Common use of No Mitigation; No Set-Off Clause in Contracts

No Mitigation; No Set-Off. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action (provided Employee enters into and does not rescind the general release provided in Section 3.4.3 and subject to the proviso in the succeeding sentence) which the Company may have against Employee or others, other than any action the Company may need to take pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002. In no event shall Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Employee obtains other employment; provided that the Company’s obligation under Section 3.4.3 and Section 4.2 with respect to medical and dental benefits shall be limited to the extent that Employee obtains any such medical or dental benefits from another employer during the benefit continuation period provided thereunder, in which case the Company may

No Mitigation; No Set-Off. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action (provided Employee enters into and does not rescind the general release provided in Section 3.4.3 and subject to the proviso in the succeeding sentence) which the Company may have against Employee or others, other than any action the Company may need to take pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002. In no event shall Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Employee obtains other employment; provided that the Company’s obligation under Section 3.4.3 and Section 4.2 with respect to medical and dental benefits shall be limited to the extent that Employee obtains any such medical or dental benefits from another employer during the benefit continuation period provided thereunder, in which case the Company maymay reduce the coverage of any medical and dental benefits it is required to provide Employee under Section 3.4.3 as long as the aggregate coverages of the combined benefits provided by the Company and such other employer are comparable to the benefits to be provided to Employee by the Company under Section 3.4.3. The provisions of this Section 4.5 shall survive the expiration or earlier termination of this Agreement for any reason.