Common use of Requirements for Assignment Clause in Contracts

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. Customer Bankruptcy, Customer Non-Payment Event, 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. 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. Customer Bankruptcy, Customer Non-Payment Event, 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.(iii6.3.2.,A.(iii), Reseller has received no payment from the Customer under the applicable Customer Agreement; 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. Customer Bankruptcy, Customer Non-Payment Event, 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 Clauses 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 Reseller 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 Reseller has provided Dell prompt notice of every instance of Customer’s uncured failure to pay for the APEX Service and any or Related Service; (iv) Distributor Reseller has provided, or caused Reseller to have provided, 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 Reseller is current on all, and have has no outstanding overdue, payment obligations pursuant to under this Agreement; (vi) Distributor has, or Reseller has caused Reseller to have, requested of Dellrequested, 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 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, cancel or otherwise discontinue the Customer Agreement and/or APEX Service for any reason other than its financial ability inability to pay; (x) 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. Customer Bankruptcy, Customer Non-Payment Event, 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. 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. 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 as 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. 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 Clauses 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 Reseller 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 Reseller has provided Dell prompt notice of every instance of Customer’s uncured failure to pay for the APEX Service and any or Related Service; (iv) Distributor Reseller has provided, or caused Reseller to have provided, 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 Reseller is current on all, and have has no outstanding overdue, payment obligations pursuant to under this Agreement; (vi) Distributor has, or Reseller has caused Reseller to have, requested of Dellrequested, 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 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, cancel or otherwise discontinue the Customer Agreement and/or APEX Service for any reason other than its financial ability inability to pay; (x) 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. 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 Clauses 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 Reseller 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 Reseller has provided Dell prompt notice of every instance of Customer’s uncured failure to pay for the APEX Service and any or Related Service; (iv) Distributor Reseller has provided, or caused Reseller to have provided, 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 Reseller is current on all, and have has no outstanding overdue, payment obligations pursuant to under this Agreement; (vi) Distributor has, or Reseller has caused Reseller to have, requested of Dellrequested, 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 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, cancel or otherwise discontinue the Customer Agreement and/or APEX Service for any reason other than its financial ability inability to pay; (x) 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. 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 Clauses 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 Reseller 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 Reseller has provided Dell prompt notice of every instance of Customer’s uncured failure to pay for the APEX Service and any or Related Service; (iv) Distributor Reseller has provided, or caused Reseller to have provided, 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 Reseller is current on all, and have has no outstanding overdue, payment obligations pursuant to under this Agreement.; (vi) Distributor has, or Reseller has caused Reseller to have, requested of Dellrequested, 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 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, cancel or otherwise discontinue the Customer Agreement and/or APEX Service for any reason other than its financial ability inability to pay; (x) 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. 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 Clauses 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 Reseller 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 Reseller has provided Dell prompt notice of every instance of Customer’s uncured failure to pay for the APEX Service and any or Related Service; (iv) Distributor Reseller has provided, or caused Reseller to have provided, 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 Reseller is current on all, and have has no outstanding overdue, payment obligations pursuant to under this Agreement; (vi) Distributor has, or Reseller has caused Reseller to have, requested of Dellrequested, 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 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, cancel or otherwise discontinue the Customer Agreement and/or APEX Service for any reason other than its financial ability inability to pay; (x) 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. 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 Clauses 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 Reseller 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 Reseller has provided Dell prompt notice of every instance of Customer’s uncured failure to pay for the APEX Service and any or Related Service; (iv) Distributor Reseller has provided, or caused Reseller to have provided, 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 Reseller is current on all, and have has no outstanding overdue, payment obligations pursuant to under this Agreement; (vi) Distributor has, or Reseller has caused Reseller to have, requested of Dellrequested, 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; (viiiiviii) 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 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, cancel or otherwise discontinue the Customer Agreement and/or APEX Service for any reason other than its financial ability inability to pay; (x) 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. 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 Clauses 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 Reseller 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 Reseller has provided Dell prompt notice of every instance of Customer’s uncured failure to pay for the APEX Service and any or Related Service; (iv) Distributor Reseller has provided, or caused Reseller to have provided, 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 Reseller is current on all, and have has no outstanding overdue, payment obligations pursuant to under this Agreement; (vi) Distributor has, or Reseller has caused Reseller to have, requested of Dellrequested, 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 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, cancel or otherwise discontinue the Customer Agreement and/or APEX Service for any reason other than its financial ability inability to pay; (x) 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. 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 Clauses 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 AgreementAgreement ; (ii) Distributor Reseller 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 Reseller has provided Dell prompt notice of every instance of Customer’s uncured failure to pay for the APEX Service and any or Related Service; (iv) Distributor Reseller has provided, or caused Reseller to have provided, 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 Reseller is current on all, and have has no outstanding overdue, payment obligations pursuant to under this Agreement; (vi) Distributor has, or Reseller has caused Reseller to have, requested of Dellrequested, 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 performance, under any agreement between Reseller and CustomerCustomer , (b) administrative or operational billing, invoicing and/or collections, and/or (c) Customer’s attempt or intent to terminate, cancel, cancel or otherwise discontinue the Customer Agreement and/or APEX Service for any reason other than its financial ability inability to pay; (x) 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;”