Common use of The Company’s Deliveries at Closing Clause in Contracts

The Company’s Deliveries at Closing. At the Closing, the Company shall deliver, or cause to be delivered, to Acquiror the following items: (a) a good standing certificate for the Company and each of the Acquired Subsidiaries issued by the secretary of state of the state of organization or the applicable Regulatory Authority (in the case of the Bank) dated not more than ten (10) Business Days prior to the Closing Date; (b) a copy of the charter, articles of incorporation or similar Organizational Documents, as applicable, of the Company and each of the Acquired Subsidiaries issued by the secretary of state of the state of organization or the applicable Regulatory Authority (in the case of the Bank) and dated not more than ten (10) Business Days prior to the Closing Date; (c) a certificate of the Secretary, Assistant Secretary, Manager, or comparable officer of the Company and each Acquired Subsidiary dated the Closing Date certifying a copy of the bylaws or similar Organizational Document of the Company or Acquired Subsidiary and stating that there have been no further amendments to the charter, articles of incorporation or similar Organizational Document, as applicable, of the Company or Acquired Subsidiary delivered pursuant to this Section 2.6; (d) a certificate of the Secretary or any Assistant Secretary of the Company certifying as of the Closing Date: (i) copies of resolutions of the board of directors and the shareholders of the Company approving this Agreement and the consummation of any of the Contemplated Transactions for which their approval is required; and (ii) a list of the shareholders of the Company with the number of shares of Company Preferred Stock and/or Company Common Stock owned by each and the number(s) on the Certificate(s) issued to each; (e) a certificate executed by the President of the Company dated the Closing Date stating that: (i) all of the representations and warranties of the Company set forth in this Agreement are true and correct in all material respects with the same force and effect as if all of such representations and warranties were made at the Closing Date; and (ii) the Company has performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date; provided, however, that to the extent any representations and warranties, or performance and compliance with any covenants and obligations, are subject in this Agreement to a standard of materiality, such representations and warranties shall be true and correct in all respects, and the Company shall have performed and complied in all respects with such covenants and obligations, in each case to the extent of the materiality standard set forth herein; (f) a certificate executed by the President of the Company dated the Closing Date stating that: (i) all intercompany assets and liabilities owing to or by the Company or any Acquired Subsidiary with respect to the Hallmark Group (including any guarantees of the indebtedness of the Hallmark Group provided by the Company or any Acquired Subsidiary) have been settled in full as of the Effective Time; and (ii) there are no outstanding loans or other amounts owing to or by the Company to any director or shareholder of the Company; (g) a certificate executed by the President of the Company dated the Closing Date stating that all fees and expenses of the Company’s legal counsel, accountants and financial advisor or investment banker, if any, incurred or reasonably expected to be incurred by the Company and Acquired Subsidiaries in connection with the Contemplated Transactions prior to and including the Effective Time, including all of the Company Transaction Expenses for which the Company is liable, have as of the Closing Date been paid or accrued in full; (h) an assignment and assumption agreement or supplemental indenture, in a form satisfactory to the Trustee and Acquiror, assigning all of the Company’s covenants, agreements and obligations under the Trust Debentures to Acquiror (the “Supplemental Indenture”), signed by a duly authorized officer of the Company, and any and all other documentation and consents required by the Trustee, in a form satisfactory to the Trustee and Acquiror, to effectuate the TRUPS Assumption; (i) a lease (the “Clayton Lease”) relating to the approximately 26,073 square feet of space at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (representing the portion of the building currently occupied by the Bank and LFC), and which shall include principal building naming and signage rights, in substantially the form attached hereto as Exhibit C, permitting the use of such property by Acquiror or Acquiror Bank, signed by a duly authorized officer of Heartland Place, L.L.C., the owner of the property; (j) a lease (the “Xxxxx Xxxxx Lease”) relating to the Bank’s branch office located at 00000 Xxxxxxx Xxxx, Town & Country, Missouri, permitting the use of such property by Acquiror or Acquiror Bank, in substantially the form attached hereto as Exhibit D, signed by a duly authorized officer of Xxxxx Xxxxx Village, LLC, the owner of the property (k) the written resignations of each of such directors and officers of the Company and any Acquired Subsidiary as may be requested by Acquiror no later than ten (10) Business Days prior to the Closing, other than: (i) the resignations of Xxxxxx X. Love, Xxxxxxxx X. Xxxxxxxx and Xxxx Xxxxxxxx as directors of LFC; and (ii) the resignations of Xxxxxx X. Love, Xxxxxxxx X. Xxxxxxxx and Xxxxx Xxxxx as directors of Heartland Business Credit Corporation; (l) a list of all of the Company’s shareholders who the Company reasonably believes are Eligible Shareholders; (m) a Confidential Investor Questionnaire, in substantially the form attached hereto as Exhibit E, signed by each Eligible Shareholder, demonstrating to the reasonable satisfaction of Acquiror that each such Eligible Shareholder is an Accredited Investor; (n) evidence of the termination of any and all sponsor bank or other similar agreements between Heartland Payment Systems (“HPS”) and the Bank, as described in Section 6.20; (o) copies of resolutions of the board of directors of the Company and the Bank authorizing and approving the consummation of the Bank Merger and the merger agreement to effect the Bank Merger, as described in Section 8.3, certified as of the Closing Date by the Secretary, Assistant Secretary or comparable officer of the Company and the Bank; (p) legal opinions, dated the Closing Date, of counsel to the Company, Acquired Bank and certain shareholders of the Company, in the forms attached to this Agreement as Exhibit F-1, Exhibit F-2 and Exhibit F-3; and (q) such other documents as Acquiror or its counsel shall reasonably request. All of such items shall be reasonably satisfactory in form and substance to Acquiror and its counsel.

The Company’s Deliveries at Closing. At or before the Closing, the Company shall deliver, or cause deliver to be delivered, to Acquiror Purchaser all of the following itemsfollowing: (ai) a good standing certificate for the Company and each certified copies of the Acquired Subsidiaries issued resolutions duly adopted by the secretary of state of the state of organization or the applicable Regulatory Authority (in the case of the Bank) dated not more than ten (10) Business Days prior to the Closing Date; (b) a copy of the charter, articles of incorporation or similar Organizational Documents, as applicable, of the Company and each of the Acquired Subsidiaries issued by the secretary of state of the state of organization or the applicable Regulatory Authority (in the case of the Bank) and dated not more than ten (10) Business Days prior to the Closing Date; (c) a certificate of the Secretary, Assistant Secretary, Manager, or comparable officer of the Company and each Acquired Subsidiary dated the Closing Date certifying a copy of the bylaws or similar Organizational Document of the Company or Acquired Subsidiary and stating that there have been no further amendments to the charter, articles of incorporation or similar Organizational Document, as applicable, of the Company or Acquired Subsidiary delivered pursuant to this Section 2.6; (d) a certificate of the Secretary or any Assistant Secretary of the Company certifying as of the Closing Date: (i) copies of resolutions of the board of directors and the shareholders (including all of the non-employee directors) of Company approving authorizing (a) the performance of this Agreement, the Stockholders Agreement and the Stock Purchase Warrant by the Company, and (b) the consummation of any of all transactions contemplated by this Agreement, the Contemplated Transactions for which their approval is required; and (ii) a list of the shareholders of the Company with the number of shares of Company Preferred Stock and/or Company Common Stock owned by each Stockholders Agreement and the number(s) on the Certificate(s) issued to each; (e) a certificate executed Stock Purchase Warrant by the President of the Company dated the Closing Date stating that: (i) all of the representations and warranties of the Company set forth in this Agreement are true and correct in all material respects with the same force and effect as if all of such representations and warranties were made at the Closing Date; and (ii) the Company has performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date; provided, however, that to the extent any representations and warranties, or performance and compliance with any covenants and obligations, are subject in this Agreement to a standard of materiality, such representations and warranties shall be true and correct in all respects, and the Company shall have performed and complied in all respects with such covenants and obligations, in each case to the extent of the materiality standard set forth herein; (f) a certificate executed by the President of the Company dated the Closing Date stating that: (i) all intercompany assets and liabilities owing to or by the Company or any Acquired Subsidiary with respect to the Hallmark Group (including any guarantees of the indebtedness of the Hallmark Group provided by the Company or any Acquired Subsidiary) have been settled in full as of the Effective Time; and (ii) there are no outstanding loans or other amounts owing to or by the Company to any director or shareholder of the Company; (gii) a certificate executed by certified copy of the President Certificate of Incorporation of the Company dated (the Closing Date stating that all fees and expenses "Charter") as in effect at the Closing, a certified copy of the Company’s legal counsel, accountants and financial advisor or investment banker, if any, incurred or reasonably expected to be incurred by the Company and Acquired Subsidiaries in connection with the Contemplated Transactions prior to and including the Effective Time, including all by-laws of the Company Transaction Expenses for as in effect at the Closing (as amended as set forth in Exhibit 2A(ii) attached hereto, the "By-Laws") and a certificate of good standing of the Company from each jurisdiction in which the Company is liable, have qualified to do business as a domestic or foreign corporation dated within 5 days of the Closing Date been paid or accrued in fullClosing; (hiii) a certified copy of the certificate of incorporation of each domestic Subsidiary as in effect at the Closing, a certified copy of the by-laws of each domestic subsidiary as in effect at the Closing and a certificate of good standing of each domestic Subsidiary from each jurisdiction in which such domestic Subsidiary is qualified to do business as a domestic corporation dated within 5 days of the Closing; (iv) a legal opinion from Xxxxxx & Bird, L.L.P. as to the matters set forth in Exhibit 2A(iv) attached hereto; (v) a legal opinion from Xxxxxxx & Associates, P.C. as to the matters set forth in Exhibit 2A(v) attached hereto wit respect to J.A.P. Investment Group, Inc.; (vi) an assignment and assumption agreement or supplemental indenture, in a form satisfactory to the Trustee and Acquiror, assigning all executed copy of the Company’s covenants, agreements and obligations under the Trust Debentures to Acquiror (the “Supplemental Indenture”), signed by a duly authorized officer of the Company, and any this Agreement and all other documentation and consents required by related agreements, documents or certificates to which the Trustee, in Company is a form satisfactory to the Trustee and Acquiror, to effectuate the TRUPS Assumptionparty; (ivii) a lease (the “Clayton Lease”) relating an executed copy of an amendment to the approximately 26,073 square feet of space at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (representing the portion of the building currently occupied by the Bank and LFC), and which shall include principal building naming and signage rights, Company's 1998 Long-Term Incentive Plan in substantially the form set forth in Exhibit 2A(vii) attached hereto as Exhibit C, permitting the use of such property by Acquiror or Acquiror Bank, signed by a duly authorized officer of Heartland Place, L.L.C., the owner of the propertyhereto; (jviii) a lease stock certificates for the Shares registered in Purchaser's name; (the “Xxxxx Xxxxx Lease”ix) relating to the Bank’s branch office located at 00000 Xxxxxxx Xxxx, Town & Country, Missouri, permitting the use of such property by Acquiror or Acquiror Bank, in substantially the form attached hereto as Exhibit D, signed by a duly authorized officer of Xxxxx Xxxxx Village, LLC, the owner certified copies of the property (k) resolutions duly adopted by the written resignations board of each directors of such directors and officers Company electing Xx. Xxxx X. Stern as a "Class I" director of the Company and any Acquired Subsidiary as may be requested by Acquiror no later than ten (10) Business Days prior to the Closing, other than: (i) the resignations of Xxxxxx X. Love, Xxxxxxxx X. Xxxxxxxx and Xxxx Xxxxxxxx as directors of LFC; and (ii) the resignations of Xxxxxx X. Love, Xxxxxxxx X. Xxxxxxxx and Xxxxx Xxxxx as directors of Heartland Business Credit Corporation; (l) a list of all member of the Company’s shareholders who the Company reasonably believes are Eligible Shareholders; (m) a Confidential Investor Questionnaire, in substantially the form attached hereto as Exhibit E, signed by each Eligible Shareholder, demonstrating to the reasonable satisfaction of Acquiror that each such Eligible Shareholder is an Accredited Investor; (n) evidence of the termination of any and all sponsor bank or other similar agreements between Heartland Payment Systems (“HPS”) and the Bank, as described in Section 6.20; (o) copies of resolutions Compensation Committee of the board of directors of the Company and the Bank authorizing and approving the consummation Company; (x) certified copies of the Bank Merger and the merger agreement to effect the Bank Merger, as described in Section 8.3, certified as of the Closing Date resolutions duly adopted by the Secretary, Assistant Secretary or comparable officer board of directors of the Company and electing Xxxx X. Xxxxxxxxxx a member of the BankStock Incentive Committee of the board of directors of the Company; (pxi) legal opinionscertified copies of the resolutions duly adopted by the board of directors or stockholders, dated the Closing Dateas appropriate, of counsel each domestic Subsidiary electing Xxxx X. Xxxxxxxxxx to the board of directors of each such domestic Subsidiary; (xii) a certificate from First Union National Bank Corporate Trust, as transfer agent for the Company, Acquired Bank and certain shareholders stating the number of the Company, in the forms attached to this Agreement as Exhibit F-1, Exhibit F-2 and Exhibit F-3outstanding shares of Common Stock; and (qxiii) a certificate from First Union National Bank Corporate Trust, as transfer agent for the Company, stating that (A) it shall place as of the date hereof a restriction on transfer on all Common Stock owned by any of Xxxxx X. Xxxxx, Xxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxx, Xx. (including, without limitation, stock certificates numbered 12, 13, 90, 93, 95, 96, 187 and 190), and (B) it shall keep such other documents as Acquiror or its counsel shall reasonably request. All of restrictions in place until the legend set forth in the Stockholders Agreement is placed on such items shall be reasonably satisfactory in form and substance to Acquiror and its counselstock certificates.

The Company’s Deliveries at Closing. At the Closing, the Company shall deliver, or cause to be delivered, to Acquiror the following itemsitems to Acquiror: (a) a good standing certificate for the Company certificates representing the issued and each outstanding shares of Subsidiary Stock, duly endorsed or accompanied by duly executed stock powers, all in such form as to permit title to the Subsidiary Stock to be transferred free and clear of any lien or encumbrance to Acquiror on the books and records of the Acquired Subsidiaries issued by Bank and the secretary of state of the state of organization or the applicable Regulatory Authority (in the case of the Bank) dated not more than ten (10) Business Days prior to the Closing DateRealty Subsidiary; (b) a copy Xxxx of Sale for the Acquired Assets in substantially the form attached hereto as Exhibit B, signed by a duly authorized officer of the charter, articles of incorporation or similar Organizational Documents, as applicable, of the Company and each of the Acquired Subsidiaries issued by the secretary of state of the state of organization or the applicable Regulatory Authority (in the case of the Bank) and dated not more than ten (10) Business Days prior to the Closing DateCompany; (c) a certificate of Tenant Estoppel Certificate for each Tenant Lease in substantially the Secretaryform attached hereto as Exhibit C, Assistant Secretary, Manager, or comparable officer of signed by the Company and Tenant for each Acquired Subsidiary dated the Closing Date certifying a copy of the bylaws or similar Organizational Document of the Company or Acquired Subsidiary and stating that there have been no further amendments to the charter, articles of incorporation or similar Organizational Document, as applicable, of the Company or Acquired Subsidiary delivered pursuant to this Section 2.6Tenant Lease; (d) a certificate of the Secretary title insurance policies or any Assistant Secretary of the Company certifying irrevocable commitment to issue such policies, as of the Closing Date: (i) copies of resolutions of the board of directors and the shareholders of the Company approving this Agreement and the consummation of any of the Contemplated Transactions for which their approval is required; and (ii) a list of the shareholders of the Company with the number of shares of Company Preferred Stock and/or Company Common Stock owned by each and the number(s) on the Certificate(s) issued referred to eachin Section 5.7(b); (e) a certificate executed by the President of the Company dated the Closing Date stating that: (i) all of the representations and warranties of the Company set forth in this Agreement are true and correct in all material respects with the same force and effect as if all of such representations and warranties were made at written resignations, effective the Closing Date; , executed by each officer and (ii) the Company has performed or complied in all material respects with all director of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date; provided, however, that to the extent any representations and warranties, or performance and compliance with any covenants and obligations, are subject in this Agreement to a standard of materiality, such representations and warranties shall be true and correct in all respects, Bank and the Company shall have performed and complied in all respects with such covenants and obligationsRealty Subsidiary, in each case to the extent of the materiality standard set forth hereinas may be requested by Acquiror; (f) a certificate properly completed and executed by the President of the Company dated the Closing Date stating that: (i) all intercompany assets and liabilities owing to or by the Company or any Acquired Subsidiary with respect to the Hallmark Group (including any guarantees of the indebtedness of the Hallmark Group provided by the Company or any Acquired Subsidiary) have been settled in full as of the Effective Time; and (ii) there are no outstanding loans or other amounts owing to or by the Company to any director or shareholder of IRS Form W-9 from the Company; (g) a certificate executed by the President signed on behalf of the Company dated the Closing Date stating that all fees and expenses of the Company’s legal counsel, accountants and financial advisor or investment banker, if any, incurred or reasonably expected to be incurred by the Company and Acquired Subsidiaries in connection with the Contemplated Transactions prior to and including the Effective Time, including all an executive officer of the Company Transaction Expenses for which certifying as to the Company is liable, have as of the Closing Date been paid or accrued matters set forth in fullSections 8.1 and 8.2; (h) an assignment and assumption agreement or supplemental indenture, in a form satisfactory to the Trustee trustee and Acquiror, to effectuate the TruPS Assumption, assigning all of the Company’s covenants, agreements and obligations under the Trust Debentures to Acquiror (the “Supplemental Indenture”), signed by a duly authorized officer of the Company, and any and all other documentation and consents required by the Trustee, in a form satisfactory trustee to effect the Trustee and Acquiror, to effectuate the TRUPS TruPS Assumption; (i) a lease (the “Clayton Lease”) relating to the approximately 26,073 square feet of space at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (representing the portion of the building currently occupied by the Bank and LFC), and which shall include principal building naming and signage rights, in substantially the form attached hereto as Exhibit C, permitting the use of such property by Acquiror or Acquiror Bank, signed by a duly authorized officer of Heartland Place, L.L.C., the owner of the property; (j) a lease (the “Xxxxx Xxxxx Lease”) relating to the Bank’s branch office located at 00000 Xxxxxxx Xxxx, Town & Country, Missouri, permitting the use of such property by Acquiror or Acquiror Bank, in substantially the form attached hereto as Exhibit D, signed by a duly authorized officer of Xxxxx Xxxxx Village, LLC, the owner of the property (k) the written resignations of each of such directors and officers of the Company and any Acquired Subsidiary as may be requested by Acquiror no later than ten (10) Business Days prior to the Closing, other than: (i) the resignations of Xxxxxx X. Love, Xxxxxxxx X. Xxxxxxxx and Xxxx Xxxxxxxx as directors of LFC; and (ii) the resignations of Xxxxxx X. Love, Xxxxxxxx X. Xxxxxxxx and Xxxxx Xxxxx as directors of Heartland Business Credit Corporation; (l) a list of all of the Company’s shareholders who the Company reasonably believes are Eligible Shareholders; (m) a Confidential Investor Questionnaire, in substantially the form attached hereto as Exhibit E, signed by each Eligible Shareholder, demonstrating to the reasonable satisfaction of Acquiror that each such Eligible Shareholder is an Accredited Investor; (n) evidence of the termination of any and all sponsor bank or other similar agreements between Heartland Payment Systems (“HPS”) and the Bank, as described in Section 6.20; (o) copies of resolutions of the board of directors stockholders of the Company and the Bank Company Board authorizing and approving the consummation of the Bank Merger this Agreement and the merger agreement to effect the Bank Merger, as described in Section 8.3transactions contemplated herein, certified as of the Closing Date by the Secretary, Secretary or any Assistant Secretary or comparable officer of the Company and the Bank; (p) legal opinions, dated the Closing Date, of counsel to the Company, Acquired Bank and certain shareholders of the Company, in the forms attached to this Agreement as Exhibit F-1, Exhibit F-2 and Exhibit F-3; and (qj) such other documents as Acquiror or its counsel shall reasonably request. All of such items shall be reasonably satisfactory in form and substance to Acquiror and its counsel.

The Company’s Deliveries at Closing. At or before the Closing, the Company shall deliver, or cause deliver to be delivered, to Acquiror Purchaser all of the following itemsfollowing: (ai) a good standing certificate for the Company and each certified copies of the Acquired Subsidiaries issued resolutions duly adopted by the secretary of state of the state of organization or the applicable Regulatory Authority (in the case of the Bank) dated not more than ten (10) Business Days prior to the Closing Date; (b) a copy of the charter, articles of incorporation or similar Organizational Documents, as applicable, of the Company and each of the Acquired Subsidiaries issued by the secretary of state of the state of organization or the applicable Regulatory Authority (in the case of the Bank) and dated not more than ten (10) Business Days prior to the Closing Date; (c) a certificate of the Secretary, Assistant Secretary, Manager, or comparable officer of the Company and each Acquired Subsidiary dated the Closing Date certifying a copy of the bylaws or similar Organizational Document of the Company or Acquired Subsidiary and stating that there have been no further amendments to the charter, articles of incorporation or similar Organizational Document, as applicable, of the Company or Acquired Subsidiary delivered pursuant to this Section 2.6; (d) a certificate of the Secretary or any Assistant Secretary of the Company certifying as of the Closing Date: (i) copies of resolutions of the board of directors and the shareholders (including all of the non-employee directors) of Company approving authorizing (a) the performance of this Agreement, the Stockholders Agreement and the Stock Purchase Warrant by the Company, and (b) the consummation of any of all transactions contemplated by this Agreement, the Contemplated Transactions for which their approval is required; and (ii) a list of the shareholders of the Company with the number of shares of Company Preferred Stock and/or Company Common Stock owned by each Stockholders Agreement and the number(s) on the Certificate(s) issued to each; (e) a certificate executed Stock Purchase Warrant by the President of the Company dated the Closing Date stating that: (i) all of the representations and warranties of the Company set forth in this Agreement are true and correct in all material respects with the same force and effect as if all of such representations and warranties were made at the Closing Date; and (ii) the Company has performed or complied in all material respects with all of the covenants and obligations to be performed or complied with by it under the terms of this Agreement on or prior to the Closing Date; provided, however, that to the extent any representations and warranties, or performance and compliance with any covenants and obligations, are subject in this Agreement to a standard of materiality, such representations and warranties shall be true and correct in all respects, and the Company shall have performed and complied in all respects with such covenants and obligations, in each case to the extent of the materiality standard set forth herein; (f) a certificate executed by the President of the Company dated the Closing Date stating that: (i) all intercompany assets and liabilities owing to or by the Company or any Acquired Subsidiary with respect to the Hallmark Group (including any guarantees of the indebtedness of the Hallmark Group provided by the Company or any Acquired Subsidiary) have been settled in full as of the Effective Time; and (ii) there are no outstanding loans or other amounts owing to or by the Company to any director or shareholder of the Company; (gii) a certificate executed by certified copy of the President Certificate of Incorporation of the Company dated (the Closing Date stating that all fees and expenses "Charter") as in effect at the Closing, a certified copy of the Company’s legal counsel, accountants and financial advisor or investment banker, if any, incurred or reasonably expected to be incurred by the Company and Acquired Subsidiaries in connection with the Contemplated Transactions prior to and including the Effective Time, including all by-laws of the Company Transaction Expenses for as in effect at the Closing (as amended as set forth in Exhibit 2A(ii) attached hereto, the 5 "By-Laws") and a certificate of good standing of the Company from each jurisdiction in which the Company is liable, have qualified to do business as a domestic or foreign corporation dated within 5 days of the Closing Date been paid or accrued in fullClosing; (hiii) a certified copy of the certificate of incorporation of each domestic Subsidiary as in effect at the Closing, a certified copy of the by-laws of each domestic subsidiary as in effect at the Closing and a certificate of good standing of each domestic Subsidiary from each jurisdiction in which such domestic Subsidiary is qualified to do business as a domestic corporation dated within 5 days of the Closing; (iv) a legal opinion from Alstxx & Xird, L.L.P. as to the matters set forth in Exhibit 2A(iv) attached hereto; (v) a legal opinion from Geltxxx & Xssociates, P.C. as to the matters set forth in Exhibit 2A(v) attached hereto with respect to J.A.P. Investment Group, Inc.; (vi) an assignment and assumption agreement or supplemental indenture, in a form satisfactory to the Trustee and Acquiror, assigning all executed copy of the Company’s covenants, agreements and obligations under the Trust Debentures to Acquiror (the “Supplemental Indenture”), signed by a duly authorized officer of the Company, and any this Agreement and all other documentation and consents required by related agreements, documents or certificates to which the Trustee, in Company is a form satisfactory to the Trustee and Acquiror, to effectuate the TRUPS Assumptionparty; (ivii) a lease (the “Clayton Lease”) relating an executed copy of an amendment to the approximately 26,073 square feet of space at 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (representing the portion of the building currently occupied by the Bank and LFC), and which shall include principal building naming and signage rights, Company's 1998 Long-Term Incentive Plan in substantially the form set forth in Exhibit 2A(vii) attached hereto as Exhibit C, permitting the use of such property by Acquiror or Acquiror Bank, signed by a duly authorized officer of Heartland Place, L.L.C., the owner of the propertyhereto; (jviii) a lease stock certificates for the Shares registered in Purchaser's name; (the “Xxxxx Xxxxx Lease”ix) relating to the Bank’s branch office located at 00000 Xxxxxxx Xxxx, Town & Country, Missouri, permitting the use of such property by Acquiror or Acquiror Bank, in substantially the form attached hereto as Exhibit D, signed by a duly authorized officer of Xxxxx Xxxxx Village, LLC, the owner certified copies of the property (k) resolutions duly adopted by the written resignations board of each directors of such directors and officers Company electing Dr. Xxxx X. Stern as a "Class I" director of the Company and any Acquired Subsidiary as may be requested by Acquiror no later than ten (10) Business Days prior to the Closing, other than: (i) the resignations of Xxxxxx X. Love, Xxxxxxxx X. Xxxxxxxx and Xxxx Xxxxxxxx as directors of LFC; and (ii) the resignations of Xxxxxx X. Love, Xxxxxxxx X. Xxxxxxxx and Xxxxx Xxxxx as directors of Heartland Business Credit Corporation; (l) a list of all member of the Company’s shareholders who the Company reasonably believes are Eligible Shareholders; (m) a Confidential Investor Questionnaire, in substantially the form attached hereto as Exhibit E, signed by each Eligible Shareholder, demonstrating to the reasonable satisfaction of Acquiror that each such Eligible Shareholder is an Accredited Investor; (n) evidence of the termination of any and all sponsor bank or other similar agreements between Heartland Payment Systems (“HPS”) and the Bank, as described in Section 6.20; (o) copies of resolutions Compensation Committee of the board of directors of the Company and the Bank authorizing and approving the consummation Company; (x) certified copies of the Bank Merger and the merger agreement to effect the Bank Merger, as described in Section 8.3, certified as of the Closing Date resolutions duly adopted by the Secretary, Assistant Secretary or comparable officer board of directors of the Company and electing Carl X. Xxxxxxxxxx x xember of the BankStock Incentive Committee of the board of directors of the Company; (pxi) legal opinionscertified copies of the resolutions duly adopted by the board of directors or stockholders, dated the Closing Dateas appropriate, of counsel to each domestic Subsidiary electing Carl X. Xxxxxxxxxx xx the board of directors of each such domestic Subsidiary; (xii) a certificate from First Union National Bank Corporate Trust, as transfer agent for the Company, Acquired Bank and certain shareholders stating the number of the Company, in the forms attached to this Agreement as Exhibit F-1, Exhibit F-2 and Exhibit F-3outstanding shares of Common Stock; and (qxiii) such other documents a certificate from First Union National Bank Corporate Trust, as Acquiror or its counsel transfer agent for the Company, stating that (A) it shall reasonably request. All place as of such items shall be reasonably satisfactory in form and substance to Acquiror and its counsel.the date hereof a restriction on transfer on all Common Stock owned by any of Brucx X. Xxxxx, Xxvix X.