The Parties agree that these terms and conditions of sale specified by this Addendum A (these “Conditions”) apply only to the sale of [***] Products under the Agreement to which this Addendum A is attached and is not applicable to or intended to set precedent with respect to the sale of other Intel Products or services. All references to specific sections are to specific sections within this Addendum, unless otherwise specifically noted. In the event of a conflict between this Addendum and the Agreement, the order of precedence shall be as set forth in section 5.14 (Order of Precedence) of the Agreement For the purposes of this Addendum A, all references to “Products” will mean only [***] Products as defined in the Agreement.
“2.4 Order of Precedence. Except as otherwise expressly set forth in an Exhibit, in the event and to the extent of any conflict or inconsistency between the main body of this Agreement and any of the Exhibits or Appendix 1, the main body shall control and prevail. In case of any conflict between any of the Exhibits and Appendix 1, the Exhibit(s) shall control and prevail. In the event that one or more line item(s) of Appendix 1 that should be included within the main body of this Agreement and/or any of the Exhibits is omitted, the appropriate provision(s) of the main body of this Agreement and/or the Exhibits shall be adjusted to incorporate such omission(s) as mutually agreed. In such case and prior to the adjustment to the provisions of the main body of this Agreement and/or the Exhibits, Appendix 1 will be used by the Parties to define the subject contractual requirement(s).”
Seller’s acceptance of this Agreement shall constitute Seller’s agreement to comply with the terms and conditions and clauses set forth in this Agreement for all Purchase Orders submitted under this Agreement. The Terms and Conditions and applicable documents below are set forth in an order of precedence. In case of an ambiguity or inconsistency between any of the documents, the higher listed document shall take precedence over the lower listed document. However,
By submitting an order, Customer accepts and agrees that the Terms and Conditions referenced in this Quotation(as set forth in the section VII herein (Terms and Conditions ) is the sole and exclusive agreement between Customer and Illumina with respect to the Illumina products and/or services as described above and accepts all other terms of this quotation. NOTWITHSTANDING THE FOREGOING, IF ILLUMINA AND CUSTOMER HAVE ENTERED INTO A VALID AND ENFORCEABLE AGREEMENT GOVERNING THE ILLUMINA PRODUCTS AND/OR SERVICES DESCRIBED ABOVE, THE ORDER OF PRECEDENCE BETWEEN THE AGREEMENT AND THE TERMS AND CONDITIONS SHALL BE AS FOLLOWS: IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THE AGREEMENT AND THE TERMS AND CONDITIONS, OR IF THE AGREEMENT INCLUDES ADDITIONAL TERMS NOT ADDRESSED IN THE TERMS AND CONDITIONS, THE AGREEMENT SHALL GOVERN WITH RESPECT TO SUCH TERMS. Illumina does not supply plastics such as microplates or pipette tips for use in the listed assays and these are not included in the consumables pricing provided; however, as a result of the highly multiplexed nature of all assays, plastics alone contribute minimally to the final cost.
By submitting an order, Customer accepts and agrees that the Terms and Conditions is the sole and exclusive agreement between Customer and Illumina with respect to the Illumina products and/or services as described above and accepts all other terms of this quotation. NOTWITHSTANDING THE FOREGOING, IF ILLUMINA AND CUSTOMER HAVE ENTERED INTO A VALID AND ENFORCEABLE AGREEMENT GOVERNING THE ILLUMINA PRODUCTS AND/OR SERVICES DESCRIBED ABOVE, THE ORDER OF PRECEDENCE BETWEEN THE AGREEMENT AND THE TERMS AND CONDITIONS SHALL BE AS FOLLOWS: IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THE AGREEMENT AND THE TERMS AND CONDITIONS, OR IF THE AGREEMENT INCLUDES ADDITIONAL TERMS NOT ADDRESSED IN THE TERMS AND CONDITIONS, THE AGREEMENT SHALL GOVERN WITH RESPECT TO SUCH TERMS. Illumina does not supply plastics such as microplates or pipette tips for use in the listed assays and these are not included in the consumables pricing provided; however, as a result of the highly multiplexed nature of all assays, plastics alone contribute minimally to the final cost. Customer and Illumina agree as follows: • Customer’s purchase of the products referenced in this Quotation is not conditioned on future performance characteristics or applications, whether or not realized. • Unless otherwise agreed by Illumina in writing, Illumina will not assist Customer in developing, testing, or validating unsupported applications. • Illumina will not replace any consumables or reagent kits if the cause of any performance failure is due to unsupported applications. • Illumina is unable to provide any assurances or guarantee that the performance of the products referenced in this Quotation will match published specifications when used for unsupported applications.
Section 1.34, such services shall be separately agreed to by the Parties on such executed Work Order and invoiced separately by APCETH to BBB. Such executed Work Orders (whether covering the manufacture of Product or otherwise) are essential parts of this Agreement and incorporated herein by reference. The Schedules attached to this Agreement are essential parts of this Agreement and incorporated herein by reference. In the event of contradictions or inconsistencies between this Agreement, its Schedules, including the applicable Quality Agreement, or any Work Order, the following order of precedence applies: (a) the main part of this Agreement, (b) the applicable Quality Agreement (including its attachments and references), (c) the applicable Work Order, and (d) the other Schedules; provided, however, the Quality Agreement shall prevail over the main part of this Agreement in matters of determining the Specifications and other quality or process requirements applicable to Product or its manufacture.
“If the employment of the Executive is terminated by the Company without Cause or by the Executive for Good Reason, the Company will pay the Executive 1.75 times the sum of (A) his base salary pursuant to Section 2(a) hereof, plus (B) an amount equal to the average annual Bonus paid to the Executive by the Company or the Parent for the three most recently completed calendar years prior to termination of employment; provided, however, that if the Executive’s termination of employment occurs before the Bonus, if any, for the most recently completed calendar year is payable, then the averaging will be determined by reference to the three most recently completed calendar years before that calendar year. Such amount shall be paid in substantially equal installments not less frequently than twice per month over the twenty-one (21) month period commencing as of the date of termination of employment, provided that the first payment shall be made sixty (60) days following termination of employment and shall include all payments accrued from the date of termination of employment to the date of the first payment; provided, however, if the Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code, as amended (the “Code”), at the date of his termination of employment then, to the extent required to avoid a tax under Code Section 409A, payments which would otherwise have been made during the first six (6) months after termination of employment shall be withheld and paid to the Executive during the seventh month following the date of his termination of employment. Notwithstanding the foregoing, if the total payments to be paid to the Executive hereunder, along with any other payments to the Executive, would result in the Executive being subject to the excise tax imposed by Code Section 4999, the Company shall reduce the aggregate payments to the largest amount which can be paid to the Executive without triggering the excise tax, but only if and to the extent that such reduction would result in the Executive retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax payments to be received by the Executive will be made by the Company after consultation with its advisors and in material compliance with applicable law. For this purpose, the parties agree that the payments provided for in this Section 3(c) (i) are intended to be reasonable compensation for refraining from performing services after termination of employment (i.e, the Executive’s obligations pursuant to Sections 4, 5 and 6) to the maximum extent possible, and if necessary or desirable, the Company will retain a valuator or consultant to determine the amount constituting reasonable compensation. If payments are to be reduced, to the extent permissible under Code Section 4999, payments will be reduced in a manner that maximizes the after-tax economic benefit to the Executive and to the extent consistent with that objective, in the following order of precedence: (A) first, payments will be reduced in order of those with the highest ratio of value for purposes of the calculation of the parachute payment to projected actual taxable compensation to those with the lowest such ratio, (B) second, cash payments will be reduced before non-cash payments, and (C) third, payments to be made latest in time will be reduced first. Any reduction will be made in a manner that is intended to avoid a tax being incurred under Code Section 409A.”
Effective October 22, 2015, NeoGenomics, Inc. (the “Company”) amended its bylaws to (a) modify Section 2.2 therein to increase the authorized number of directors from eight (8) to ten (10) members, (b) add a new Article X therein entitled “Acquisition of Controlling Interest” in order for the Company to opt out of certain provisions of Nevada law pertaining to the acquisition of a controlling interest (currently set forth in NRS 78.378 to 78.3793, inclusive) and (c) add a paragraph to new Article XII (formerly Article XI) therein entitled “Interpretation” to state that Nevada law and the Company’s Articles of Incorporation (in that order of precedence) will and in all respects be considered senior and superior to the bylaws, with any inconsistency or conflict to be resolved in favor of Nevada law and the Company’s Articles of Incorporation (in that order of precedence), and with the bylaws to be deemed automatically amended from time to time to eliminate any inconsistency which may then exist. The text of each of the aforementioned amended provisions are filed herewith as Exhibit 3.1.
4. ENTIRE AGREEMENT; INCORPORATION OF PLAN. This Agreement is subject to the terms and conditions of the Plan. This Agreement, Grantee’s Employment Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect to this Agreement. In the event of any inconsistency between the provisions of this Agreement, Grantee’s Employment Agreement and the Plan, the order of precedence shall be as follows: (1) Grantee’s Employment Agreement; (2) the Plan; and (3) this Agreement. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise in this Agreement, have the right to determine any questions which arise in connection with the grant of the Restricted Shares. Grantee acknowledges the receipt of a copy of the Plan which is hereby incorporated herein by reference along with a copy of the Prospectus relating thereto, in each case prior to the execution of this Agreement.
Except as modified and/or amended herein, all of the terms, covenants and conditions contained in the Agreement shall remain unchanged and in full force and effect. The term “Agreement”, as used in the Agreement, and all other instruments and agreements executed thereunder, shall for all purposes refer to the Agreement as amended by this Amendment. This Amendment may be executed in counterpart, each of which shall be deemed to be an original, and such counterparts together shall constitute one instrument. In the event of a conflict among the terms and conditions of this Amendment, and the Agreement, the following order of precedence shall prevail:
This Plan and the Company’s other cash or equity incentive compensation plans, employee benefit plans or programs, the Company’s 2006 Equity Incentive Plan and any successor thereto (the “Equity Plan”) and the agreements issued thereunder and any employment or severance agreement that covers the participant (collectively, “Benefit Plans”) shall be construed in a consistent manner. In the event of conflict between the terms and conditions of this Plan and any of the Benefit Plans as they relate to the participant and any particular payment or Award hereunder, the order of precedence shall be as follows: (i) any Benefit Plan that constitutes an employment or severance agreement; (ii) this Plan; (iii) any other Benefit Plan that constitutes an annual or long term incentive plan; (iv) the Equity Plan; and (v) any agreement issued under the Equity Plan; provided, however, that no effect shall be given to any provision of this Plan that conflicts with any provision of the Equity Plan if and to the extent that such conflicting provision could not have been approved by the Company’s Board of Directors as an amendment to the Equity Plan pursuant to Section 14(a) of the 2006 Equity Incentive Plan (or any corresponding provision of any successor Equity Plan) without stockholder approval or the consent of the relevant participant, unless and until such approval or consent has been obtained.
“We have selected Bechtel as our EPC contractor for our next LNG export project being developed near Corpus Christi, Texas. Bechtel has an extensive track record in building some of the largest LNG export production facilities in the world and is the EPC contractor on our LNG export project at the Sabine Pass LNG terminal. Bechtel built our existing regasification facilities at the Sabine Pass LNG terminal on time and on budget and is ahead of schedule on the four LNG trains currently under construction,” said Charif Souki, Chairman and CEO. “Our Corpus Christi Liquefaction Project is now fourth on the U.S. DOE’s order of precedence for non-FTA LNG export approvals and is waiting to receive a FERC scheduling notice. We recently announced the first LNG sale and purchase agreement for the Corpus Christi Liquefaction Project with Pertamina for approximately 0.8 mtpa and expect to enter into additional SPAs in due course. We expect to reach FID for the Corpus Christi Liquefaction Project in 2014.”
As a result of the large number of individual documents submitted (the EAC Application, a Addendum to the Application; a Review Response Report Rev 1; a Review Response Report Rev 2; a 3rd Party Review Response Report and a 3rd Party Review Response Report Addendum), the Company prepared an Application Information Key (“AIK”). The AIK’s purpose was to assist the Reviewers by identifying the order of precedence of the various documents submitted. Effectively, the order of precedence addresses any potential differences between documents, such as variations in results or assessments, by identifying the more current documents that take precedence over prior documents. The AIK summarizes the primary change from the EAC Application of September 2009. For your information, we have made the AIK available on our reports section of the company’s website.
As a result of the large number of individual documents submitted, the Company prepared an Application Information Key (“AIK”). The AIK’s purpose was to assist the Reviewers by identifying the order of precedence of the various documents submitted. Effectively, the order of precedence addresses any potential differences between documents, such as variations in results or assessments, by identifying the more current documents that take precedence over prior documents. The AIK summarizes the primary change from the EAC Application of September 2009.
(i) Organization. At each meeting of the Board of Directors, one of the following shall act as chairman of the meeting and preside thereat, in the following order of precedence: (a) the Chairman of the Board of Directors or (b) any director chosen by a majority of the directors present thereat. The Secretary or, in case of his or her absence, any person (who shall be an Assistant Secretary, if an Assistant Secretary shall be present thereat) whom the chairman shall appoint, shall act as secretary of such meeting and keep the minutes thereof.
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