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 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;”

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 Reseller Distributor 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;”