Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the following conditions: 6.1 All representations, covenants, and warranties of IMST contained in this Agreement shall be true and correct as of the Closing Date, with the same force and effect as if made on and as of the Closing Date with only such exceptions as would not cause a Material Adverse Change with respect to IMST or the Acquiring Fund. IMST shall have delivered to the Acquired Fund at the Closing a certificate, executed in the Acquiring Fund’s name by IMST’s President or Vice President and dated as of the Effective Time, to such effect. 6.2 The Acquired Fund shall have received on the Closing Date an opinion from regular counsel to the Acquiring Fund dated as of the Closing Date covering the following points: (a) The Acquiring Fund is a series of shares of IMST duly established and designated by the Declaration of Trust. IMST is a statutory trust validly existing and in good standing under the Delaware Statutory Trust Act. The Declaration of Trust provides IMST with the statutory trust power necessary for it to own its properties and assets and conduct its business as described in the Registration Statement. IMST has the trust power on behalf of the Acquiring Fund and has taken all action required to authorize it, to execute, deliver and perform its obligations under this Agreement in accordance with the applicable provisions of the Declaration of Trust and its By-Laws. (b) IMST is registered with the Commission as an investment company under the 1940 Act. Based solely on telephonic advice by staff of the Commission, the Registration Statement has been declared effective by the Commission under the 1933 Act. To the knowledge of such counsel (which shall not require investigation beyond a telephone conversation with staff of the Commission), such counsel is not aware of any stop order suspending the effectiveness of the Registration Statement, and, to the knowledge of such counsel, no stop order proceedings for such purpose are pending by the Commission. (c) The execution, delivery and performance of this Agreement has been duly authorized by all necessary statutory trust action by IMST on behalf of the Acquiring Fund, this Agreement has been duly executed and delivered by IMST on behalf of the Acquiring Fund, this Agreement constitutes a valid and binding obligation of IMST and the Acquiring Fund, enforceable against IMST and the Acquiring Fund in accordance with its terms. (d) The Acquiring Fund Shares to be delivered pursuant to this Agreement are duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and non-assessable. (e) To the knowledge of such counsel (which shall not require investigation beyond federal or Delaware law), no consent, approval, authorization or order of or filing with any court or governmental authority is required for IMST’s execution, delivery and performance of this Agreement, and the receipt of the Assets and the assumption of the Liabilities by the Acquiring Fund in accordance with this Agreement, other than (a) those that have been obtained under the 1933 Act, the 1934 Act or the 1940 Act, and (b) those that may be required under state securities laws (as to which such counsel need express no opinion). (f) The execution and delivery of this Agreement did not, and the receipt of the Assets and the assumption of the Liabilities by the Acquiring Fund in accordance with this Agreement will not, violate the Declaration of Trust or IMST’s By-laws. (g) To the knowledge of such counsel, there is no action, suit or proceeding at law or in equity, or by or before any federal or Delaware state court or governmental or regulatory body or agency or arbitration board or panel pending or overtly threatened against IMST or the Acquiring Fund or any of their assets that challenges or seeks to prohibit, restrain or enjoin the Reorganization. 6.3 The post-effective amendment to the IMST Registration Statement filed by IMST with the Commission to create the Acquiring Fund has been declared effective by the Commission. 6.4 Prior to the Closing Date, IMST shall have authorized the issuance of and shall have issued an Acquiring Fund Share in each class (the “Initial Shares”) to an affiliate of UMBFS in consideration of the payment of a reasonable offering price of such Initial Shares, as determined by IMST’s Board, for the purpose of enabling such affiliate of UMBFS to vote to (a) approve the investment management agreement between IMST, on behalf of the Acquiring Fund, and the Manager, (b) approve any plan adopted by the Acquiring Fund pursuant to Rule 12b-1 under the 1940 Act, and (c) take such other steps related to the inception, establishment and organization of the Acquiring Fund as deemed necessary or appropriate by the Boards in order to conform the Acquiring Fund to the description of the Acquiring Fund included in the Proxy Statement/Prospectus. At or before the Effective Time, each Initial Share shall be redeemed by the Acquiring Fund for the price at which it is issued. 6.5 IMST, on behalf of the Acquiring Fund, shall have performed in all material respects all of its obligations hereunder required to be performed by it on or before the Closing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions: 6.1 All representations, covenants, representations and warranties of IMST the Acquiring Fund contained in this Agreement shall be true and correct as of the date hereof and as of the Closing Date, Date with the same force and effect as if made on and as of the Closing Date with only such exceptions as would not cause a Material Adverse Change with respect to IMST or Date, and the Acquiring Fund. IMST Fund shall have delivered to the Acquired Fund at the Closing a certificate, certificate executed in the Acquiring Fund’s its name by IMSTthe Trust’s President or Vice President President, in form and substance reasonably satisfactory to the Acquired Fund and dated as of the Effective TimeClosing Date, to such effecteffect and as to such other matters as the Acquired Fund shall reasonably request. 6.2 The Acquired Fund With respect to the Acquiring Fund, the Trust shall have received on the Closing Date an opinion from regular Xxxxxxxx & Worcester LLP, counsel to the Trust and the Acquiring Fund Fund, dated as of the Closing Date Date, in a form reasonably satisfactory to the Acquired Fund, covering the following points: (a) The Acquiring Fund is a separate investment series of shares of IMST a business trust duly established and designated by the Declaration of Trust. IMST is a statutory trust organized, validly existing and in good standing under the Delaware Statutory Trust Act. The Declaration laws of Trust provides IMST with the statutory State of Ohio and has the trust power necessary for it to own all of its properties and assets and conduct and, to the knowledge of such counsel, to carry on its business as described in the Registration Statement. IMST has the trust power on behalf of the Acquiring Fund and has taken all action required to authorize it, to execute, deliver and perform its obligations under this Agreement in accordance with the applicable provisions of the Declaration of Trust and its By-Lawspresently conducted. (b) IMST The Acquiring Fund is separate series of an Ohio business trust registered as an investment company under the 1940 Act, and, to such counsel’s knowledge, such registration with the Commission as an investment company under the 1940 Act. Based solely on telephonic advice Act is in full force and effect. (c) This Agreement has been duly authorized, executed, and delivered by staff the Acquiring Fund and, assuming due authorization, execution and delivery of this Agreement by the Acquired Fund, is a valid and binding obligation of the CommissionAcquiring Fund enforceable against the Acquiring Fund in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and to general equity principles. (d) Assuming that a consideration therefor not less than the net asset value thereof has been paid, the Registration Statement has been declared effective by Acquiring Fund Shares to be issued and delivered to the Commission under the 1933 Act. To the knowledge of such counsel (which shall not require investigation beyond a telephone conversation with staff Acquired Fund on behalf of the Commission)Acquired Fund Shareholders as provided by this Agreement are duly authorized and upon such delivery will be legally issued and outstanding and fully paid and non-assessable, such counsel is not aware of any stop order suspending the effectiveness and no shareholder of the Acquiring Fund has any statutory preemptive rights in respect thereof. (e) The Registration Statement, and, to the knowledge of such counsel, has been declared effective by the Commission and no stop order proceedings for such purpose are pending by under the Commission. (c) The execution, delivery and performance of this Agreement 1933 Act pertaining thereto has been duly authorized by all necessary statutory trust action by IMST on behalf of the Acquiring Fund, this Agreement has been duly executed issued; and delivered by IMST on behalf of the Acquiring Fund, this Agreement constitutes a valid and binding obligation of IMST and the Acquiring Fund, enforceable against IMST and the Acquiring Fund in accordance with its terms. (d) The Acquiring Fund Shares to be delivered pursuant to this Agreement are duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and non-assessable. (e) To the knowledge of such counsel (which shall not require investigation beyond federal or Delaware law)counsel, no consent, approval, authorization or order of or filing with any court or governmental authority of the United States or the State of Ohio is required for IMST’s execution, delivery and performance of this Agreement, and the receipt of the Assets and the assumption of the Liabilities consummation by the Acquiring Fund in accordance with this Agreementof the transactions contemplated herein, other than (a) those that except such as have been obtained under the 1933 Act, the 1934 Act or and the 1940 Act, and (b) those that as may be required under state securities laws (as to which such counsel need express no opinion)laws. (f) The execution and delivery of this Agreement did not, and the receipt consummation of the Assets and the assumption of the Liabilities by the Acquiring Fund in accordance with this Agreement transactions contemplated hereby will not, violate result in a violation of the Trust’s Declaration of Trust or IMST’s By-lawsLaws or a material provision of any material agreement, indenture, instrument, contract, lease or other undertaking (in each case known to such counsel) to which the Acquiring Fund is a party or by which it or any of its properties may be bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring Fund is a party or by which it is bound. (g) Only insofar as they relate to the Acquiring Fund, the descriptions in the Information Statement/Prospectus of statutes, legal and governmental proceedings and material contracts, if any, are accurate and fairly present the information required to be shown. (h) Such counsel does not know of any legal or governmental proceedings, only insofar as they relate to the Acquiring Fund, existing on or before the effective date of the Registration Statement or the Closing Date required to be described in the Information Statement/Prospectus or to be filed as exhibits to the Information Statement/Prospectus which are not described or filed as required. (i) To the knowledge of such counsel, there is no action, suit litigation or administrative proceeding at law or in equity, or by investigation of or before any federal or Delaware state court or governmental or regulatory body or agency or arbitration board or panel is presently pending or overtly threatened against IMST or as to the Acquiring Fund or any of their its properties or assets that challenges or seeks to prohibit, restrain or enjoin the Reorganization. 6.3 The post-effective amendment to the IMST Registration Statement filed by IMST with the Commission to create and the Acquiring Fund has been declared effective by the Commission. 6.4 Prior is not a party to or subject to the Closing Dateprovisions of any order, IMST shall have authorized the issuance decree or judgment of any court or governmental body, which materially and shall have issued an Acquiring Fund Share in each class (the “Initial Shares”) to an affiliate of UMBFS in consideration of the payment of a reasonable offering price of such Initial Sharesadversely affects its business, other than as determined by IMST’s Board, for the purpose of enabling such affiliate of UMBFS to vote to (a) approve the investment management agreement between IMST, on behalf of the Acquiring Fund, and the Manager, (b) approve any plan adopted by the Acquiring Fund pursuant to Rule 12b-1 under the 1940 Act, and (c) take such other steps related to the inception, establishment and organization of the Acquiring Fund as deemed necessary or appropriate by the Boards in order to conform the Acquiring Fund to the description of the Acquiring Fund included previously disclosed in the Proxy Registration Statement/Prospectus. At or before the Effective Time, each Initial Share Such opinion shall contain such assumptions and limitations as shall be redeemed by in the Acquiring Fund for opinion of Xxxxxxxx & Worcester LLP appropriate to render the price at which it is issuedopinions expressed therein. 6.5 IMST, on behalf of the Acquiring Fund, shall have performed in all material respects all of its obligations hereunder required to be performed by it on or before the Closing Date.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by it pursuant to this Agreement on or before the Closing Date, and, in addition, subject to the following conditions: 6.1 All representations, covenants, and warranties of IMST the Acquiring Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of the that Closing Date with only such exceptions as would not cause a Material Adverse Change with respect to IMST or the Date. The Acquiring Fund. IMST Fund shall have delivered to the Acquired Fund at the Closing a certificate, certificate executed in the Acquiring Fund’s name by IMSTHeartland Group, Inc.’s President or Vice President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquired Fund and dated as of the Effective TimeClosing Date, to such effecteffect and as to such other matters as the Acquired Fund shall reasonably request. 6.2 The Acquired Fund shall have received on the Closing Date an opinion from regular Xxxxxxx & Xxxxx LLP, counsel to the Acquiring Fund Heartland Group, Inc., dated as of such Closing Date, in a form reasonably satisfactory to the Closing Date Acquired Fund, covering the following points: (a) The Acquiring Fund Heartland Group, Inc. is a series of shares of IMST corporation duly established and designated by the Declaration of Trust. IMST is a statutory trust organized, validly existing and in good standing under the Delaware Statutory Trust Act. The Declaration laws of Trust provides IMST with the statutory trust State of Maryland, and, to such counsel’s knowledge, has the power necessary for it to own all of its properties and assets and conduct to carry on its business as described in the Registration Statement. IMST has the trust power on behalf of the Acquiring Fund and has taken all action required to authorize it, to execute, deliver and perform its obligations under this Agreement in accordance with the applicable provisions of the Declaration of Trust and its By-Lawspresently conducted. (b) IMST Heartland Group, Inc. is registered with the Commission as an investment company under the 1940 Act. Based solely on telephonic advice by staff of the Commission, the Registration Statement has been declared effective by the Commission under the 1933 Act. To the knowledge of such counsel (which shall not require investigation beyond a telephone conversation with staff of the Commission), such counsel is not aware of any stop order suspending the effectiveness of the Registration Statement, and, to the knowledge of such counsel’s knowledge, no stop order proceedings for such purpose are pending by registration with the CommissionSEC is in full force and effect. (c) The execution, delivery and performance of this This Agreement has been duly authorized authorized, executed, and delivered by all necessary statutory trust action by IMST Heartland Group, Inc. on behalf of the Acquiring Fund and, assuming due authorization, execution and delivery of this Agreement by the Acquired Fund, this Agreement has been duly executed and delivered by IMST on behalf of the Acquiring Fund, this Agreement constitutes is a valid and binding obligation of IMST and the Acquiring Fund, Fund enforceable against IMST and the Acquiring Fund in accordance with its terms, subject as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws relating to or affecting creditors’ rights generally and to general equity principles. (d) The Assuming that a consideration of not less than the net asset value of Acquiring Fund Shares has been paid, Acquiring Fund Shares to be issued and delivered pursuant to the Acquired Fund on behalf of the Acquired Fund Shareholders, as provided by this Agreement Agreement, are duly authorized and, when issued in accordance with this Agreement, and upon such delivery will be validly issued, legally issued and outstanding and fully paid and non-assessable, and no shareholder of the Acquiring Fund has any preemptive rights with respect to Acquiring Fund Shares. (e) To The Registration Statement has been declared by the knowledge of SEC effective or has become automatically effective and to such counsel (which shall not require investigation beyond federal or Delaware law)counsel’s knowledge, no consent, approval, authorization or stop order of or filing with any court or governmental authority is required for IMST’s execution, delivery and performance of this Agreement, and the receipt of the Assets and the assumption of the Liabilities by the Acquiring Fund in accordance with this Agreement, other than (a) those that have been obtained under the 1933 Act, the 1934 Act or the 1940 Act, and (b) those that may be required under state securities laws (as to which such counsel need express no opinion)pertaining thereto has been issued. (f) The execution and delivery of this Agreement did not, and the receipt consummation of the Assets and the assumption transactions contemplated herein will not, result in a violation of the Liabilities by Heartland Group, Inc.’s Articles of Incorporation or any provision of any material agreement, indenture, instrument, contract, lease or other undertaking (in each case known to such counsel) to which the Acquiring Fund is a party or by which the Acquiring Fund or any of its properties may be bound or, to the knowledge of such counsel, result in accordance with this Agreement will notthe acceleration of any obligation or the imposition of any penalty, violate under any agreement, judgment, or decree to which the Declaration of Trust Acquiring Fund is a party or IMST’s By-lawsby which it is bound. (g) In the ordinary course of such counsel’s representation of the Acquiring Fund, and without having made any investigation, such counsel does not know of any legal or governmental proceedings (only insofar as they relate to the Acquiring Fund) existing on or before the effective date of the Registration Statement or the Closing Date that are required to be described in the Registration Statement or to be filed as exhibits to the Registration Statement that are not described or filed as required. (h) To the knowledge of such counsel no consent, approval, authorization or order of any court or governmental authority of the United States or the State of Maryland is required for consummation by the Acquiring Fund of the transactions contemplated herein, except as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act, and as may be required under state securities laws. (i) In the ordinary course of such counsel’s representation of the Acquiring Fund, there and without having made any investigation, and except as otherwise disclosed, such counsel is no action, suit not aware of any litigation or administrative proceeding at law or in equity, or by of or before any federal or Delaware state court or governmental or regulatory body or agency or arbitration board or panel that is presently pending or overtly threatened against IMST or as to the Acquiring Fund or any of their assets that challenges its properties or seeks to prohibit, restrain or enjoin assets. In the Reorganization. 6.3 The post-effective amendment to the IMST Registration Statement filed by IMST with the Commission to create the Acquiring Fund has been declared effective by the Commission. 6.4 Prior to the Closing Date, IMST shall have authorized the issuance of and shall have issued an Acquiring Fund Share in each class (the “Initial Shares”) to an affiliate of UMBFS in consideration of the payment of a reasonable offering price ordinary course of such Initial Shares, as determined by IMSTcounsel’s Board, for the purpose of enabling such affiliate of UMBFS to vote to (a) approve the investment management agreement between IMST, on behalf representation of the Acquiring Fund, and without having made any investigation, to the Managerknowledge of such counsel, the Acquiring Fund is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s business, other than as previously disclosed in the Registration Statement. 6.3 The Registration Statement on Form N-1A filed by Heartland Group, Inc. with the SEC to create the Acquiring Fund and register its shares (referred to in Section 5.7) has been declared (or has become automatically) effective by the SEC. 6.4 Subject to Section 6.3 as of the Closing Date with respect to the Reorganization of the Acquired Fund, there shall have been no material change in the investment objective, policies and restrictions nor any material increase in the investment management fees, fee levels payable pursuant to the 12b-1 plan of distribution, other fees payable for services provided to the Acquiring Fund, fee waiver or expense reimbursement undertakings, or sales loads of the Acquiring Fund from those fee amounts, undertakings and sales load amounts of the Acquiring Fund described in the Proxy Statement. 6.5 TPM shall have received a letter of indemnification from the Advisor stating that it agrees to indemnify TPM, its employees, agents, directors, trustees and officers (each, an “Indemnified Party”) against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses (including settlement costs) arising out of any litigation or regulatory action (including, without limitation, any shareholder litigation and any SEC staff inquiries, investigation, enforcement action or disciplinary action) in any way relating to the Acquired Fund, or relating to or resulting from (a) the Reorganization, (b) approve any plan adopted the management of the Acquired Fund by the Acquiring Fund pursuant to Rule 12b-1 under the 1940 ActAdvisor, and or (c) take such other steps related the Advisor’s duties to the inceptionAcquired Fund under the Investment Advisory Agreement between TPM and the Advisor, establishment or the Investment Advisers Act of 1940, as amended (any a “Claim”). The Advisor shall remain liable for indemnification as contemplated herein regardless of whether the transactions contemplated by this Agreement occur and organization of the Acquiring Fund as deemed necessary or appropriate by the Boards in order to conform the Acquiring Fund to the description of the Acquiring Fund included in the Proxy Statement/Prospectus. At or before the Effective Time, each Initial Share this Section 6.5 shall be redeemed by the Acquiring Fund for the price at which it is issued. 6.5 IMST, on behalf of the Acquiring Fund, shall have performed in all material respects all of its obligations hereunder required to be performed by it on or before survive the Closing Dateand any termination of this Agreement pursuant to Section 11.1.