MoneyGram 2009 Annual Report Download - page 377

3.4. Regulatory.
(A) None of Holdco, the Company or MPSI, shall have received written or oral notice from any State to the effect that such State has determined that
Holdco, the Company or MPSI can no longer conduct its money transfer or payment systems businesses in such State or has revoked, or intends to revoke,
Holdco's, the Company's or MPSI's license to conduct such businesses in such State, or imposed, or intends to impose, conditions on, or material fines with
respect to, Holdco's, the Company's or MPSI's license to conduct such businesses in such State (which conditions are adverse to Holdco, the Company or
MPSI and are not generally applicable to other persons conducting money transfer or payments systems businesses in such State); (B) Holdco, the Company
or MPSI shall have received assurances, in a form acceptable to the Initial Purchasers, from each State from which the Initial Purchasers determines is
necessary, that such State will not (x) determine that Holdco, the Company or MPSI may not conduct its money transfer or payment systems businesses in
such State, (y) revoke Holdco's, the Company's or MPSI's license to conduct such businesses in such State, or (z) impose conditions on, or material fines with
respect to, Holdco's, the Company's or MPSI's license to conduct such businesses in such State (which conditions are adverse to Holdco, the Company or
MPSI and are not generally applicable to other persons conducting money transfer or payments systems businesses in such State); (C) prior to and
immediately following the Closing, Holdco and each of its Subsidiaries shall have all licenses required under applicable money transmitter, official check or
similar Laws to conduct Holdco's and its Subsidiaries' business as presently conducted; and (D) immediately following the Closing, Holdco and each of its
Subsidiaries shall be in compliance with all applicable money transmitter, official check or similar Laws applicable to Holdco or its Subsidiaries, including,
without limitation, all net worth, tangible net worth, unrestricted assets and other financial ratios requirements applicable to Holdco or its Subsidiaries.
3.5. Fees and Expenses.
(a) All the fees and expenses payable by Holdco and the Company to the Purchasers pursuant to the Transaction Documents, including without limitation,
the fees and expenses of each Purchaser and counsel for the Purchasers for which invoices have been presented (including the fees of Fried, Frank, Harris,
Shriver & Jacobson LLP, counsel to the Initial Purchasers), shall have been paid in full.
3.6. Holdco Audit/10-K/Absence of Restatement.
(a) (A) (i) Holdco's receipt from Deloitte & Touche LLP of the D&T Deliverables, which shall be delivered if the amounts set forth on Schedule F to the
Equity Purchase Agreement shall have been placed into an escrow account pursuant to an escrow agreement reasonably acceptable to the Initial Purchasers,
Holdco and Deloitte & Touche LLP with irrevocable instructions to be released to Holdco on the Closing Date upon Holdco's receipt of the D&T
Deliverables, or (ii) if the amounts set forth on Schedule F to the Equity Purchase Agreement shall not have been placed into an escrow account with
irrevocable instructions to be released to Holdco on the Closing Date upon Holdco's receipt of the D&T Deliverables, then Holdco and Deloitte & Touche
LLP shall have committed to the Initial Purchasers on the Closing Date that, after both Holdco and Deloitte & Touche LLP shall have verified that the
amounts set forth on Schedule F to the Equity Purchase Agreement have been credited to the bank account set forth across from such amount on Schedule F to
the Equity Purchase Agreement, Holdco will receive from Deloitte & Touche, the D&T Deliverables and (B) Holdco's financial printer Bowne shall have
notified the Initial Purchasers (on the Closing Date) that Holdco has delivered the Final 10-K to Bowne with the irrevocable instruction that Bowne file the
Final 10-K on behalf of Holdco, and that Bowne is prepared to file and will file the Final 10-K with the SEC, in each case, immediately upon notification
from Holdco that the amounts set forth on Schedule F to the Equity Purchase Agreement have been
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