Whitefields definition
Examples of Whitefields in a sentence
This Agreement constitutes the legal, valid, and binding obligation of Whitefields, enforceable against Whitefields in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability, relating to or affecting creditors’ rights generally.
Whitefields has engaged its own legal advisers respecting its compliance with federal and state securities laws and federal, state, and local taxation laws respecting the transactions contemplated or permitted by this Agreement.
Whitefields shall be solely responsible for its own compliance with applicable state and federal securities laws and applicable federal, state, and local tax laws related to this Agreement and the transactions contemplated hereby.
The officers of Whitefields have made available to each such Person any and all written information that it has requested and have answered to each such Person’s satisfaction all inquiries made.
Whitefields has relied solely on its own such advisers and not on any statements or representations of ICECorp or its agents, attorneys, or accountants, written or oral.
To Whitefields’ Knowledge, Radius and each Subsidiary maintains in full force and effect insurance coverage that is customary for comparably situated companies for the business being conducted and properties owned or leased by Radius and each Subsidiary, and Whitefields reasonably believes such insurance coverage to be adequate against all liabilities, claims, and risks against which it is customary for comparably situated companies to insure.
The offer and sale of the ICECorp Shares to Whitefields as contemplated hereby is exempt from the registration requirements of the Securities Act.
The execution, delivery, and performance by Whitefields of this Agreement and the sale of the Solesys Shares require no consent of, action by or in respect of, or filing with any Person, governmental body, agency, or official.
Except as set forth on the signature page of this Agreement, no broker, finder, agent, or similar intermediary has acted on behalf of Whitefields or Radius in connection with this Agreement or the transactions contemplated hereby, and there are no brokerage commissions, finder’s fees, or similar fees or commissions payable in connection therewith based on any agreement, arrangement, or understanding with Whitefields or Radius.
Certificates for the ICECorp Shares and the Solesys Shares and the Promissory Note shall be delivered to the parties as provided above (the “Closing”) at the offices of Whitefields or such other place as may be mutually acceptable to the parties within 10 business days of the date of this (the “Closing Date”).