Partial Unenforceability Clause Samples

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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.

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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, By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chairman and Chief Executive Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Executive Officer By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC 486,000 Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc. 360,000 FBR Capital Markets & Co. 207,000 BB&T Capital Markets, a division of BB&T Securities, LLC 180,000 J.J.B. ▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, LLC 207,000 Wedbush Securities Inc. 180,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company 180,000 Total 1,800,000 Number of Initial Securities: 1,800,000 Number of Option Securities: 270,000 Public offering price $ 25.00 Sales load (underwriting discounts and commissions) $ 0.7875 Proceeds to the Company, before expenses $ 24.2125 Dividend Yield: 6.00 % Trade Date: September 20, 2017 Closing Date (T+5): September 27, 2017 Liquidation Preference: $ 25.00 plus accumulated and unpaid dividends Mandatory Redemption Date: September 30, 2024 Net proceeds from the sale of the Initial Securities after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $43.3 million. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”), proposes to enter into...

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, 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, 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. 24 SECTION 15.

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, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, EQT CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer CREDIT SUISSE SECURITIES (USA) LLC ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Managing Director, Equity Capital Markets ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇ Title: Managing Director Credit Suisse Securities (USA) LLC 4,003,125 ▇.▇. ▇▇▇▇▇▇ Securities LLC 4,003,125 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 525,000 BNP Paribas Securities Corp. 262,500 Mitsubishi UFJ Securities (USA), Inc. 262,500 PNC Capital Markets LLC 262,500 Scotia Capital (USA) Inc. 262,500 SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 262,500 CIBC World Markets Corp. 131,250 ▇▇▇▇▇▇▇▇▇ Energy Securities, LLC 131,250 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 131,250 Tudor, Pickering, ▇▇▇▇ & Co. Securities, Inc. 131,250 USCA Securities LLC 131,250 Total 10,500,000 None (a) Number of Firm Shares offered by the Company: 10,500,000 (b) Price per Share: $67.00 1. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman and Chief Executive Officer 2. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇, President 3. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President and Chief Financial Officer May 2, 2016 EQT Corporation EQT Plaza ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Credit Suisse Securities (USA) LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC As Representatives of the Several Underwriters listed in Schedule 1 to the Underwriting Agreement c/o Credit Suisse Securities (USA) LLC Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that Credit Suisse Securities (USA) LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC, as Representatives (the “Representatives”) of the several und...

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 among the parties hereto in accordance with its terms. Very truly yours, NATIONAL HEALTH INVESTORS, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President of Finance, Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By: BOFA SECURITIES, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice Chair By: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By: ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: BMO CAPITAL MARKETS CORP. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Co-Head, Global Equity Capital Markets For themselves, in their respective capacities as Representatives of the other Underwriters named in Schedule A hereto and as Forward Sellers. CONFIRMED AND ACCEPTED, as of the date first above written: By: BANK OF AMERICA, N.A. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Managing Director By: ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: BANK OF MONTREAL By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director, Global Markets As Forward Purchasers, solely as the recipients and/or beneficiaries of certain representations, warranties, covenants and indemnities set forth in this Agreement. BofA Securities, Inc. 528,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 456,000 ▇▇▇▇▇ Fargo Securities, LLC 456,000 BMO Capital Markets Corp. 384,000 Regions Securities LLC 168,000 KeyBanc Capital Markets Inc. 168,000 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated 108,000 Huntington Securities, Inc. 108,000 PNFP Capital Markets, Inc. 24,000 Total 2,400,000 BofA Secu...