Bit Digital Group definition
Examples of Bit Digital Group in a sentence
To the extent permissible under applicable law, Bit Digital hereby waives compliance by each Affiliate and HPC Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the Bit Digital Assets to any member of the Bit Digital Group.
Notwithstanding anything in this Agreement to the contrary, neither any Bit Digital Group member nor any of its Affiliates will be required to undertake any action or arrangement contemplated by this Article I that would result in, or could reasonably be expected to result in, tax treatment that is inconsistent with the Intended Tax Treatment, as determined by Bit Digital in its sole discretion.
This Agreement is solely for the benefit of the Parties and does not confer on Third Parties (including any employees of any member of the Bit Digital Group or HPC Group) any remedy, claim, reimbursement, claim of action or other right in addition to those existing without reference to this Agreement.
Notwithstanding anything in this Agreement to the contrary, neither HPC Group and/or White Fiber, on the one hand, nor Bit Digital or any member of the Bit Digital Group, on the other hand, shall be liable under this Agreement to the other for any indirect, incidental, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages of the other arising in connection with the transactions contemplated hereby (other than any such Liability with respect to a Third-Party Claim).
Bit Digital shall not make, and shall not permit any other member of the Bit Digital Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Bit Digital, or any other Person released pursuant to Section 4.01(b), with respect to any Liabilities released pursuant to Section 4.01(b).
To the extent permissible under applicable Law, HPC Group hereby waives compliance by each and every member of the Bit Digital Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the HPC Group Assets to HPC Group.
HPC Group and/or White Fiber shall not make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Bit Digital or any other member of the Bit Digital Group, or any other Person released pursuant to Section 4.01(a), with respect to any Liabilities released pursuant to Section 4.01(a).
Where a policy includes a reinstatement of limits, in the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, HPC Group and/or White Fiber, on the one hand, and the Bit Digital Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, if any, based upon the losses of such Party submitted to Bit Digital’s insurance carrier(s) (including any submissions prior to the Effective Time).
Bit Digital will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any other Transaction Document to be performed by any other member of the Bit Digital Group.
To the extent that the Bit Digital Group or HPC Group and/or White Fiber is allocated more than its pro rata portion of such premium due to the timing of losses submitted to Bit Digital’s insurance carrier(s), the other party shall promptly pay the first party an amount so that each Party has been properly allocated its pro rata portion of the reinstatement premium.