MoneyGram 2009 Annual Report Download - page 392

information and data shall not include projections (including financial estimates, forecasts and/or any other forward-looking information) and information of a
general economic or general industry nature.
(b) The projections (including financial estimates, forecasts and other forward-looking information) contained in the information and data referred to in
clause (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being recognized by the
Purchasers that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such
projections may differ from the projected results.
4.22 [Reserved]
4.23. Properties.
Holdco and each of its Subsidiaries have good and marketable title to or leasehold interests in all properties that are necessary for the operation of their
respective businesses as currently conducted and as proposed to be conducted, free and clear of all Liens (other than any Permitted Liens), except where the
failure to have such good title has not or is not reasonably likely to have a Material Adverse Effect.
4.24. Solvency.
As of the Closing Date, immediately after giving effect to the issuance and sale of the Notes and the consummation of the Transactions, and after giving
effect to the application of the proceeds of Notes and the Company Credit Facilities, Holdco and the Company on a consolidated basis with their Subsidiaries
will be Solvent.
4.25. No Registration Required.
As of the Closing Date, subject to compliance by the Purchasers with the representations and warranties set forth in this Section 4 and with the procedures
set forth in Section 8 hereof, it is not necessary in connection with the offer, sale and delivery of the Notes to the Purchasers in the manner contemplated by
this Agreement, the Indenture and the other Financing Documents, (i) to register the Notes under the Securities Act or pursuant to any of the laws of the States
or the United States, or (ii) to qualify the Indenture under the TIA.
4.26. No Integration of Offerings or General Solicitation.
As of the Closing Date, none of Holdco, its Affiliates, or any person acting on any of their behalf (other than the Purchasers, as to whom the Company
makes no representation or warranty) within the six-month period immediately prior to the Effective Date, directly or indirectly, solicited any offer to buy or
offered to sell, sold, or issued and will not, for six months immediately following the Effective Date, directly or indirectly, solicit any offer to buy or offer to
sell, sell, or issue in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Notes in a
manner that would require the Notes to be registered under the Securities Act.
As of the Closing Date, none of Holdco, its Affiliates, or any person acting on any of their behalf (other than the Purchasers, as to whom the Company
makes no representation or warranty) has engaged or will engage, in connection with the offering of the Notes, in any form of general solicitation or general
advertising within the meaning of Rule 502 under the Securities Act. 30