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 a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement amongst the Company, the Guarantor Subsidiary and the Underwriters in accordance with its terms. Very truly yours, By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Managing Director and Chief Financial Officer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Managing Director, Chief Legal Officer and Secretary The foregoing Agreement is hereby confirmed and accepted on behalf of each of the Underwriters as of the date first-written above. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Associate Director By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC $ 24,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC $ 24,000,000 RBC Capital Markets, LLC $ 24,000,000 UBS Securities LLC $ 24,000,000 ▇▇▇▇▇ Fargo Securities, LLC $ 24,000,000 ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. $ 15,000,000 ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. $ 15,000,000 Total $ 150,000,000 1. Final Term Sheet, dated February 4, 2025, attached hereto as ▇▇▇▇▇ ▇. Registration Nos. 333-280211 and ▇▇▇-▇▇▇▇▇▇-▇▇ Issuer: PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Company”) Guarantee: The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by PennyMac Corp., a Delaware corporation (the “Guarantor”) Title of the Securities: 9.00% Senior Notes due 2030 Type of Offering: SEC Registered Initial Aggregate Principal Amount Being Offered: $150,000,000 Over-Allotment Option: Up to $22,500,000 ag...

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. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global 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. CBAK ENERGY TECHNOLOGY, INC By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: Name: ▇▇▇▇▇▇▇ ▇▇ Title: President None. February 8, 2021 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 CBAK Energy Technology, a Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including shares (the “Shares”) of the Company’s common stock (the “Common Stock”). 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 30 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 Common Stock, any securities convertible into or exercisable or exchangeable for Common Stock, 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 such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or...

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. 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 and the Underwriters. Very truly yours, By: /s/ H▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: H▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer, Chief Compliance Officer, Treasurer and Secretary By: /s/ C▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. By: /s/ L▇▇▇▇ ▇▇▇▇▇▇ Name: L▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc. $50,000,000 Total $50,000,000 Issuer Free Writing Prospectus dated March 3, 2021 Relating to Preliminary Prospectus Supplement dated March 3, 2021 and March 3, 2021 The following sets forth the final terms of the 4.375% Notes due 2026 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated March 3, 2021, together with the accompanying prospectus dated June 28, 2019, 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 Saratoga Investment Corp. (the “Company”) Security 4.375% Notes due 2026 Expected Rating* BBB+ (E▇▇▇-▇▇▇▇▇) Aggregate Principal Amount Offered $50,000,000 Maturity February 28, 2026 Trade Date March 3, 2021 Settlement Date** March 10, 2021 (T+5) Use of Proceeds To make investments in middle-market companies (including through SBIC subsidiaries) in accordance w...