MoneyGram 2009 Annual Report Download - page 395

required, other than any failures to so qualify or to be in good standing which has not or is not reasonably likely to have a Material Adverse Effect.
(c) Power; Authorization; Enforceability.
The execution, delivery and performance of this Agreement and the other Financing Documents to which such Purchaser is a party are within its corporate,
limited liability company or limited partnership, as the case may be, power and authority and have been duly authorized by all necessary action of such
Purchaser, and constitute legal, valid and binding agreements of such Purchaser enforceable against it in accordance with their respective terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors' rights generally and subject
to general principles of equity and except that no representation or warranty made with respect to any matter related to indemnification and contribution or
exculpation contained herein.
(d) No Actions or Proceedings.
There are no legal or governmental actions, suits or proceedings pending or, to any Purchaser's knowledge, threatened against or affecting such Purchaser,
or any of their respective properties or assets which, if adversely determined, either individually or in the aggregate, would reasonably be expected to
materially and adversely affect the ability of such Purchaser to consummate any of the transactions contemplated by the Financing Documents.
(e) No Violation.
Neither the execution, delivery or performance by any Purchaser of the Financing Documents to which it is a party nor compliance with the terms and
provisions thereof nor the consummation the transactions contemplated hereby or thereby will (a) contravene any applicable provision of any material Law, or
(b) violate any provision of the certificate of incorporation, by-laws or other organizational documents of any Purchaser or any contract to which such
Purchaser is a party except in each case as has not or is not reasonably likely to have a material adverse effect on such Purchaser's ability to consummate the
transactions contemplated hereby and thereby and perform its obligations hereunder or thereunder.
5.2. Notice of Transfers of the Notes.
The Initial Purchasers hereby covenant and agree to provide prompt written notice to the Company upon consummation of any transaction pursuant to
which the Initial Purchasers cease to constitute the Required Holders.
SECTION 6.
PRE-CLOSING COVENANTS
6.1. Access.
From and after the Signing Date until the Closing Date, Holdco and the Company have, will, and will cause their Subsidiaries to:
(a) (i) provide the Purchasers, as soon as available, with (x) monthly and quarterly unaudited consolidated financial statements of Holdco and its
Subsidiaries, audited consolidated annual financial statements of Holdco and its Subsidiaries and an annual budget of Holdco and its Subsidiaries; and
(y) updates and "flash reports" of the same type and in the same frequency of delivery in all material respects
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