Novation of HPC Group Liabilities Clause Samples

Novation of HPC Group Liabilities. (i) Except as set forth in Schedule 1.06(a), each of Bit Digital and HPC Group, at the request of the other, shall use its Commercially Reasonable Efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all HPC Group Liabilities and obtain in writing the unconditional release of each member of the Bit Digital Group that is a party to any such arrangements, so that, in any such case, HPC Group shall be solely responsible for such HPC Group Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Transaction Documents, neither Bit Digital nor HPC Group shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested. (ii) If Bit Digital or HPC Group is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the Bit Digital Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “Unreleased HPC Group Liability”), HPC Group shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the Bit Digital Group, as the case may be, (x) pay, perform and discharge fully all the obligations or other Liabilities of such member of the Bit Digital Group that constitute Unreleased HPC Group Liabilities from and after the Business Transfer Time and (y) use its Commercially Reasonable Efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Bit Digital Group. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased HPC Group Liabilities shall otherwise become assignable or able to be novated, Bit Digital shall promptly assign, or cause to be assigned, and HPC Group shall assume, such Unreleased HPC Group Liabilities without exchange of further consideration.