Common use of Event of Assignment Clause in Contracts

Event of Assignment. The Customer Agreement shall be assigned from Reseller to Dell if an Event of Default pursuant to Section 6.3.A.(c)(iii) (“Material Decline in Financial Condition of Customer”) occurs in regard to the Customer that is party to the Customer Agreement, and only if all the requirements of this Clause 6.3.C. have been met. Upon such assignment of the Customer Agreement: (i) You shall have no, and shall ensure that Reseller has no, rights in any amounts Dell receives or recovers from the Customer; (ii) Dell will excuse You from Your obligation to pay the APEX Service fees for the remainder of the Subscription Term and, by notice in writing to You, Dell will declare immediately due and payable, and You shall be obliged to pay immediately, all past due APEX Service fees and other past due amounts; (iii) Dell may, in its sole discretion, declare payable, and in such case You shall be obligated to pay within the time period designated by Dell, any or all rebates, as determined by Dell, You receive from Dell related to Your sale of the APEX Service to the Reseller; and (iv) You shall, and will ensure that Reseller shall, cooperate with Dell and provide all necessary assistance in Dell’s efforts to both collect the fees owed by Customer and repossess equipment. For clarification, the parties agree that, as Xxxxxxxx’s assignee of the Customer Agreement, Dell is not responsible for any of Reseller’s payment or any other obligation to You under the Reseller Agreement.

Event of Assignment. The Customer Agreement shall be assigned from Reseller to Dell if an Event of Default pursuant to Section 6.3.A.(c)(iii) (“Material Decline in Financial Condition of Customer”) occurs in regard to the Customer that is party to the Customer Agreement, and only if all the requirements of this Clause 6.3.C. have been met. Upon such assignment of the Customer Agreement: (i) You shall have no, and shall ensure that Reseller has no, rights in any amounts Dell receives or recovers from the Customer; (ii) Dell will excuse You from Your obligation to pay the APEX Service fees for the remainder of the Subscription Term and, by notice in writing to You, Dell will declare immediately due and payable, and You shall be obliged to pay immediately, all past due APEX Service fees and other past due amounts; (iii) Dell may, in its sole discretion, declare payable, and in such case You shall be obligated to pay within the time period designated by Dell, any or all rebates, as determined by Dell, You receive from Dell related to Your sale of the APEX Service to the Reseller; and (iv) You shall, and will ensure that Reseller shall, cooperate with Dell and provide all necessary assistance in Dell’s efforts to both collect the fees owed by Customer and repossess equipment. For clarification, the parties agree that, as XxxxxxxxReseller’s assignee of the Customer Agreement, Dell is not responsible for any of Reseller’s payment or any other obligation to You under the Reseller Agreement.