MoneyGram 2009 Annual Report Download - page 382

3.21. Wal-Mart.
Wal-Mart Stores, Inc. shall have confirmed in writing to Holdco (A) that the Money Services Agreement by and among MPSI and Wal-Mart Stores, Inc.
(as amended through that certain Amendment 3 to Money Services Agreement dated as of the Signing Date but not amended by any subsequent amendments
other than, if necessary, to make effective the extension of the term of the Money Services Agreement through January 31, 2013) will be in full force and
effect after the consummation of the transactions contemplated hereby (which shall include an effective extension of the term of the Money Services
Agreement through January 31, 2013) and (B) that the Original Equity Purchase Agreement, the Equity Purchase Agreement and this Agreement and the
transactions contemplated thereby and hereby do not give Wal-Mart Stores, Inc. the right to terminate the Money Services Agreement,
3.22. Insurance.
Holdco shall have purchased, at its expense (A) directors and officers liability insurance, from reputable carriers to be agreed upon prior to Closing by
Holdco and the Initial Purchasers and in at least the amounts as set forth on Schedule 4.1(b) to the Equity Purchase Agreement (or in a lesser amount agreed
upon by the Initial Purchasers and Holdco) on behalf of and covering the individuals who at any time on or after the Closing Date are or become directors of
Holdco, against expenses, liabilities or losses asserted against or incurred by such individual in such capacity or arising out of such individual's status as such,
subject to customary exclusions and (B) a fully-paid six-year "tail" insurance policy or policies with respect to directors' and officers' liability insurance
(including excess A-side difference-in-conditions coverage and fiduciary liability coverage) of an amount no less, and with terms and conditions no less
favorable, than those of the policies maintained by Holdco as of the Effective Date.
3.23. Financial Statements.
The Initial Purchasers shall have received at least three Business Days prior to the Closing Date, Holdco's consolidated unaudited interim financial
statements as of and for the one-month period ended January 31, 2008 and the one-month period ended February 29, 2008, including (i) the unaudited balance
sheet as January 31, 2008 and February 29, 2008 and (ii) related unaudited consolidated statements of income, changes in stockholders' equity, and detailed
trial balances for the period from January 1, 2008 to January 31, 2008 and for the period from February 1, 2008 to February 29, 2008, in each case satisfactory
in form and substance to the Initial Purchasers.
3.24. Closing Certificate.
On the Closing Date, the Company shall deliver to each of the Initial Purchasers a certificate (the "Closing Certificate") signed on behalf of the Company
by an executive officer of the Company confirming that each of the conditions set forth in this Section 3 has been satisfied.
SECTION 4.
REPRESENTATIONS AND WARRANTIES
Except as Previously Disclosed (but only with respect to Sections 4.2 through and including 4.17), each of Holdco and the Company represents and
warrants to the Purchasers on and as of the Effective Date (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) and on the Closing Date, except as set forth in this
Section 4, that: 20