MoneyGram 2009 Annual Report Download - page 405

purchaser shall agree to be bound to confidentiality arrangements similar to those set for in Section 10.14 of this Agreement.
8.3. No Integration.
The Company will not, and will not permit its Affiliates to, make any offer or sale of securities of any class if, as a result of the doctrine of "integration"
referred to in Rule 502, such offer or sale would render invalid, for the purpose of (i) the sale of the Notes by the Company to the Purchasers or (ii) the resale
of Notes, as the case may be, by the Purchasers to Subsequent Purchasers or (iii) the resale of Notes by any such Subsequent Purchaser to others any
applicable exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A thereunder or otherwise.
SECTION 9.
EXPENSES AND INDEMNIFICATION
9.1. Expenses.
The Company will (whether or not the Closing occurs) reimburse the Purchasers for all reasonable and documented out-of-pocket expenses (including
reasonable and documented attorneys' fees and disbursements of one firm of outside counsel and any local counsel, if necessary) incurred by the Purchasers in
connection with the transactions contemplated by this Agreement and the other Financing Documents and in connection with any amendments, waivers or
consents under or in respect of this Agreement or the other Financing Documents (whether or not such amendment, waiver or consent becomes effective),
including the reasonable and documented out-of-pocket costs and expenses incurred in enforcing, defending or declaring (or determining whether or how to
enforce, defend or declare) any rights or remedies under this Agreement or the other Financing Documents or in responding to any subpoena or other legal
process or informal investigative demand issued in connection with this Agreement, or the other Financing Documents, including in connection with any
insolvency or bankruptcy of the Company or any of its Subsidiaries or in connection with any work-out or restructuring of the transactions contemplated
hereby, by the Financing Documents or by the Notes.
9.2. Indemnification.
The Company will indemnify and hold harmless the Purchasers and each of their respective Affiliates, partners, stockholders, members, officers, directors,
agents, employees and controlling persons (each, an "Indemnitee") from and against any and all actual losses, claims, damages or liabilities to any such
Indemnitee in connection with or as a result of (i) the execution or delivery of any Financing Document or the performance by the parties to the Financing
Documents of their respective obligations hereunder and thereunder or the consummation of the Transactions or any other transactions contemplated hereby
or thereby, (ii) the issuance of Notes or the use of the proceeds therefrom, (iii) any liability with respect to Environmental Claims or (iv) any claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity will not, as to any Indemnitee, be available to the extent that such losses, claims, damages or liabilities are
determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the bad faith, gross negligence or willful
misconduct of such Indemnitee.
9.3. Waiver of Punitive Damages.
To the extent permitted by applicable law, none of the parties hereto shall assert, and each hereby waives, any claim against the other parties (including
their respective Affiliates, partners, stockholders, 43