Pennsylvania Sample Contracts

KLX Energy Services Holdings, Inc. – Form of Amended and Restated Employment Agreement (August 15th, 2018)

This Amended and Restated Employment Agreement (this Agreement) is entered as of [*], 2018, by and between KLX Energy Services Holdings, Inc., a Delaware corporation (the Company), and Gary J. Roberts (the Executive).

Prudential Bancorp, Inc. – AMENDMENT NO. 2 to the PRUDENTIAL BANCORP, INC. PRUDENTIAL BANK EMPLOYMENT AGREEMENT (August 15th, 2018)

THIS AMENDMENT NO. 2 (the "Amendment") to the Employment Agreement by and among Prudential Bank, a Pennsylvania-chartered, stock-form savings bank previously known as "Prudential Savings Bank" (the "Bank"), and Prudential Bancorp, Inc., a Pennsylvania corporation (the "Company" and collectively with the Bank, the "Employers"), and Anthony V. Migliorino (the "Executive") dated December 19, 2016 (the "Agreement"), as amended, is hereby effective as of August 15, 2018.

News Corp – FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938) in Its Own Capacity as Guaranteed By: SKY CABLE PTY LIMITED (ABN 14 069 799 640) TELSTRA MEDIA PTY LIMITED (ABN 72 069 279 027) FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938) in Its Capacity as Agent for the Partners as a Partnership Carrying on the Business of the FOXTEL Partnership and as Agent for the FOXTEL Television Partnership and the FOXTEL GROUP MEMBER GUARANTORS U.S.$180,000,000 5.04% Series a Guaranteed Senior Secured Notes Due 2014 5.83% Series B Guaranteed Senior Secured Notes Due 2016 6.20% Series C Guaranteed Senior Secured (August 15th, 2018)
BioNano Genomics, Inc – FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT August 5, 2016 (August 15th, 2018)

This will confirm that in consideration of the Series D-1 Investors agreement on the date hereof to purchase shares of Series D-1 Convertible Participating Preferred Stock, par value $0.0001 per share (the Series D-1 Preferred Stock), of BioNano Genomics, Inc., a Delaware corporation and successor to BioNanomatrix, LLC (the Company), pursuant to the Series D-1 Convertible Participating Preferred Stock Purchase Agreement of even date herewith (as the same may be amended from time to time, the Purchase Agreement) between the Company and the Series D-1 Investors and as an inducement to the Series D-1 Investors to consummate the transactions contemplated by the Purchase Agreement, the Company, the Series D-1 Investors and the other signatories hereto hereby agree as follows:

OptiNose, Inc. – Indemnification Agreement (August 14th, 2018)

This Indemnification Agreement (this "Agreement") is made as of __________, 201___ by and between OptiNose, Inc., a Delaware corporation (the "Corporation"), in its own name and on behalf of its direct and indirect subsidiaries, and __________________, an individual ("Indemnitee"). This Agreement supersedes and replaces any and all previous Agreements between the Corporation and Indemnitee covering the subject matter of this Agreement.

IntriCon Corporation – Intricon Corporation Equity Purchase Agreement (August 14th, 2018)

This EQUITY PURCHASE AGREEMENT (this "Agreement") is dated as of August 10, 2018 by and among IntriCon Corporation, a Pennsylvania corporation (the "Company"), and the shareholders of the Company listed on Schedule I to this Agreement (each a "Holder" and collectively, the "Holders").

Lincoln Life & Annuity Variable Annuity Account H – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 23 to the 1933 Act Registration Statement (Form N-4 No. 333-171097) and Amendment No. 351 to the 1940 Act Registration Statement (Form N-4 No. 811-08441), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln Life & Annuity Variable Annuity Account H for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Dcp Midstream Partners Lp – Table of Contents (August 14th, 2018)
Lincoln Life & Annuity Variable Annuity Account H – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 15 to the 1933 Act Registration Statement (Form N-4 No. 333-176216) and Amendment No. 346 to the 1940 Act Registration Statement (Form N-4 No. 811-08441), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln Life & Annuity Variable Annuity Account H for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Lincoln Life Variable Annuity Account N – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 7 to the 1933 Act Registration Statement (Form N-4 No. 333-214143) and Amendment No. 622 to the 1940 Act Registration Statement (Form N-4 No. 811-08517), and to the use therein of our reports dated (a) March 13, 2018, with respect to the consolidated financial statements of The Lincoln National Life Insurance Company and (b) April 11, 2018, with respect to the financial statements of Lincoln Life Variable Annuity Account N for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

1347 Capital Corp – Fifth Amendment to Credit Agreement and Limited Waiver (August 14th, 2018)

This Fifth Amendment to Credit Agreement and Limited Waiver (herein, this "Amendment") is entered into as of August 13, 2018 (the "Fifth Amendment Effective Date"), by and among Limbach Facility Services LLC, a Delaware limited liability company (the "Borrower"), Limbach Holdings LLC, a Delaware limited liability company (the "Parent"), the other Guarantors party hereto, the Lenders party hereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer.

Lincoln Life & Annuity Variable Annuity Account H – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 4 to the 1933 Act Registration Statement (Form N-4 No. 333-214112) and Amendment No. 345 to the 1940 Act Registration Statement (Form N-4 No. 811-08441), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln Life & Annuity Variable Annuity Account H for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Lincoln Life & Annuity Variable Annuity Account H – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 34 to the 1933 Act Registration Statement (Form N-4 No. 333-141758) and Amendment No. 348 to the 1940 Act Registration Statement (Form N-4 No. 811-08441), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln Life & Annuity Variable Annuity Account H for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

FS Investment Corp III – SENIOR SECURED REVOLVING CREDIT AGREEMENT Dated as of August 9, 2018 Among CORPORATE CAPITAL TRUST, INC., FS INVESTMENT CORPORATION, FS INVESTMENT CORPORATION II, and FS INVESTMENT CORPORATION III, as Borrowers, the LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A. As Administrative Agent ING CAPITAL LLC, as Collateral Agent ING CAPITAL LLC, as Syndication Agent BANK OF MONTREAL and SUNTRUST BANK, as Documentation Agents JPMORGAN CHASE BANK, N.A., ING CAPITAL LLC, BMO CAPITAL MARKETS CORP. And SUNTRUST ROBINSON HUMPHREY INC., as Joint Bookrunners and Joint Lead Arrangers (August 14th, 2018)

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 9, 2018 (this "Agreement"), among CORPORATE CAPITAL TRUST, INC., FS INVESTMENT CORPORATION, FS INVESTMENT CORPORATION II, FS INVESTMENT CORPORATION III, each other Person designated as a "Borrower" hereunder pursuant to Section 9.19, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and ING CAPITAL LLC, as Collateral Agent.

FS Investment Corp II – SENIOR SECURED REVOLVING CREDIT AGREEMENT Dated as of August 9, 2018 Among CORPORATE CAPITAL TRUST, INC., FS INVESTMENT CORPORATION, FS INVESTMENT CORPORATION II, and FS INVESTMENT CORPORATION III, as Borrowers, the LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A. As Administrative Agent ING CAPITAL LLC, as Collateral Agent ING CAPITAL LLC, as Syndication Agent BANK OF MONTREAL and SUNTRUST BANK, as Documentation Agents JPMORGAN CHASE BANK, N.A., ING CAPITAL LLC, BMO CAPITAL MARKETS CORP. And SUNTRUST ROBINSON HUMPHREY INC., as Joint Bookrunners and Joint Lead Arrangers (August 14th, 2018)

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 9, 2018 (this "Agreement"), among CORPORATE CAPITAL TRUST, INC., FS INVESTMENT CORPORATION, FS INVESTMENT CORPORATION II, FS INVESTMENT CORPORATION III, each other Person designated as a "Borrower" hereunder pursuant to Section 9.19, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and ING CAPITAL LLC, as Collateral Agent.

Lincoln Life & Annuity Variable Annuity Account H – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 32 to the 1933 Act Registration Statement (Form N-4 No. 333-141756) and Amendment No. 347 to the 1940 Act Registration Statement (Form N-4 No. 811-08441), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln Life & Annuity Variable Annuity Account H for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Lincoln New York Account N For Variable Annuities – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 36 to the 1933 Act Registration Statement (Form N-4 No. 333-145531) and Amendment No. 441 to the 1940 Act Registration Statement (Form N-4 No. 811-09763), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln New York Account N for Variable Annuities for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Lincoln New York Account N For Variable Annuities – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 10 to the 1933 Act Registration Statement (Form N-4 No. 333-193276) and Amendment No. 440 to the 1940 Act Registration Statement (Form N-4 No. 811-09763), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln New York Account N for Variable Annuities for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Onconova Therapeutics Inc. – Amended and Restated Employment Agreement (August 14th, 2018)

This Amended and Restated Employment Agreement (the Agreement) is effective as of June 19, 2018 (the Effective Date) between Onconova Therapeutics, Inc., a Delaware corporation (the Company) and Steven Fruchtman, M.D. (Employee).

Lincoln New York Account N For Variable Annuities – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 34 to the 1933 Act Registration Statement (Form N-4 No. 333-141757) and Amendment No. 444 to the 1940 Act Registration Statement (Form N-4 No. 811-09763), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln New York Account N for Variable Annuities for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Tsr – Maintenance of Confidence and Non-Compete Agreement (August 14th, 2018)

WHEREAS, pursuant to the terms of a separate amended and restated employment agreement between the Employee and the Corporation dated as of the Effective Date (the "2018 Employment Agreement"), the Corporation has agreed to continue to employ the Employee, and the Employee has agreed to continue to be employed by the Corporation, on the terms and conditions therein set forth,

Lincoln New York Account N For Variable Annuities – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 18 to the 1933 Act Registration Statement (Form N-4 No. 333-186895) and Amendment No. 450 to the 1940 Act Registration Statement (Form N-4 No. 811-09763), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln New York Account N for Variable Annuities for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Lincoln Life & Annuity Variable Annuity Account H – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 32 to the 1933 Act Registration Statement (Form N-4 No. 333-141766) and Amendment No. 350 to the 1940 Act Registration Statement (Form N-4 No. 811-08441), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln Life & Annuity Variable Annuity Account H for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Lincoln New York Account N For Variable Annuities – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 17 to the 1933 Act Registration Statement (Form N-4 No. 333-176213) and Amendment No. 448 to the 1940 Act Registration Statement (Form N-4 No. 811-09763), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln New York Account N for Variable Annuities for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Lincoln New York Account N For Variable Annuities – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 21 to the 1933 Act Registration Statement (Form N-4 No. 333-171096) and Amendment No. 447 to the 1940 Act Registration Statement (Form N-4 No. 811-09763), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln New York Account N for Variable Annuities for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Lincoln New York Account N For Variable Annuities – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 20 to the 1933 Act Registration Statement (Form N-4 No. 333-181616) and Amendment No. 449 to the 1940 Act Registration Statement (Form N-4 No. 811-09763), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln New York Account N for Variable Annuities for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

American Realty Capital New York City REIT, Inc. – Guaranty of Recourse Obligations (August 14th, 2018)

This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty"), dated as of April 13, 2018, made by and among NEW YORK CITY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at 106 York Road, Jenkintown, Pennsylvania 19046 ("Guarantor"), in favor of SOCIETE GENERALE, having an address of 245 Park Avenue, New York, New York 10167 (together with its successors and assigns, hereinafter referred to as "Lender").

Lincoln New York Account N For Variable Annuities – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 23 to the 1933 Act Registration Statement (Form N-4 No. 333-149449) and Amendment No. 443 to the 1940 Act Registration Statement (Form N-4 No. 811-09763), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln New York Account N for Variable Annuities for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Lincoln New York Account N For Variable Annuities – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 32 to the 1933 Act Registration Statement (Form N-4 No. 333-141762) and Amendment No. 446 to the 1940 Act Registration Statement (Form N-4 No. 811-09763), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln New York Account N for Variable Annuities for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Lincoln New York Account N For Variable Annuities – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 4 to the 1933 Act Registration Statement (Form N-4 No. 333-214111) and Amendment No. 451 to the 1940 Act Registration Statement (Form N-4 No. 811-09763), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln New York Account N for Variable Annuities for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Lincoln Life & Annuity Variable Annuity Account H – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 35 to the 1933 Act Registration Statement (Form N-4 No. 333-141754) and Amendment No. 349 to the 1940 Act Registration Statement (Form N-4 No. 811-08441), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln Life & Annuity Variable Annuity Account H for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Lincoln Life & Annuity Variable Annuity Account H – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 15 to the 1933 Act Registration Statement (Form N-4 No. 333-181617) and Amendment No. 352 to the 1940 Act Registration Statement (Form N-4 No. 811-08441), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln Life & Annuity Variable Annuity Account H for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Lincoln Life Variable Annuity Account N – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 16 to the 1933 Act Registration Statement (Form N-4 No. 333-193272) and Amendment No. 623 to the 1940 Act Registration Statement (Form N-4 No. 811-08517), and to the use therein of our reports dated (a) March 13, 2018, with respect to the consolidated financial statements of The Lincoln National Life Insurance Company and (b) April 11, 2018, with respect to the financial statements of Lincoln Life Variable Annuity Account N for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Lincoln New York Account N For Variable Annuities – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 33 to the 1933 Act Registration Statement (Form N-4 No. 333-141759) and Amendment No. 445 to the 1940 Act Registration Statement (Form N-4 No. 811-09763), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln New York Account N for Variable Annuities for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.

Lincoln Life & Annuity Variable Annuity Account H – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (August 14th, 2018)

We consent to the reference to our firm under the caption "Independent Registered Public Accounting Firm" in Post-Effective Amendment No. 36 to the 1933 Act Registration Statement (Form N-4 No. 333-141763) and Amendment No. 344 to the 1940 Act Registration Statement (Form N-4 No. 811-08441), and to the use therein of our reports dated (a) April 2, 2018, with respect to the financial statements of Lincoln Life & Annuity Company of New York and (b) April 12, 2018, with respect to the financial statements of Lincoln Life & Annuity Variable Annuity Account H for the registration of interests in a separate account under individual flexible payment deferred variable annuity contracts.