0001047469-05-007998 Sample Contracts

HEARTLAND PAYMENT SYSTEMS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 29th, 2005 • Heartland Payment Systems Inc • Services-business services, nec • Delaware

INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , 2005 by and between Heartland Payment Systems, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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LEASE AGREEMENT BY AND BETWEEN BANK OF AMERICA, N.A., AS LANDLORD AND HEARTLAND PAYMENT SYSTEMS, INC., AS TENANT PREMISES: Princeton, New Jersey
Office Lease Agreement • March 29th, 2005 • Heartland Payment Systems Inc • Services-business services, nec

This Office Lease Agreement (“Lease”) is entered into as of September , 2004 by and between Bank of America, N.A., a national banking association, with an address at (“Landlord”), and Heartland Payment Systems, Inc., a Delaware corporation, with an address at 47 Hulfish Street, Suite 400, Princeton, NJ 08542 (“Tenant”). Landlord and Tenant, each intending to be legally bound, hereby mutually covenant and agree as follows:

MERCHANT PROCESSING AGREEMENT
First Amendment Agreement • March 29th, 2005 • Heartland Payment Systems Inc • Services-business services, nec • Ohio

This Merchant Processing Agreement, together with Schedules A and B attached hereto and incorporated herein (“Agreement”) is made and entered into this 1st day of, April, 2002 by and between KeyBank National Association, a national bank with its principal office located in Cleveland, Ohio (“KeyBank” ), and Heartland Payment Systems Inc. (“HPS”), a Delaware Corporation with its principal office located in Princeton, New Jersey.

VOTING AGREEMENT
Voting Agreement • March 29th, 2005 • Heartland Payment Systems Inc • Services-business services, nec • New York
WITHDRAWAL AND REDEMPTION AGREEMENT AMONG HEARTLAND PAYMENT SYSTEMS, LLC, TRIAD, LLC, HEARTLAND BANK, AND HEARTLAND CARD COMPANY Dated as of May 8, 2000
Withdrawal and Redemption Agreement • March 29th, 2005 • Heartland Payment Systems Inc • Services-business services, nec • New York

This Withdrawal and Redemption Agreement (the “Agreement”) is made and entered into as of this 8th day of May, 2000 by and among Heartland Payment Systems, L.L.C., a Missouri limited liability company (“HPS”), TRIAD, LLC, a New Jersey limited liability company (“Triad”), HEARTLAND CARD COMPANY, a Missouri corporation (“HCC”), and HEARTLAND BANK, a federal savings bank (“HB”).

FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 29th, 2005 • Heartland Payment Systems Inc • Services-business services, nec

THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into this 17th day of March, 2005, by and between FIRST STATES INVESTORS 5200, LLC, a Delaware limited liability company (the “Landlord”) and HEARTLAND PAYMENT SYSTEMS, INC., a Delaware corporation (the “Tenant”).

PROCESSING SERVICES AGREEMENT between VITAL PROCESSING SERVICES L.L.C. and HEARTLAND PAYMENT SYSTEMS, INC. dated APRIL 1, 2002
Processing Services Agreement • March 29th, 2005 • Heartland Payment Systems Inc • Services-business services, nec • Arizona

THIS AGREEMENT (“Agreement”) is made and entered into this 1st day of April 2002 by and between VITAL PROCESSING SERVICES L.L.C. (“VITAL”), of Tempe, AZ, and HEARTLAND PAYMENT SYSTEMS, INC. (“HEARTLAND”), a Delaware Corporation, and supersedes and replaces any pre-existing agreement between the parties.

AGREEMENT OF MERGER
Agreement of Merger • March 29th, 2005 • Heartland Payment Systems Inc • Services-business services, nec

This Agreement of Merger, dated as of the 14th day of June, 2004, is made and entered into by and between Heartland Payment Systems, Inc., a Delaware corporation (the “Corporation”), and Credit Card Software Systems, Inc., a North Carolina corporation and wholly-owned subsidiary of the Corporation (“CCSS”).

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