MoneyGram 2009 Annual Report Download - page 385

(c) Other than (A) the filing of the Certificates of Designations with the Delaware Secretary of State, (B) the filings in connection or in compliance with
the HSR Act, (C) the filings in connection or in compliance with the German Antitrust Act, (D) any actions described in the Security Documents necessary to
perfect the security interest granted pursuant thereto, (E) the passage of the applicable ten (10) day notice period in compliance with Para. 312.05 of the New
York Stock Exchange's Listed Company Manual and (F) such other consents, approvals, orders, authorizations, registrations, declarations, filings and notices
the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no notice
to, filing with, exemption or review by, or authorization, consent or approval of, any Governmental Entity or any other person (nor expiration nor termination
of any statutory waiting periods) is necessary prior to the consummation by Holdco or any Holdco Subsidiary of the transactions contemplated by the
Transaction Documents to which it is a party.
4.6. SEC Documents.
(a) Except as Previously Disclosed, each of Holdco and the Company has filed all reports, schedules, forms, statements and other documents with the SEC
required to be filed by Holdco or the Company or furnished by Holdco or the Company since December 31, 2005 (including any items incorporated by
reference or attached as Exhibits thereto) (the "SEC Documents"). No Holdco Subsidiary is required to make any filings of SEC Documents. As of their
respective dates of filing, the SEC Documents complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as
the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and none of the SEC Documents contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. There are no outstanding comments from the SEC with respect to any SEC Document. The
audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Holdco included in the
SEC Documents when filed complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been
prepared in all material respects in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited
quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods
involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Holdco and its
consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case
of unaudited quarterly statements, to normal year-end adjustments). Except as specifically reflected or reserved against in the audited consolidated balance
sheet of Holdco as at September 30, 2007 included in the Filed SEC Documents, neither Holdco nor any Holdco Subsidiary has any liabilities or obligations
(whether absolute, accrued, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the Effective Date, to be
reflected on a consolidated balance sheet of Holdco (including the notes thereto), except liabilities and obligations that (A) were incurred in the ordinary
course of business consistent with past practice since September 30, 2007 or (B) have not had and would not, individually or in the aggregate, reasonably be
expected to have, a Material Adverse Effect.
(b) Holdco (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that
material information relating to Holdco, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of
Holdco by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the Effective Date, to Holdco's outside auditors and
the audit committee of the Board of Directors (1) any significant deficiencies and material weaknesses in the design or operation of internal controls over
financial reporting (as defined in Exchange Act, Rule 13a-15(f)) that are reasonably likely
23