Common use of Requirements for Assignment - Generally Clause in Contracts

Requirements for Assignment - Generally. Dell shall only be required to take assignment of a Customer Agreement pursuant to Clause 6.3.2.A.(ii), (iii) and (iv) if: (i) the applicable Customer Agreement: (a) unconditionally obligates the Customer to pay for the APEX Service and any Related Service in amounts that equal or exceed the amounts Distributor is obligated to pay Dell for the remainder of the Subscription Term; (b) states the Customer’s obligation to pay for the APEX Service and Related Service is unconditional by explicitly stating such obligations are “absolute, unconditional and non-cancellable and shall not be subject to any abatement, reduction, set off, defense, delay or counterclaim for any reason whatsoever;” (c) has a payment structure substantially similar to the payment structure of this Agreement, including but not limited to, containing net 30 payment terms, and providing no ability to cure any non-payment which exceeds 30 days from the payment due date; (d) names Dell (or the affiliate of Dell which is the party to this Agreement) as a third party beneficiary; (e) states that Customer Bankruptcy, and uncured failure to pay amounts owed when due are each, separately, events constituting default, or material breach, of the Customer Agreement (“Customer Default”), that a Customer Default under any single Customer Agreement with the applicable Customer shall constitute a Customer Default under all Customer Agreements with that Customer, and that Reseller’s rights in remedy of such Customer Default are equivalent to the rights Dell has in remedy against Distributor in an Event of Default, listed in Clause 6.3.1.B. above, each remedy being cumulative and not alternative, and able to be enforced separately or together; (f) includes Customer’s consent to the assignment of the Customer Agreement to Dell, without notice, upon the occurrence of any Customer Default, such consent to assignment to explicitly include consent to Dell’s right, upon such assignment, to directly receive payment and seek collections directly from, and exercise and enforce Reseller’s remedies directly against, the Customer; (g) may not include the provision of, and, must be billed separately from, any products or services which are not included in the Order under this Agreement; and, (h) meets all the requirements of Clause 2.1.C. above; (ii) the Reseller Agreement provides that the Customer Agreement shall be assigned to Dell upon Dell’s notice to the Customer that Dell intends to take assignment of the Customer Agreement pursuant to the conditions of this Clause 6.3.2.; and, (iii) Dell has not, in its sole discretion, determined that the Customer Financial Information provided pursuant to this Agreement is wrong, misleading, or is not authentic.

Requirements for Assignment - Generally. Dell shall only be required to take assignment of a Customer Agreement pursuant to Clause 6.3.2.A.(ii), (iii) and (iv) if: (i) the applicable Customer Agreement: (a) unconditionally obligates the Customer to pay for the APEX Service and any Related Service in amounts that equal or exceed the amounts Distributor Reseller is obligated to pay Dell for the remainder of the Subscription Term; (b) states the Customer’s obligation to pay Reseller for the APEX Service and any Related Service is unconditional by explicitly stating such obligations are “absolute, unconditional and non-cancellable and shall not be subject to any abatement, reduction, set off, defense, delay or counterclaim for any reason whatsoever;” (c) has a payment structure substantially similar to the payment structure of this Agreement, including but not limited to, containing net 30 payment terms, and providing no ability to cure any non-non payment which exceeds 30 days from the payment due date; (d) names Dell (or the affiliate of Dell which is the party to this Agreement) as a third party beneficiary; (e) states that Customer Bankruptcy, and uncured failure to pay amounts owed when due are each, separately, events constituting default, or material breach, of the Customer Agreement (“Customer Default”), that a Customer Default under any single Customer Agreement with the applicable Customer shall constitute a Customer Default under all Customer Agreements with that Customer, and that Reseller’s rights in remedy of such Customer Default are equivalent to the rights Dell has in remedy against Distributor Reseller in an Event of Default, listed in Clause 6.3.1.B. above, each remedy being cumulative and not alternative, and able to be enforced separately or together; (f) includes Customer’s consent to the assignment of the Customer Agreement to Dell, without notice, upon the occurrence of any Customer Default, such consent to assignment to explicitly include consent to Dell’s right, upon such assignment, to directly receive payment and seek collections directly from, and exercise and enforce Reseller’s remedies directly against, the Customer; (g) may not include the provision of, and, must be billed separately from, any products or services which are not included in the Order Orders under this Agreement; and, (h) meets all the requirements of Clause 2.1.C. above; (ii) the Reseller Agreement provides that the Customer Agreement shall be assigned to Dell upon Dell’s notice to the Customer that Dell intends to take assignment of the Customer Agreement pursuant to the conditions of this Clause 6.3.2.; and, (iiiii) Dell has not, in its sole discretion, determined that the Customer Financial Information provided pursuant to this Agreement is wrong, misleading, or is not authentic.

Requirements for Assignment - Generally. Dell shall only be required to take assignment of a Customer Agreement pursuant to Clause 6.3.2.A.(ii), (iii) and (iv) if: (i) the applicable Customer Agreement: (a) unconditionally obligates the Customer to pay for the APEX Service and any Related Service in amounts that equal or exceed the amounts Distributor Reseller is obligated to pay Dell for the remainder of the Subscription Term; (b) states the Customer’s obligation to pay Reseller for the APEX Service and any Related Service is unconditional by explicitly stating such obligations are “absolute, unconditional and non-cancellable and shall not be subject to any abatement, reduction, set off, defense, delay or counterclaim for any reason whatsoever;” (c) has a payment structure substantially similar to the payment structure of this Agreement, including but not limited to, containing net 30 payment terms, and providing no ability to cure any non-non payment which exceeds 30 days from the payment due date; (d) names Dell (or the affiliate of Dell which is the party to this Agreement) as a third party beneficiary; (e) states that Customer Bankruptcy, and uncured failure to pay amounts owed when due are each, separately, events constituting default, or material breach, of the Customer Agreement (“Customer Default”), that a Customer Default under any single Customer Agreement with the applicable Customer shall constitute a Customer Default under all Customer Agreements with that Customer, and that ResellerXxxxxxxx’s rights in remedy of such Customer Default are equivalent to the rights Dell has in remedy against Distributor Reseller in an Event of Default, listed in Clause 6.3.1.B. above, each remedy being cumulative and not alternative, and able to be enforced separately or together; (f) includes Customer’s consent to the assignment of the Customer Agreement to Dell, without notice, upon the occurrence of any Customer Default, such consent to assignment to explicitly include consent to Dell’s right, upon such assignment, to directly receive payment and seek collections directly from, and exercise and enforce Reseller’s remedies directly against, the Customer; (g) may not include the provision of, and, must be billed separately from, any products or services which are not included in the Order Orders under this Agreement; and, (h) meets all the requirements of Clause 2.1.C. above; (ii) the Reseller Agreement provides that the Customer Agreement shall be assigned to Dell upon Dell’s notice to the Customer that Dell intends to take assignment of the Customer Agreement pursuant to the conditions of this Clause 6.3.2.; and, (iiiii) Dell has not, in its sole discretion, determined that the Customer Financial Information provided pursuant to this Agreement is wrong, misleading, or is not authentic.

Requirements for Assignment - Generally. Dell shall only be required to take assignment of a Customer Agreement pursuant to Clause 6.3.2.A.(ii), (iii) and (iv) if: (i) the applicable Customer Agreement: (a) unconditionally obligates the Customer to pay for the APEX Service and any Related Service in amounts that equal or exceed the amounts Distributor is obligated to pay Dell for the remainder of the Subscription Term; (b) states the Customer’s obligation to pay for the APEX Service and Related Service is unconditional by explicitly stating such obligations are “absolute, unconditional and non-cancellable and shall not be subject to any abatement, reduction, set off, defense, delay or counterclaim for any reason whatsoever;” (c) has a payment structure substantially similar to the payment structure of this Agreement, including but not limited to, containing net 30 payment terms, and providing no ability to cure any non-payment which exceeds 30 days from the payment due date; (d) names Dell (or the affiliate of Dell which is the party to this Agreement) as a third party beneficiary; (e) states that Customer Bankruptcy, and uncured failure to pay amounts owed when due are each, separately, events constituting default, or material breach, of the Customer Agreement (“Customer Default”), that a Customer Default under any single Customer Agreement with the applicable Customer shall constitute a Customer Default under all Customer Agreements with that Customer, and that Reseller’s rights in remedy of such Customer Default are equivalent to the rights Dell has in remedy against Distributor in an Event of Default, listed in Clause 6.3.1.B. above, each remedy being cumulative and not alternative, and able to be enforced separately or together; (f) includes Customer’s consent to the assignment of the Customer Agreement to Dell, without notice, upon the occurrence of any Customer Default, such consent to assignment to explicitly include consent to Dell’s right, upon such assignment, to directly receive payment and seek collections directly from, and exercise and enforce Reseller’s remedies directly against, the Customer; (g) may not include the provision of, and, must be billed separately from, any products or services which are not included in the Order under this Agreement; and, (h) meets all the requirements of Clause 2.1.C. above; (ii) the Reseller Agreement provides that the Customer Agreement shall be assigned to Dell upon Dell’s notice to the Customer that Dell intends to take assignment of the Customer Agreement pursuant to the conditions of this Clause 6.3.2.; and, (iii) Dell has not, in its sole discretion, determined that the Customer Financial Information provided pursuant to this Agreement is wrong, misleading, or is not authentic. In the event of insolvency proceedings over the assets of the Reseller or the Customer, the respective insolvency administrator shall – if legally required – be approached to approve the assignment of the Customer Agreement to Dell pursuant to Clause 6.3.2 D. instead of the Reseller or Customer.