MoneyGram 2009 Annual Report Download - page 386

to adversely affect Holdco and each Holdco Subsidiary's ability to record, process, summarize and report financial information and (2) any fraud, whether or
not material, that involves management or other employees who have a significant role in Holdco or each Holdco Subsidiary's internal controls over financial
reporting. As of the date of this Agreement, Holdco has no knowledge of any reason that its outside auditors and its chief executive officer and chief financial
officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the
Sarbanes-Oxley Act of 2002, without qualification, when next due. Since December 31, 2005, (x) neither Holdco nor any Holdco Subsidiary nor, to the
knowledge of Holdco, any director, officer, employee, auditor, accountant or representative of Holdco or any Holdco Subsidiary, has received or otherwise
had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices,
procedures, methodologies or methods of Holdco or any Holdco Subsidiary or their respective internal accounting controls, including any material complaint,
allegation, assertion or claim that Holdco or any Holdco Subsidiary has engaged in questionable accounting or auditing practices, and (y) no attorney
representing Holdco or any Holdco Subsidiary, whether or not employed by Holdco or any such subsidiary, has reported evidence of a material violation of
securities laws, breach of fiduciary duty or similar violation by Holdco or any of its officers, directors, employees or agents to the Board of Directors or any
committee thereof or to any director or officer of Holdco or any Holdco Subsidiary.
4.7. Taxes.
Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) Holdco and each of Holdco's
Subsidiaries have prepared and timely filed (taking into account any extension of time within which to file) all Tax Returns required to be filed by any of them
and all such filed Tax Returns are complete and accurate, (B) Holdco and each of Holdco's Subsidiaries have paid all Taxes that are required to be paid by any
of them, (C) as of the Effective Date, there are no audits, examinations, investigations, actions, suits, claims or other proceedings in respect of Taxes pending
or threatened in writing nor has any deficiency for any Tax been assessed by any Governmental Entity in writing against Holdco or any of Holdco's
Subsidiaries, and (D) all Taxes required to be withheld by Holdco and Holdco's Subsidiaries have been withheld and paid over to the appropriate Tax
authority (except, in the case of this clause (D) or clause (A) or (B) above, with respect to matters contested in good faith and for which adequate reserves
have been established on Holdco's financial statements in accordance with GAAP). Holdco has not been a "controlled corporation" or a "distributing
corporation" in any distribution occurring during the two-year period ending on the date of this Agreement that was intended to be governed by Section 355 of
the Code. Neither Holdco nor any Holdco's Subsidiary has entered into any "listed transaction" as defined under Section 1.601 l-4(b)(2) of the Treasury
Regulations promulgated under the Code.
4.8. Ordinary Course.
Except as Previously Disclosed since September 30, 2007, Holdco and each Holdco Subsidiary has conducted its respective businesses in all material
respects in the ordinary course of business, consistent with prior practice (and, without limiting the generality of the foregoing, none of Holdco nor any
Holdco Subsidiary has taken any action referred to in clauses (a) and (b) of Section 3.3 of the Equity Purchase Agreement, assuming the said Section had been
in effect at all times since September 30, 2007).
4.9. Commitments and Contracts.
(i) Except for the Benefit Plans, the Contracts filed as exhibits or incorporated by reference in or to the SEC Documents, and the Contracts Previously
Disclosed, neither Holdco nor any Holdco Subsidiary is a party to or bound by any Contract that: (A) is a "material contract" (as such term is
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