) there are no actual or, to the knowledge of Holdco or the Borrower, threatened
opposition proceedings, cancellation proceedings, interference proceedings or other similar action challenging the validity or ownership of any Holdco
Patents.
Section 5.19 Collateral. As of the Effective Date, the Collateral Documents will be effective to create (to the extent described therein), in favor of and for
the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein, except as may be limited by
applicable domestic or foreign bankruptcy, insolvency, 70