Common use of Set Off; No Mitigation Clause in Contracts

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreement.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. However, Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreementemployment or otherwise.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. ; provided, however, that in no event shall Executive shall not be required obligated to mitigate seek other employment or take any other action by way of mitigation of the amount of any payment provided for pursuant amounts payable to this Agreement by seeking other employment, taking into account the provisions of Executive under Section 9 7 of this Agreement.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-offset‑off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. ; provided, however, that in no event shall Executive shall not be required obligated to mitigate seek other employment or take any other action by way of mitigation of the amount of any payment provided for pursuant amounts payable to this Agreement by seeking other employment, taking into account the provisions of Executive under Section 9 7 of this Agreement.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be subject to set-off, counterclaim counterclaim, recoupment, defense, or recoupment of amounts owed by Executive to other claim, right or action that the Company or its affiliatesaffiliates may have against Executive to the extent such set-off or other action does not violate Section 409A of the Code. In no event shall Executive shall not be required obligated to mitigate seek other employment or take any other action by way of mitigation of the amount amounts payable to Executive under any of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreement.

Set Off; No Mitigation. The CompanyEmployer’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company Employer or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account employment and no amounts payable hereunder shall be reduced or offset due to any employment of the provisions of Section 9 of this AgreementExecutive.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreement.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-bona fide set off, counterclaim or recoupment in good faith of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreement.

Set Off; No Mitigation. The Company’s 's obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts monies owed by Executive to the Company or its affiliatesAffiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreement.

Set Off; No Mitigation. The Company’s obligation to pay or provide Executive the amounts provided payments and to make the arrangements provided hereunder benefits in accordance with Sections 3, 4, and 5 hereof shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company Company, its subsidiaries or its affiliatesdirect parent entities. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreementand such payments shall not be reduced by any compensation or benefits received from any subsequent employer, self-employment or other endeavor.

Set Off; No Mitigation. The Company’s 's obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. However, Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreementemployment or otherwise.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. The Company agrees that, if Executive’s employment is terminated hereunder, Executive shall not be required obligated to mitigate seek other employment in mitigation of the amount of amounts payable or arrangements made under any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of and such payments shall not be reduced by any compensation or benefits received from any subsequent employer or other endeavor, except as provided in Section 9 of this Agreement7(c)(ii)(C)(ii).

Set Off; No Mitigation. The Company’s 's obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreement.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 8(a)(i), (ii) and (iii) of this Agreement, and such payments shall not be reduced by any compensation or benefits received from any subsequent employer or other endeavor except as provided at Section 7(c)(iii)(D)(ii).

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of and such payments shall not be reduced by any compensation or benefits received from any subsequent employer or other endeavor, except as provided in Section 9 of this Agreement6(c)(ii)(D).

Set Off; No Mitigation. The Company’s Employer's obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company Employer or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account employment and no amounts payable hereunder shall be reduced or offset due to any employment of the provisions of Section 9 of this AgreementExecutive.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. ; provided, however, that in no event shall Executive shall not be required obligated to mitigate seek other employment or taken any other action by way of mitigation of the amount of any payment provided for pursuant amounts payable to this Agreement by seeking other employment, taking into account the provisions of Executive under Section 9 7 of this Agreement.

Set Off; No Mitigation. The CompanyEmployer’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company Employer or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account employment or otherwise and the provisions amount of Section 9 any payment provided for pursuant to this Agreement shall not be reduced by any compensation earned as a result of this AgreementExecutive’s other employment or otherwise.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall not be subject to set-offset‑off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliatessubsidiaries. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of and such payments shall not be reduced by any compensation or benefits received from any subsequent employer or other endeavor, except as provided in Section 9 of this Agreement6(c)(iii)(E).

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-set off, counterclaim counterclaim, or recoupment of amounts owed by Executive to the Company or its affiliates. ; provided, however, that in no event shall Executive shall not be required obligated to mitigate seek other employment or take any other action by way of mitigation of the amount of any payment provided for pursuant amounts payable to this Agreement by seeking other employment, taking into account the provisions of Executive under Section 9 8 of this Agreement.. (i)

Set Off; No Mitigation. The Company’s obligation to pay or provide Executive the amounts provided payments and to make the arrangements provided hereunder benefits in accordance with Sections 3, 4 and 5 hereof shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company Company, its subsidiaries or its affiliatesdirect parent entities. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreementand such payments shall not be reduced by any compensation or benefits received from any subsequent employer, self-employment or other endeavor.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. ; provided, however, that in no event shall Executive shall not be required obligated to mitigate seek other employment or take any other action by way of mitigation of the amount of any payment provided for pursuant amounts payable to this Agreement by seeking other employment, taking into account the provisions of Executive under Section 9 8 of this Agreement.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be subject to set-off, counterclaim counterclaim, recoupment, defense, or recoupment of amounts owed by other claim, right or action that the Company may have against Executive to the Company extent such set-off or its affiliatesother action does not violate Section 409A of the Code. In no event shall Executive shall not be required obligated to mitigate seek other employment or take any other action by way of mitigation of the amount amounts payable to Executive under any of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreement.

Set Off; No Mitigation. The Company’s obligation to pay the Executive the amounts provided and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Executive to the Company or its affiliates. The Executive shall not be required obligated to mitigate the amount of any payment provided for pursuant to this Agreement Salary Continuation Payments payable hereunder by seeking other employment, taking into account or otherwise, nor shall the provisions of Section 9 of this Agreementamounts payable to the Executive hereunder be reduced by compensation earned by the Executive by any subsequent employer.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided herein and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the any Company or its affiliatesGroup member. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreementand such payments shall not be reduced by any compensation or benefits received from any subsequent employer, self- employment or other endeavor.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall only be subject to set-off, counterclaim or recoupment of for bona fide and documented debts, personal expenses and other amounts owed by Executive to the Company or its affiliatesCompany, except to the extent such set off would result in a violation of Section 409A of the Code. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreementand such payments shall not be reduced by any compensation or benefits received from any subsequent employer or other endeavor.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 10 of this Agreement.

Set Off; No Mitigation. The Company’s 's obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. ; provided, however, that in no event shall Executive shall not be required obligated to mitigate seek other employment or take any other action by way of mitigation of the amount of any payment provided for pursuant amounts payable to this Agreement by seeking other employment, taking into account the provisions of Executive under Section 9 3 of this Agreement.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreementand such payments shall not be reduced by any compensation or benefits received from any subsequent employer or other endeavor.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements arrangement provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. ; provided, however, that in no event shall Executive shall not be required obligated to mitigate seek other employment or taken any other action by way of mitigation of the amount of any payment provided for pursuant amounts payable to this Agreement by seeking other employment, taking into account the provisions of Executive under Section 9 7 of this Agreement.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided herein and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the any Company or its affiliatesGroup member. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreementand such payments shall not be reduced by any compensation or benefits received from any subsequent employer, self-employment or other endeavor.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall only be subject to set-off, counterclaim or recoupment of for bona fide and documented debts, personal expenses and other amounts owed by Executive to the Company or its affiliatesexcept to the extent such set off would result in a violation of Section 409A of the Code. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreementand such payments shall not be reduced by any compensation or benefits received from any subsequent employer or other endeavor.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of undisputed amounts owed by Executive to the Company or its affiliates. The Company agrees that, if Executive’s employment is terminated hereunder, Executive shall not be required obligated to mitigate seek other employment in mitigation of the amount of amounts payable or arrangements made under any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 provision of this Agreement, and the obtaining of any such other employment shall in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of and such payments shall not be reduced by any compensation or benefits received from any subsequent employer or other endeavor, except as provided in Section 9 of this Agreement7(c)(iii)(D)(ii).

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates, except for the Promote Set-Off. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 of this Agreementand such payments shall not be reduced by any compensation or benefits received from any subsequent employer, self-employment or other endeavor.

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of Section 9 8(a)(i), (ii) and (iii) of this Agreement, and such payments shall not be reduced by any compensation or benefits received from any subsequent employer or other endeavor except as provided at Section 7(c)(iii)(E)(ii).

Set Off; No Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided hereunder shall be subject to set-off, counterclaim or recoupment of amounts owed by Executive to the Company or its affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment, taking into account the provisions of and such payments shall not be reduced by any compensation or benefits received from any subsequent employer or other endeavor except as provided at Section 9 of this Agreement7(c)(iii)(C)(ii).