MoneyGram 2009 Annual Report Download - page 378

successfully credited to the Holdco bank account set forth across from such amount on Schedule F to the Equity Purchase Agreement;
(b) each of the Initial Purchasers shall have had a full and complete opportunity to review Holdco's books and records, internal controls and procedures,
and to interview current and former Holdco personnel as determined to be necessary by each of the Initial Purchasers, and will have determined that Holdco's
books and records, internal controls and procedures, as well as Holdco's prior disclosures, are acceptable to each Initial Purchaser in its respective sole
judgment and discretion; and it is understood and agreed that such determination by each of the Initial Purchasers shall be based on, among other things, but
not limited to, the subjective view of each of the Initial Purchasers of Holdco's potential exposure, if any, to claims and investigations related in any to
Holdco's books and records, internal controls and procedures, and prior disclosures;
(c) neither Deloitte & Touche LLP nor any other accounting firm shall have issued to Holdco any opinion regarding the consolidated financial statements
of Holdco and its Subsidiaries as of and for the year ended December 31, 2007 which is not a Satisfactory Audit Opinion;
(d) there shall not have been a restatement (nor shall any restatement be under consideration by Holdco, its external auditors or, to the knowledge of
Holdco, the SEC) of any prior period financial statements of Holdco; and
(e) Holdco shall have resolved to the satisfaction of the SEC (including having taken any and all corrective action requested by the Staff of the SEC, if any)
all comments received by Holdco from the SEC on the SEC Documents.
3.7. Representations and Warranties,
Each of the representations and warranties contained herein 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) on or as of the
Closing 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), in each case after giving pro forma effect to the consummation on the Closing Date
of the Transactions, the issuance of the Notes to be issued on the Closing Date and the application of the proceeds thereof.
3.8. Performance; No Default.
The Company and Holdco shall have performed and complied in all material respects with all agreements and covenants contained herein and therein
required to be performed or complied with by them prior to or at the Closing (or such compliance shall have been waived on terms and conditions reasonably
satisfactory to the Initial Purchasers) and, after giving effect to the Transactions, the issuance of the Notes and the application of the proceeds thereof, no
Default shall have occurred and be continuing.
3.9. Equity Contribution.
At the Closing, the Equity Contribution shall have been made to Holdco in accordance with the Equity Purchase Agreement, and Holdco shall have
received the Equity Contribution. All conditions precedent set forth in the Equity Documents shall have been satisfied or waived (with the prior consent of
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