Partial Unenforceability Clause Samples

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.

Partial Unenforceability. If any section, subsection, clause, or provision of this Agreement is for any reason determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other section, subsection, clause, or provision hereof.

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Monroe Capital Corporation By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President and Chief Executive Officer Monroe Capital BDC Advisors, LLC By: Monroe Management Holdco, LLC, its sole member By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer Monroe Capital Management Advisors, LLC By: Monroe Management Holdco, LLC, its managing member By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. $ 106,925,000 ING Financial Markets LLC 5,200,000 ▇. ▇▇▇▇▇ Securities, Inc. 3,575,000 Huntington Securities, Inc. 3,575,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 3,575,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 3,575,000 ▇▇▇▇▇▇▇▇▇▇▇ & Co. Inc. 3,575,000 Total $ 130,000,000 The following sets forth the final terms of the 4.75% Notes due 2026 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated January 15, 2021, together with the accompanying prospectus dated June 24, 2020, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars. Issuer...

Partial Unenforceability. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other section, paragraph clause or provision hereof.

Partial Unenforceability. 25 SECTION 16.

Partial Unenforceability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, AGRIUM INC. By: /s/ S▇▇▇▇▇▇ ▇▇▇▇ Name: S▇▇▇▇▇▇ ▇▇▇▇ Title: Executive Vice President & Chief Financial Officer By: /s/ A▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: A▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President & Treasurer CONFIRMED AND ACCEPTED as of the date first above written: M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED RBC CAPITAL MARKETS, LLC SCOTIA CAPITAL (USA) INC. By: M▇▇▇▇▇▇ LYNCH, PIERCE, F▇▇▇▇▇ & S▇▇▇▇ INCORPORATED By: /s/ L▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: L▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: RBC CAPITAL MARKETS, LLC By: /s/ S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Director By: SCOTIA CAPITAL (USA) INC. By: /s/ P▇▇▇ ▇▇▇▇▇▇▇ Name: P▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director For themselves and as Representatives of the several Underwriters named in Schedule A hereto. M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated U.S.$ 125,000,000 RBC Capital Markets, LLC 125,000,000 Scotia Capital (USA) Inc. 125,000,000 ANZ Securities, Inc. 25,000,000 BMO Capital Markets Corp. 25,000,000 BNP Paribas Securities Corp. 25,000,000 RBS Securities Inc. 25,000,000 UBS Securities LLC 25,000,000 Total U.S.$ 500,000,000 (1) The initial public offering price of the Securities shall be 99.804% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. (2) The purchase price to be paid by the Underwriters for the Securities shall be 99.154% of the principal amount thereof. (3) The interest rate on the Securities shall be 3.150% per annum.

Partial Unenforceability. 24 SECTION 15.

Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by the Placement Agent and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. By: Name: Title: Confirmed as of the date first written above: By: Name: ▇▇▇▇▇▇▇ ▇▇ Title: President None. 4. FT Global Capital, Inc. ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. ( the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with EZGO Technologies Ltd., a British Virgin Islands company (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including Ordinary Shares (the “Shares”) of the Company, par value $0.001 per share (the “Ordinary Shares”), and certain warrants to purchase Shares (the “Warrants,” and collectively with the Shares and Shares underlying the Warrants, the “Securities”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares, any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any s...