Common use of Requirements for Assignment Clause in Contracts

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 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) the Reseller has received no payment from the Customer under the applicable Customer Agreement; (ii) Distributor has, or has caused Reseller has requestedto have, requested of Dell, in writing, that Dell take assignment of the Customer Agreement; (iii) the Reseller, immediately following any Customer Non-Payment Event, has provided to the Customer any notices of non-non- payment that may be required by the Customer Agreement, and has taken all reasonable steps necessary to collect overdue amounts; (iv) the 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-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. Distributor warrants that the assignment of the Customer Agreement will be free of charge for Dell.

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) the Reseller has received no payment from the Customer under the applicable Customer Agreement; (ii) Distributor has, or has caused Reseller has requestedto have, requested of Dell, in writing, that Dell take assignment of the Customer Agreement; (iii) the Reseller, immediately following any Customer Non-Payment Event, has provided to the Customer any notices of non-non- payment that may be required by the Customer Agreement, and has taken all reasonable steps necessary to collect overdue amounts; (iv) the 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-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 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. Reseller warrants that the assignment of the Customer Agreement will be free of charge for Dell.

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) the Reseller has received no payment from the Customer under the applicable Customer Agreement; (ii) Distributor has, or has caused Reseller has requestedto have, requested of Dell, in writing, that Dell take assignment of the Customer Agreement; (iii) the Reseller, immediately following any Customer Non-Payment Event, has provided to the Customer any notices of non-non- payment that may be required by the Customer Agreement, and has taken all reasonable steps necessary to collect overdue amounts; (iv) the 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-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. Given the risk accepted by Dell and the contractual structure, Distributor warrants that Dell will not pay any cost or additional price for the assignment of the Customer Agreement to Dell (assignment free of charge).

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. Given the risk accepted by Dell and the contractual structure, Distributor warrants that Dell will not pay any cost or additional price for the assignment of the Customer Agreement to Dell (assignment free of charge).