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 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 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;” (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 pay;cure any non payment which exceeds 30 days from the payment due date; (d) names Dell 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 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 Orders under this Agreement; and, (h) meets all the requirements of Clause 2.1.C. above; and, (xi) 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. 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, 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, 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 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;” (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 pay;cure any non payment which exceeds 30 days from the payment due date; (d) names Dell 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 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 Orders under this Agreement; and, (h) meets all the requirements of Clause 2.1.C. above; and, (xi) 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. Given the risk accepted by Xxxx and the contractual structure, Reseller warrants that Dell will not pay any cost or additional price for the assignment of the Customer Agreement to Dell (assignment free of charge). In the event of Customer Bankruptcy including but not limited to insolvency proceedings over the assets of 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 C. instead of the Reseller or Customer. Furthermore, Xxxxxxxx agrees that Xxxx 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. 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 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;” (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 pay;cure any non payment which exceeds 30 days from the payment due date; (d) names Dell 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 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 Orders under this Agreement; and, (h) meets all the requirements of Clause 2.1.C. above; and, (xi) 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. 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 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;” (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 pay;cure any non payment which exceeds 30 days from the payment due date; (d) names Dell 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 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 Orders under this Agreement; and, (h) meets all the requirements of Clause 2.1.C. above; and, (xi) 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. Given the risk accepted by Dell and the contractual structure, Reseller 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 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.(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 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 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;” (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 pay;cure any non payment which exceeds 30 days from the payment due date; (d) names Dell 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 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 Orders under this Agreement; and, (h) meets all the requirements of Clause 2.1.C. above; and, (xi) 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. 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 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;” (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 pay;cure any non payment which exceeds 30 days from the payment due date; (d) names Dell 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 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 Orders under this Agreement; and, (h) meets all the requirements of Clause 2.1.C. above; and, (xi) 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. 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 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;” (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 pay;cure any non payment which exceeds 30 days from the payment due date; (d) names Dell 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 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 Orders under this Agreement; and, (h) meets all the requirements of Clause 2.1.C. above; and, (xi) 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. Reseller warrants that the assignment of the Customer Agreement will be free of charge for Dell. 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 Xxxx 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. 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 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;” (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 pay;cure any non payment which exceeds 30 days from the payment due date; (d) names Dell 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 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 Orders under this Agreement; and, (h) meets all the requirements of Clause 2.1.C. above; and, (xi) 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. 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).