Amended and restated agreement clause samples

(b)DEATH BENEFIT. The Company shall maintain term life insurance on the life of Executive such that the aggregate death benefit under existing and new policies held by the Company totals $5,000,000; such insurance shall be obtained under one or more policies from insurers reasonably acceptable to Executive; provided, however, the Company shall in no event be obligated to premiums in excess of 200% of the premiums in effect as of the effective date of this Amended and Restated Agreement. As long as Executive is employed by the Company, (i)the Company shall pay the applicable premiums on the policy (or policies) and shall maintain the policy (or policies) in full force and effect, and (ii)Executive shall have the exclusive right to designate the beneficiary under such policy (or policies). The Company shall assign the policy (or policies) to Executive, without any cost to Executive, effective immediately after Executive ceases to be an employee of the Company, regardless of the reason for Executive’s termination of employment; provided that the Executive shall be responsible for any premiums accruing following his final date of employment. The Company shall not pledge or otherwise encumber the policy (or policies) at any time.

(i)PROFESSIONAL SERVICES. During the term of this Amended and Restated Agreement, the Company shall reimburse Executive for his out-of-pocket costs incurred in connection with the retention of professionals by Executive to provide Executive with income tax, estate planning, and investment advisory services. The maximum amount of reimbursable expenses for such purposes shall be $5,000 for each calendar year during the term of this Amended and Restated Agreement. The amount that is not used each calendar year shall be forfeited and shall not carry over to be used in any subsequent year. The Company shall reimburse Executive for such costs promptly after Executive submits an invoice to Company. In order to preserve Executive’s rights to confidentiality, Executive may satisfy the requirement of submitting an invoice by providing the Company with a copy of the facing page of the invoice showing the fees and expenses for the services rendered and the general nature of the services rendered but without any detail concerning the substance of the services rendered.

2.5PAYMENT OF EXCISE TAXES. If any payment received by Executive under this Amended and Restated Agreement, as a result of or following any termination of employment under this Amended and Restated Agreement, is subject to the excise tax imposed by Section4999 of the Internal Revenue Code of 1986 (as amended from time to time, the “Code”), or any successor or similar provision of the Code (the “Excise Tax”), the Company shall pay Executive an additional cash amount (the “Gross Up”) such that the net after-tax amount received by Executive under this Amended and Restated Agreement is the same as if the Excise Tax had not applied to any payments made under this Amended and Restated Agreement. The Company shall pay such amounts promptly after the calculation referred to in Section2.6 has been made, subject, however, to the six month delay of payment described in Section6.10, but no later than December31 of the year following the year in which the Executive remits the related taxes.

6.5SEVERABILITY. The covenants and agreements contained in this Amended and Restated Agreement are separate and severable and the invalidity or unenforceability of any one or more of such covenants or agreements, if not material to the employment arrangement that is the basis for this Amended and Restated Agreement, shall not affect the validity or enforceability of any other covenant or agreement contained in this Amended and Restated Agreement. If, in any judicial proceeding, a court shall refuse to enforce one or more of the covenants or agreements contained in this Amended and Restated Agreement because the duration thereof is too long, or the scope thereof is too broad, it is expressly agreed between the parties to this Amended and Restated Agreement that such duration or scope shall be deemed reduced to the extent necessary to permit the enforcement of such covenants or agreements.

1.1 “Affiliate” shall mean any corporation or other entity which controls, is controlled by, or is under common control with a Party to this Amended and Restated Agreement. A corporation or other entity shall be regarded as in control of or controlled by another corporation or entity if it owns or directly or indirectly controls more than fifty percent (50%)of the voting stock or other ownership interest of the other corporation or entity, or if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the corporation or other entity or the power to elect or appoint fifty percent (50%)or more of the members of the governing body of the corporation or other entity. For the purposes of this Amended and Restated Agreement, any Affiliate of a Party during the pendency of the Prior Agreement shall be deemed to be an Affiliate hereunder.

3.3.3 Sublicense Terms. LLS shall include in each sublicense granted by it pursuant to this Amended and Restated Agreement a provision requiring the sublicensee to make reports to LLS, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Cortex’s independent accountant to the same extent required of LLS under this Amended and Restated Agreement. Upon the expiration of [***] ([***]) years following the end of any calendar year, the calculation of royalties payable with respect to such year shall be binding and conclusive upon Cortex; and LLS and its sublicensees shall be released from any liability or accountability with respect to royalties for such year.

5.1 Authorization. Each Party represents and warrants to the other that it has the legal right and power to enter into this Amended and Restated Agreement, to extend the rights and licenses granted or to be granted to the other in this Amended and Restated Agreement, and to fully perform its obligations hereunder, and that it has not made nor will it make any commitments to others in conflict with or in derogation of such rights or this Amended and Restated Agreement. Except as otherwise disclosed, each Party further represents to the other that it is not aware of any legal obstacles, including, patent rights of others, which could prevent it from carrying out its obligations under this Amended and Restated Agreement. The execution, delivery and performance of this Amended and Restated Agreement by and compliance with the terms of this Amended and Restated Agreement by either Party does not and will not conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or to increased, additional or accelerated rights or entitlements of any Third Party under, any provision of (1)any formation, organizational or governance documents of a Party; (2)any material contract to which a Party is party or (3)any judgment or applicable law.

7.1 Expiration of this Amended and Restated Agreement. Unless terminated earlier pursuant to Article 7.2, this Amended and Restated Agreement shall expire and the sublicenses granted by Cortex to LLS shall become fully paid on a country-by-country basis upon the expiration of the last Valid Claim included in the University Licenses in such country.

8.9 Entire Agreement. This Amended and Restated Agreement, together with the Schedules hereto between the Parties contains the entire understanding of the Parties with respect to the subject matter hereof, and supersedes the Prior Agreement, which the Parties agree is hereby terminated and of no further force and effect (other than the provisions of such agreement which by its terms survive termination). In the event of any conflict or inconsistency between any provision of any Schedules hereto and any provision of this Amended and Restated Agreement, the provisions of this Amended and Restated Agreement shall prevail. All express or implied agreements and understandings, either oral or written, heretofore made are expressly merged in and made a part of this Amended and Restated Agreement. This Amended and Restated Agreement may be amended, or any term hereof modified, only by a written instrument duly executed by both Parties hereto.

7.11. Foreign Tax Reclamation. Custodian shall use reasonable efforts to obtain refunds of taxes withheld on Foreign Securities or the income thereof that are available under applicable tax laws, treaties and regulations subject to Principal's provision of all documentation and certifications as required by U.S. and foreign tax authorities to establish the eligibility of Principal for tax reclamation under applicable law or treaty. Principal hereby agrees to indemnify and hold harmless Custodian and its agents in respect to any liability arising from any underwithholding or underpayment of any tax which results from the inaccuracy or invalidity of any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of Principal, its successor and assignees, notwithstanding the termination of this Amended and Restated Agreement. Custodian is authorized to disclose any information required by any such tax or other governmental authority in relation to processing any claim for exemption from or reduction or refund of any taxes relating to the Principal’s transactions and holdings.

16.1 or of any other provision of this Amended and Restated Agreement, Custodian shall not be liable so long as and to the extent that it exercises reasonable care, for any defect in the title, validity or genuineness of any Property in the evidence of title thereto received by it or delivered by it pursuant to this Amended and Restated Agreement. In addition, Custodian (i) shall not be required to maintain any special insurance for the benefit of Principal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall not be liable to Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets.

7.11. Foreign Tax Reclamation. Custodian shall use reasonable efforts to obtain refunds of taxes withheld on Foreign Securities or the income thereof that are available under applicable tax laws, treaties and regulations subject to Principal's provision of all documentation and certifications as required by U.S. and foreign tax authorities to establish the eligibility of Principal for tax reclamation under applicable law or treaty. Principal hereby agrees to indemnify and hold harmless Custodian and its agents in respect to any liability arising from any underwithholding or underpayment of any tax which results from the inaccuracy or invalidity of any such forms or other documentation, and such obligation to indemnify shall be a continuing obligation of Principal, its successor and assignees, notwithstanding the termination of this Amended and Restated Agreement. Custodian is authorized to disclose any information required by any such tax or other governmental authority in relation to processing any claim for exemption from or reduction or refund of any taxes relating to the Principal’s transactions and holdings.

16.3. Insurance and Force Majeure. Without limiting the generality of Paragraph 16.1 or of any other provision of this Amended and Restated Agreement, Custodian shall not be liable so long as and to the extent that it exercises reasonable care, for any defect in the title, validity or genuineness of any Property in the evidence of title thereto received by it or delivered by it pursuant to this Amended and Restated Agreement. In addition, Custodian (i) shall not be required to maintain any special insurance for the benefit of Principal, and (ii) shall not be liable or responsible for any loss, damage, expense, failure to perform or delay caused by accidents, strikes, fire, flood, war, riot, electrical or mechanical or communication line or facility failures, acts of third parties (including without limitation any messenger, telephone or delivery service), acts of God, war, government action, civil commotion, fire, earthquake, or other casualty or disaster or any other cause or causes which are beyond Custodian’s reasonable control. However, Custodian shall use reasonable efforts to replace Securities lost or damaged due to such causes with securities of the same class and issue with all rights and privileges pertaining thereto. Custodian shall be liable to Principal for any loss which shall occur as the result of the failure of a Sub-Custodian to exercise reasonable care with respect to the safekeeping of assets to the same extent that Custodian would be liable to Principal if Custodian were holding such securities and cash in its own premises.

In addition, either Party may terminate this Amended and Restated Agreement and the Account upon ninety (90) days' written notice (including with respect to a just subset of Funds under this Agreement). Upon such termination and within ninety (90) days from the date of the written termination notice, both parties agree to cooperate to ensure an orderly transition of services to a successor custodian, the Principal, or as otherwise instructed by Principal. Custodian shall deliver or cause to be delivered the Property, less any amounts due and owing to Custodian under this Amended and Restated Agreement. Custodian shall have reasonable time to transfer Non-Custody Assets. If a successor custodian has not accepted an appointment by the effective termination date of the Account, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Act of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all Securities held by the Custodian on behalf of Principal and all instruments held by the Custodian relative thereto held by it under this Agreement on behalf of Principal, and to transfer to an account of such successor custodian all of the Securities held in an Account. Thereafter, such bank or trust company shall be the successor of the Custodian under this Amended and Restated Agreement.Upon completion of such delivery, Custodian shall be discharged of any further liability or responsibility with respect to the Securities and any Non-Custody Asset so delivered. In the event that Securities, Non-Custody Assets or other properties remain in the possession of Custodian after the date of termination hereof owing to failure of Principal to provide proper instructions, Custodian shall be entitled to fair compensation for its services during such period as Custodian retains possession of such securities, funds, Non-Custody Assets, and other properties and the provisions of this Amended and Restated Agreement relating to the duties and obligations of Custodian shall remain in full force and effect. Costs associated with transferring Property including Non-Custody Assets shall be charged to the Account(s) based on Custodian’s active fee schedule.

In addition, either party may terminate this Amended and Restated Agreement and the Account upon ninety (90) days' written notice. Upon such termination and within ninety (90) days from the date of the written termination notice, both parties agree to cooperate to ensure an orderly transition of services to a successor custodian, the Principal, or as otherwise instructed by Principal. Custodian shall deliver or cause to be delivered the Property, less any amounts due and owing to Custodian under this Amended and Restated Agreement. Custodian shall have reasonable time to transfer Non-Custody Assets. If a successor custodian has not accepted an appointment by the effective termination date of the Account, Custodian may petition a court of competent jurisdiction unless an extension is agreed to in writing by both parties. Expenses related to such court filing shall be reimbursed by Principal and further subject to the provisions of Subparagraph 10.2.

In addition, either party may terminate this Amended and Restated Agreement and the Account upon ninety (90) days' written notice. Upon such termination and within ninety (90) days from the date of the written termination notice, both parties agree to cooperate to ensure an orderly transition of services to a successor custodian, the Principal, or as otherwise instructed by Principal. Custodian shall deliver or cause to be delivered the Property, less any amounts due and owing to Custodian under this Amended and Restated Agreement. Custodian shall have reasonable time to transfer Non-Custody Assets. If a successor custodian has not accepted an appointment by the effective termination date of the Account, Custodian may petition a court of competent jurisdiction unless an extension is agreed to in writing by both parties. Expenses related to such court filing shall be reimbursed by Principal and further subject to the provisions of Subparagraph 19.2.

The third amended and restated agreement contemplates that, as stated in the May 31, 2016 Earning Agreements, Nation has agreed to issue to Paltar, from the Company’s treasury 900,000,000 common shares at an agreed value of $0.03 and one-third cent per share as consideration for the other transactions described in the third amended and restated agreement. All of Nation Energy’s common shares to be issued pursuant to the third amended and restated agreement are to be held in escrow for at least three years. The escrow agent is to be a newly-formed Delaware limited liability company with a board of four managers. David Siegel, and John Hislop are each currently a director of the Company; each have certain rights to appoint managers to the escrow agent’s board of managers, as more specifically set forth in the third amended and restated agreement. Marc Bruner also has rights to appoint managers to the escrow agent’s board of managers, as more specifically set forth in the third amended and restated agreement. Each of Messrs. Siegel and Bruner currently own Paltar equity, while Mr. Hislop has the right to acquire Paltar equity. A fourth director of the Company, who has yet to be identified and appointed and who will not own any Paltar equity, is to serve as the fourth manager of the escrow agent’s board of managers. Each of the four managers will hold one vote and Mr. Bruner, or the manager elected by the board of managers in the event Mr. Bruner no longer serves on the board of managers, will hold a tie-breaking vote in the event of deadlock.