MoneyGram 2009 Annual Report Download - page 406

members, officers, directors, agents, employees and controlling persons), on any theory of liability for special, indirect, consequential or punitive damages (as
opposed to direct or actual damages) arising out of, in connection with, or as a result of, the Transactions, this Agreement, the other Financing Documents, the
Notes or the use of proceeds thereof.
9.4. Survival.
The obligations of the Company under this Section 9 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any
provision of this Agreement.
9.5. Tax Treatment of Indemnification Payments.
Any indemnification payment pursuant to this Agreement shall be treated for all Tax purposes as an adjustment to the Purchase Price, except as otherwise
required by applicable law.
SECTION 10.
MISCELLANEOUS
10.1. Notices.
Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when delivered,
(b) when transmitted via telecopy (or other facsimile device) to the number set out below if the sender on the same day sends a confirming copy of such notice
by a recognized overnight delivery service (charges prepaid), (c) the day following the day (except if not a Business Day then the next Business Day) on
which the same has been delivered prepaid to a reputable national overnight air courier service or (d) the third Business Day following the day on which the
same is sent by certified or registered mail, postage prepaid; in each case to the respective parties at the address set forth below, or at such other address as
such party may specify by written notice to the other parties hereto:
(i) if to an Initial Purchaser, to it at the address specified on Schedule 2.2; with a copy to Fried, Frank, Harris, Shriver & Jacobson LLP, One New York
Plaza, New York, New York 10004, Attention: F. William Reindel, Esq., or at such other address as the Initial Purchaser or its nominee shall have
specified to the Company in writing;
(ii) if to the Company or any Guarantor, to it at the address: 1550 Utica Avenue South, Suite 100, Minneapolis MN 55416, Attention: General Counsel
and Chief Financial Officer; with a copy to: Kirkland & Ellis LLP, Citigroup Center, 153 East 53rd Street, New York, NY 10022, Attention: Ashley
Gregory, Esq or at such other address as the Company shall have specified to the Purchasers in writing.
10.2. Benefit of Agreement and Assignments.
(a) Except as otherwise expressly provided herein, all covenants, agreements and other provisions contained in this Agreement by or on behalf of any of
the parties hereto shall bind, inure to the benefit of and be enforceable by their respective successors and assigns (including, without limitation, any
subsequent holder of a Note); provided, however, (i) that the Company may not assign and transfer any of its rights or obligations without the prior written
consent of the Required Purchasers; (ii) for purposes of clarity, any assignee of a Purchaser who is not an affiliate of such Purchaser shall not be entitled to the
benefits of the covenants contained in Sections 6.1, 7, the last sentence of Section 8.2, or 9
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