Order of Recovery. The Buyer Indemnitees shall recover any Adverse Consequences for which they are entitled to indemnification from Sellers under this ARTICLE 6

Order of Reduction. The Total Payments shall be reduced in the following order: # reduction on a pro-rata basis of any cash severance payments that are exempt from Section 409A of the Code ("[Section 409A]"), # reduction on a pro-rata basis of any non-cash severance payments or benefits that are exempt from [Section 409A], # reduction on a pro-rata basis of any other payments or benefits that are exempt from [Section 409A], and # reduction of any payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner that complies with Section 409A; provided, in case of clauses (ii), (iii) and (iv), that reduction of any payments attributable to the acceleration of vesting of Company equity awards shall be first applied to Company equity awards that would otherwise vest last in time.

Order of Reduction. The Total Payments shall be reduced in the following order: # reduction on a pro-rata basis of any cash severance payments that are exempt from Section 409A of the Code (“[Section 409A]”), # reduction on a pro-rata basis of any non-cash severance payments or benefits that are exempt from [Section 409A], # reduction on a pro-rata basis of any other payments or benefits that are exempt from [Section 409A], and # reduction of any payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner that complies with Section 409A; provided, in case of clauses (ii), (iii) and (iv), that reduction of any payments attributable to the acceleration of vesting of the Initial Option, the Subsequent Option, or any other Company equity awards shall be first applied to Company equity awards that would otherwise vest last in time.

Order of Precedence. The Services shall be governed by the terms and conditions of this MSA, the applicable PSA, and any applicable Quality Agreement. In the event of a conflict between a Quality Agreement and either any provision of this MSA or any PSA, the MSA or PSA, respectively, shall control except with respect to Product quality terms, in which case, the Quality Agreement will control. In the event of a conflict between any provision of this MSA and the PSA, this MSA shall control, provided that the PSA shall control solely to the extent the PSA expressly states the Parties’ intent to control as to a specific provision.

Order of Reduction. The Total Payments shall be reduced in the following order: # reduction on a pro-rata basis of any cash severance payments that are exempt from Section 409A of the Code ("[Section 409A]"), # reduction on a pro-rata basis of any non-cash severance payments or benefits that are exempt from [Section 409A], # reduction on a pro-rata basis of any other payments or benefits that are exempt from [Section 409A], and # reduction of any payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner that complies with Section 409A; provided, in case of clauses (ii), (iii) and (iv), that reduction of any payments attributable to the acceleration of vesting of Company equity awards shall be first applied to Company equity awards that would otherwise vest last in time.

Order of Reduction. The Total Payments shall be reduced in the following order: # reduction on a pro-rata basis of any cash severance payments that are exempt from Section 409A of the Code ("[Section 409A]"), # reduction on a pro-rata basis of any non-cash severance payments or benefits that are exempt from [Section 409A], # reduction on a pro-rata basis of any other payments or benefits that are exempt from [Section 409A], and # reduction of any payments or benefits otherwise payable to Executive on a pro-rata basis or such other manner that complies with Section 409A; provided, in case of clauses (ii), (iii) and (iv), that reduction of any payments attributable to the acceleration of vesting of Company equity awards shall be first applied to Company equity awards that would otherwise vest last in time.

Order of Reduction. The Covered Payments shall be reduced in a manner that maximizes your economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.

Order of Reduction of Payments. In the event that Section 4.1 applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced by the Company in the following order: # payments and benefits due under Article III (if necessary, to zero) in such order with amounts that are payable last reduced first; provided, however, that, in all events such payments which are not subject to Section 409A shall be reduced first; # payments and benefits due in respect of any options to purchase shares of common stock of the Company shall be reduced second; # payments and benefits due in respect of any fully valued equity (i.e., restricted shares of common stock, performance share units, or restricted stock units of the Company) for which an election under Section 83(b) of the Code has not been made shall be reduced third, and # payments and benefits due in respect of any fully valued equity (i.e., restricted shares of common stock or restricted stock units of the Company) for which an election under Section 83(b) of the Code has been made shall be reduced fourth. Notwithstanding anything to the contrary herein, any such reduction shall be structured in a manner intended to comply with Section 409A.

The following order of precedence shall apply in the event of an inconsistency within Buyer’s Order and its related documents, as applicable: # this Agreement, # the Statement of Work or Scope of Services, if any, # Buyer’s Order, # the Specification.

Order of Precedence. If a conflict occurs between this Agreement and any Exhibit to this Agreement, the terms of this Agreement will prevail to the extent necessary to resolve the conflict.