Requirements for Assignment. Customer Non-Payment Event (additional). Dell shall only be required to take assignment of a Customer Agreement in the event of a Customer Non-Payment Event pursuant to Clause 6.3.2.A.(iii), if: (i) Reseller has received no payment from the Customer under the applicable Customer Agreement; (ii) Reseller has requested, in writing, that Dell take assignment of the Customer Agreement; (iii) Reseller, immediately following any Customer Non-Payment Event, has provided to the Customer any notices of non-payment that may be required by the Customer Agreement, and has taken all reasonable steps necessary to collect overdue amounts; (iv) Reseller provided timely and accurate invoices to the Customer in compliance with the terms of the Customer Agreement; and (v) any related Customer default or material breach caused by the Customer’s uncured non-payment of amounts due is not related to a valid Customer dispute in regard to performance, or amounts invoiced, under the Customer Agreement or under any other agreement between Reseller and Customer.
Requirements for Assignment. Customer Bankruptcy, Customer Non-Payment Event, or as Consented to. Dell shall only be required to take assignment of a Customer Agreement in relation to the events described in Clause 6.3.2.A.(ii), (iii), and (iv), if: (i) in the case of Clause 6.3.2.A.(iii), Reseller has received no payment from the Customer under the applicable Customer Agreement; (ii) Distributor has, or caused Reseller to have, if requested by Dell, promptly provided the Customer with a notice indicating the Customer Bankruptcy constitutes a default or material breach pursuant to the Customer Agreement; (iii) Distributor has provided Dell prompt notice of every instance of Customer’s uncured failure to pay for the APEX Service and any Related Service; (iv) Distributor has provided, or caused Reseller to have provided, to Dell all applicable Customer contacts and any other information necessary for Dell to conduct cash collection activities and any other associated activities; (v) Distributor is current on all, and have no outstanding overdue, payment obligations pursuant to this Agreement; (vi) Distributor has, or has caused Reseller to have, requested of Dell, in writing, that Dell take assignment of the Customer Agreement; (vii) the Reseller, immediately following any Customer Non-Payment Event, has provided to the Customer any notices of non-payment that may be required by the Customer Agreement, and has taken all reasonable steps necessary to collect overdue amounts; (viii) the Reseller provided timely and accurate invoices to the Customer in compliance with the terms of the Customer Agreement; and (ix) any related Customer default or material breach caused by the Customer’s uncured non-payment of amounts due is not directly related to (a) a dispute in regard to the provision of the APEX Service or Reseller’s performance under any agreement between Reseller and Customer, (b) administrative or operational billing, invoicing and/or collections, and/or (c) Customer’s attempt or intent to terminate, cancel, or otherwise discontinue the Customer Agreement and/or APEX Service for any reason other than its financial ability to pay;
Requirements for Assignment. Reseller Default. In order to provide Customer with uninterrupted services in the occurrence of an Event of Default, Dell shall take assignment of a Customer Agreement pursuant to Clause 6.3.2.A.(i), only if the Customer Agreement meets the requirements set forth in Clause 6.3.2.E. below, and the Customer is not in default or material breach of the terms of the Customer Agreement.
Requirements for Assignment. Customer Bankruptcy, or Customer Non-Payment Event. Dell shall only be required to take assignment of a Customer Agreement in the event of a Customer Bankruptcy, or in a Customer Non- Payment Event pursuant to Clause 6.3.2.A.(ii) and (iii), if: (i) the Customer Agreement meets the requirements set forth in Clauses 2.1.C and 6.
Requirements for Assignment. Customer Bankruptcy, or Customer Non-Payment Event. Dell shall only be required to take assignment of a Customer Agreement in the event of a Customer Bankruptcy or in a Customer Non- Payment Event pursuant to Clauses 6.3.2.A.(ii) and (iii), if: (i) the Customer Agreement meets the requirements set forth in Clause 2.1.C and Clause 6.3.2.E.(Requirements for Assignment – Generally); (ii) Reseller has, if requested by Dell, promptly provided the Customer with a notice indicating the Customer Bankruptcy, or Customer Non-Payment Event, constitutes a default or material breach pursuant to the Customer Agreement; (iii) Reseller has provided Dell prompt notice of every instance of Customer’s uncured failure to pay for the APEX Service or Related Service; (iv) Reseller has provided to Dell all applicable Customer contacts and any other information necessary for Dell to conduct cash collection activities and any other associated activities; and, (v) Reseller is current on all, and has no outstanding overdue, payment obligations under this Agreement.
Requirements for Assignment. Subject to restrictions on transferability contained elsewhere in this Agreement or imposed by federal or state law, a Member may assign an interest in the Company only (a) by a written assignment that (i) is not in contravention of any of the provisions of this Agreement; (ii) has been duly executed and acknowledged by the assignor and assignee, subject to the reasonable approval of the Management Board; and (iii) is to an assignee who represents that he satisfies specific suitability standards applicable to the assigning Member as may from time to time be established by a majority in interest of the Members; and (b) if required by the Management Board, legal counsel for the Company has rendered its opinion, in form and substance satisfactory to the Management Board and at the expense of the prospective assignee or assignor, that such assignment would not cause the termination of the Company for federal income tax purposes (unless termination is consented to by the Management Board or the transfer is otherwise permitted by Section 10.1) or the taxation of the Company as a corporation.
Requirements for Assignment. In all such events: (i) prior notice of any such assignment must be provided to the other Party; (ii) any assignee must assume expressly the assignor's obligations hereunder, provided, however, that the Project Lender under any collateral assignment for financing purposes will not be obligated to assume Lansing's obligations except as and to the extent specifically provided in such collateral assignment agreement; (iii) no assignment, whether or not consented to, will relieve the assignor of its obligations hereunder if the assignee fails to perform, unless the other Party agrees in writing in advance to waive assignor's continuing obligations pursuant to this Agreement, such waiver not to be unreasonably withheld, conditioned or delayed; and (iv) no such assignment will adversely affect the credit rating or financial security of the other Party.
Requirements for Assignment. Customer Bankruptcy, or Customer Non-Payment Event. Dell shall only be required to take assignment of a Customer Agreement in the event of a Customer Bankruptcy or in a Customer Non- Payment Event pursuant to Clauses 6.3.2.A.(ii) and (iii), if: (i) the Customer Agreement meets the requirements set forth in Clause 2.1.C and Clause 6.3.2.E.(Requirements for Assignment – Generally); (ii) Reseller has, if requested by Dell, promptly provided the Customer with a notice indicating the Customer Bankruptcy, or Customer Non-Payment Event, constitutes a default or material breach pursuant to the Customer Agreement; (iii) Reseller has provided Dell prompt notice of every instance of Customer’s uncured failure to pay for the APEX Service or Related Service; (iv) Reseller has provided to Dell all applicable Customer contacts and any other information necessary for Dell to conduct cash collection activities and any other associated activities; and, (v) Reseller is current on all, and has no outstanding overdue, payment obligations under this Agreement. If Customer Bankruptcy occurs, Xxxxxxxx shall immediately contact the appointed insolvency administrator to obtain the administrator’s consent to the assignment of the Customer Agreement to Dell. Furthermore, Xxxxxxxx agrees that Dell may contact the insolvency administrator on Xxxxxxxx’s behalf in order to obtain the administrator’s consent to an assignment of the Customer Agreement to Dell.
Requirements for Assignment. Aside from those entities eligible for assignment under Section 7.2 above, Licensee shall not, in any manner, extend any of the rights or privileges to access, install, and/or maintain Licensee's Facilities on Central Xxxxxx Facilities, granted under this Agreement to any other entity, affiliated or otherwise, without the prior express written consent of Central Xxxxxx. Any such permitted assignments or extensions shall be in accordance with the procedures set forth in Exhibit E attached hereto.
Requirements for Assignment. In addition to the limitations set forth in Section 10.5, no Member may directly or indirectly sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber all or any part of such Member’s Interest (including, without limitation, any right to receive distributions or allocations in respect of such Interests and whether voluntarily, involuntarily or by operation of law) (each, an “Assignment”), and no Assignment shall be registered by the Company, unless (i) such Assignment would not require registration under the Securities Act or violate any provision of any applicable laws; (ii) such Assignment would not require the Manager or any of its Affiliates to register as an investment adviser under the Investment Advisers Act of 1940, as amended, if such Person is not already so registered; and (iii) such Assignment would not violate either this Agreement or the laws, rules or regulations of any state or any governmental authority applicable to the transferor, the transferee or such Assignment; provided, however, that the Manager may in its sole discretion waive some or all of the preceding requirements with respect to any prospective Transfer from time to time.
