MoneyGram 2009 Annual Report Download - page 375

(c) If at the Closing the Company shall fail to deliver to the Purchasers the Notes as provided in Section 2.3(b), or any of the conditions specified in
Section 3 shall not have been fulfilled to the Initial Purchasers' reasonable satisfaction or waived, then each Purchaser shall, at its election, be relieved of all
further obligations under this Agreement.
2.4. Effective Date Certificate.
On the Signing Date, Holdco delivered to the Initial Purchasers the certificate (the "Signing Date Certificate") as provided in Section 2.4 of the Original
Note Purchase Agreement. On the Effective Date, Holdco delivered to the Purchasers a certificate (the "Effective Date Certificate"), substantially in the form
of Exhibit 2.4 to this Agreement, from Holdco, signed by the Chief Executive Officer and the Chief Financial Officer of Holdco, certifying: (i) that each of
the representations and warranties contained in Sections 4.1 through 4.17, 4.23 and 4.29 through 4.31 of this Agreement shall be true and correct in all
material respects (unless qualified by "material" or "Material Adverse Effect" or similar references to materiality, in which case such representations and
warranties must be true and correct in all respects) on or as of the Effective Date as if made on and as of the Effective Date (unless expressly stated to relate to
a specific earlier date, in which case each of such representations and warranties shall be true and correct in all material respects (unless qualified by
"material" or "Material Adverse Effect" or similar references to materiality, in which case the representation and warranties must be true and correct in all
respects) as of such earlier date), (ii) to the knowledge of the applicable officer: (x) that none of the written factual information and written data (taken as a
whole) furnished by or on behalf of Holdco or any of the Holdco Subsidiaries or any of their respective authorized representatives to the Purchasers on or
before the Effective Date for purposes of or in connection with this Agreement contained, when furnished, any untrue statement of any material fact or
omitted to state any material fact necessary to make such information and data (taken as a whole) not materially misleading at such time in light of the
circumstances under which such information or data was furnished, it being understood and agreed that for purposes of such certificate, such factual
information and data shall not include projections (including financial estimates, forecasts and/or any other forward-looking information) and information of a
general economic or general industry nature, and (y) that the projections (including financial estimates, forecasts and other forward-looking information)
contained in the information and data referred to in clause (ii)(x) above were based on good faith estimates and assumptions believed by such Persons to be
reasonable at the time made, it being recognized by the Purchasers that such projections as to future events are not to be viewed as facts and that actual results
during the period or periods covered by any such projections may differ from the projected results, (iii) that the financial information, data and performance
information listed on Exhibit 4 hereto furnished by or on behalf of Holdco or the Company to the Purchasers on or before the Effective Date for purposes of
or in connection with this Agreement was true, complete and accurate as and when furnished to the Purchasers, and (iv) all of the certifications set forth in the
Signing Date Certificate are true and correct in all respects.
2.5 Fees.
On the Signing Date, Holdco paid the fees set forth, and otherwise satisfied the other terms and conditions set forth in, the Fee Letter. On the Effective
Date the Initial Purchasers recieved the Fee (as defined in that certain Amended and Restated Fee Letter, dated the Effective Date).
SECTION 3.
CONDITIONS TO CLOSING
Each Purchaser's obligation to purchase and pay for the Notes to be purchased by it at the Closing is subject to the reasonable satisfaction or waiver by the
Initial Purchasers, prior to or at the Closing Date, of each of the conditions specified below in this Section 3:
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