Miscellaneous Contract Clauses (41,182)

Miscellaneous. This Agreement may be signed in counterparts, both of which shall be deemed an original, but both of which, taken together shall constitute the same instrument. A signature made on a faxed or electronically mailed copy of the Agreement or a signature transmitted by facsimile or electronic mail shall have the same effect as the original signature. The section headings used in this Agreement are intended solely for convenience of reference and shall not in any manner amplify, limit, modify or othe...rwise be used in the interpretation of any of the provisions hereof. This Agreement shall be binding upon and inure to the benefit of the parties and their respective personal representatives, agents, attorneys, executors, administrators, heirs, successors and assigns. View More

Miscellaneous. a. This letter agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. b. The Company may only assign this letter agreement to, and this letter agreement shall be binding upon, a successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, provided, that such successor expressly agrees... to assume and perform this letter agreement in the same manner and to the same extent that the Company would have been required to perform it if no such assignment had taken place, and "Company" shall include any such successor that assumes and agrees to perform this letter agreement, by operation of law or otherwise. c. No provision of this letter agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this letter agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. d. Your offer is contingent upon the successful completion of an employment and criminal background check (which will require you to complete and sign all necessary consent forms authorizing the Company or its designee to perform these background inquiries). The Company may also require that you provide names and contact information so we may conduct reference checks about your past employment. e. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you will be terminated. f. As an employee of the Company, you will be required to comply with all Company policies and procedures. Violations of the Company's policies may lead to immediate termination of your employment. Further, the Company's premises, including all workspaces, furniture, documents, and other tangible materials, and all information technology resources of the Company (including computers, data and other electronic files, and all internet and email) are subject to oversight and inspection by the Company at any time. Company employees should have no expectation of privacy with regard to any Company premises, materials, resources, or information. g. By signing this letter, you are representing that you have full authority to accept this position and perform the duties of the position without conflict with any other legal or contractual obligations, and that you are not involved in any situation that might create, or appear to create, a conflict of interest with respect to your loyalty to or duties for the Company. You additionally represent and warrant that you have not taken or shared with the Company any confidential or proprietary information belonging to any former employer or other third party, and that you will at no time during the course of your employment with the Company use or disclose any such confidential or proprietary information of another party without that party's express consent. View More

Miscellaneous. (a) Authority of Underwriters. Any action by the Underwriters hereunder may be taken by J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. on behalf of the Underwriters, and any such action taken by J.P. Morgan Securities LLC and Deutsche Bank Securities Inc., LLC shall be binding upon the Underwriters. (b) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form o...f telecommunication. Notices to the Underwriters shall be given to the Underwriters at: c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358), Attention: Equity Syndicate Desk; and c/o Deutsche Bank Securities Inc., 60 Wall Street, 4th Floor, New York, New York 10005 (fax: (212) 797-9344), Attention: Equity Capital Markets-Syndicate Desk, with a copy to the General Counsel (fax: (212) 797-4564). Notices to the Company shall be given to it at Chesapeake Lodging Trust, 1997 Annapolis Exchange Parkway, Suite 410, Annapolis, MD 21401, (fax: (410) 972-4180), Attention: Chief Financial Officer. (c) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state. (d) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. (e) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (f) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. View More

Miscellaneous. (A) Except as set forth herein, nothing contained in this Amendment shall be deemed to amend or modify in any respect the terms of the Original Lease. The terms, covenants and conditions of the Original Lease are hereby ratified and confirmed and shall continue to be and remain in full force and effect throughout the remainder of the term hereof, as modified hereby. If there is any inconsistency between the terms of this Amendment and the terms of the Original Lease, the terms of this Amendment ...shall be controlling and prevail. (B) This Amendment contains the entire agreement of the parties with respect to its subject matter and all prior negotiations, discussions, representations, agreements and understandings heretofore had among the parties with respect thereto are merged herein. This Amendment may not be modified, amended or terminated nor may any of its provisions be waived except by an agreement in writing signed by the party against whom enforcement of any modification, amendment, termination or waiver is sought. 4 (C) This Amendment shall not be binding upon Landlord or Tenant unless and until Landlord shall have delivered a fully executed counterpart of this Amendment to Tenant. (D) This Amendment shall be binding upon and inure to the benefit of Landlord and Tenant and their successors and permitted assigns. (E) This Amendment shall be governed by the laws of the State of New York without giving effect to conflict of laws principles thereof. (F) This Amendment may be executed in duplicate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. View More

Miscellaneous. (a) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada without giving effect to principles of conflicts of law. (b) Entire Agreement. This Agreement contain the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements or understandings between the parties with respect thereto. (c) Successors. This Agreement will inure to the benefit of any successor in interest to a party or any pe...rson that after the date hereof may acquire any subsidiary or division of a party. (d) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which will constitute the same agreement. View More

Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer of the Company as may be specifically designated by the Board. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio applicable to instruments under seal.

Miscellaneous. This Amendment and the Original Lease embodies the entire agreement between the patties as to its subject matter and supersedes any prior agreements with respect thereto. There are no agreements or understandings between the parties with respect to the subject matter of this Amendment not set forth in this Amendment or the Original Lease. This Amendment cannot be modified except by a writing signed by both parties.

Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. (b) This Agreement shall be binding upon the respective successors and assigns of the parties hereto. (c) In the event that any provision of this Agreement is adjudicated invalid, illegal or unenforceable, such adjudication shall not affect the validity, legality or enforceability of any other provision, and this Agreement shall be construed as though such invalid, illegal or unenfo...rceable provision had never been contained herein. (d) The Seller and the Company agree that money damages are inadequate and that each will suffer irreparable harm with respect to a failure to abide by any covenant made under the terms of this Agreement or any requirement under this Agreement relating to or affecting the sale of the Offered Shares, and that, accordingly, in addition to any money damages which might be awarded with reasonable certainty, each shall be entitled to demand specific performance or to seek injunctive relief whether with regard to a breach or contemplated breach. All rights, remedies and benefits specified in this Agreement, including, but not limited to the rights, remedies and benefits contained in this Section 7(d) are not exclusive of any rights, remedies or benefits which any party may otherwise have. 2 (e) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. (f) This Agreement constitutes the entire agreement between the parties and no term or provision of this Agreement may be waived or modified unless in writing signed by the party against whom such waiver or modification is sought to be enforced. WITNESS the following signatures: VIRGINIA NATIONAL BANKSHARES CORPORATION By: /s/ Glenn W. Rust Glenn W. Rust President and Chief Executive Officer SWIFT RUN CAPITAL, LP By SWIFT RUN CAPITAL MANAGEMENT, LLC By: /s/ Timothy S. Mullen Timothy S. Mullen, Manager 3 EX-10.1 2 exhibit10-1.htm STOCK PURCHASE AGREEMENT Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made and entered into as of May 18, 2015, by and between Virginia National Bankshares Corporation, a Virginia corporation (the "Company"), and Swift Run Capital, L.P., a Delaware limited partnership (the "Seller"). WITNESSETH: The Seller desires to sell, and the Company desires to purchase, 190,152 shares of common stock of the Company (the "Offered Shares") for the consideration and on the terms set forth in this Agreement. The parties, intending to be legally bound, agree as follows: 1. Purchase and Sale of Shares. The Company hereby agrees to purchase from the Seller and the Seller hereby agrees to sell to the Company, on the Closing Date (as defined below), the Offered Shares free and clear of all Encumbrances (as defined below) for the Purchase Price of $4,354,480.80, or $22.90 per share. View More

Miscellaneous. The terms and provisions of Sections 5.8 (Further Assurances), 12.2 (Notices), 12.3 (Expenses), 12.6 (Governing Law), 12.7 (Dispute Resolution), 12.8 (Captions), 12.9 (Waivers), 12.10 (Assignment), 12.11 (Entire Agreement), 12.12 (Amendment), 12.13 (No Third Person Beneficiaries), 12.14 (Headings), 12.15 (References), 12.16 (Construction), and 12.19 (Time of Essence) of the Purchase Agreement (as amended by this Amendment) are incorporated into this Amendment, mutatis mutandis.

Miscellaneous. 5.2Entire Agreement, Assignment. 5.3Counterparts, Execution. 5.4Governing Law; Jurisdiction. 5.5Arbitration. 5.6Specific Enforcement, Consent to Jurisdiction. 5.7Drafting, Construction. 5.8Captions, Certain Definitions. 5.10No Assignment. 5.11Binding upon Successors. 5.12Amendment. 5.13No Revocation. 5.14Counsel.