3/18/2023 0 Comments Cleanspark llcIN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed by its duly authorized officer as of the date first above written. Each party shall bear his or its own commissions, expenses and legal fees incurred on his or its behalf with respect to this Agreement and the closing of the transactions contemplated hereby. With a copy to: Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, 3414 Peachtree Road, NE, Suite 1500,Įmail: above addresses may be changed by written notice to the other party in the manner provided above however, that no notice of a change of address shall be effective until actual receipt of such notice.įees and Expenses. Such communications must be sent to the respective parties at the following addresses: All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt) or (b) when received by the addressee if sent by a nationally recognized overnight courier, for delivery the next day (receipt requested). Seller shall defend, indemnify, and hold harmless Buyer and its officers, agents, representatives, successors and assigns from and against any loss, damage, injury, settlement, judgment, award, fine, penalty, fee, charge, cost or expense (including interest, investigative expenses and costs of experts and other witnesses and reasonable attorneys’ fees), and any claims or other liabilities or obligations (collectively, “ Losses”) arising from or related to (a) any misrepresentation or breach of any representation or warranty by Seller contained in this Agreement or any of the agreements contemplated hereunder (b) the use, ownership, or operation by Seller of the Purchased Assets prior to the Closing (c) Seller’s breach or failure to perform any covenant, undertaking or other agreement contained in this Agreement (d) any and all Taxes and assessments related to the Purchased Assets for periods prior to the applicable Closing Date(s) and (e) any liabilities, debts or obligations of Seller. As of the Closing, there will be no restrictions on the Buyer’s right or ability to modify, relocate, or dispose of the Purchased Assets as the Buyer sees fit. Seller is the true and lawful owner, and has good title to, all of the Assets, free and clear of all encumbrances. Seller hereby transfers and assigns to Buyer any and all warranties with respect to the Purchased Assets provided by the manufacturers to Seller in connection with its original purchase of the Purchased Assets, and Seller provides the Buyer with full benefit of the warranty over the assets provided by the manufacturers. The bill of sale to be signed by the Buyer and Seller shall be in the form as attached hereto as Exhibit “A” (the “ Bill of Sale”).Ģ.4 Warranty. The Buyer and Seller shall enter into a bill of sale or other instruments of conveyance as shall be reasonably requested by Buyer for the transfer by Seller to Buyer of all of Seller’s right, title and interest in and to the Purchased Assets. NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:Ĭonveyance of Purchased Assets. WHEREAS, Seller desires to sell such assets to Buyer on the terms and conditions of this Agreement. WHEREAS, as part of the Land Purchase Agreement, it is contemplated that Buyer shall purchase certain of Seller’s Bitcoin mining equipment and other assets in addition to the Land Purchase Agreement on the terms and conditions of this Agreement and f/k/a WAHA, INC, a Georgia corporation, an affiliate of Seller, have entered into a Purchase and Sale Agreement (“ Land Purchase Agreement”) on Augand WHEREAS, CSRE Properties Washington, LLC, a Georgia limited liability company, an affiliate of Buyer, and SPRE Commercial Group, Inc. THIS EQUIPMENT PURCHASE AND SALE AGREEMENT (together with all Schedules and Exhibits hereto which are incorporated herein by reference, this “ Agreement”), dated as of Aug(the “ Effective Date”), is entered into by and between CleanSpark DW, LLC, a Georgia Limited Liability Company, with its mailing address at 2380 Godby Road, College Park, Georgia 30349 (“ Buyer”), and WAHA TECHNOLOGIES, INC., a Georgia corporation, with its corporate address at 2146 Roswell Road #108-851, Marietta, Georgia 30062 (“ Seller”).
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