Benefits Continuation and No Mitigation. The Employee shall not be required to mitigate the amount of any payments provided for in this section by seeking other employment or otherwise, nor shall the amount of any payment provided for in this section be reduced by any compensation earned by the Employee as the result of employment by another employer after the date of termination, or otherwise. Notwithstanding the forgoing, the Employee is required to report to the Company if he/she obtains replacement benefits coverage through new employment during any period of benefits continuation contemplated by this [Article 4] and benefits coverage by the Company will cease effective the date the Employee receives such new coverage and the Employee will not be entitled to any payment in respect of benefits coverage from the Company in respect of any notice period or severance payment contemplated in this [Article 4].

Benefits Continuation. Your existing elections in all Company-sponsored life, medical, and dental insurance benefit plans will continue during the Installments Period; provided that such continued participation shall be subject to: # the terms of those plans (which, for the sake of clarity, permit a former employee to continue coverage during the Installments Period), # such continued participation being permitted by applicable law and not otherwise prohibited under such plans, as determined by the Company and # the Company continuing to offer such plans to similarly situated active employees of the Company and similarly situated active employees continuing to be eligible to participate in or accrue benefits under such plans and programs. Such continued participation will be provided at the “active employee rates,” and your portion of the applicable premium payments will be automatically deducted from your Separation Pay checks during the Installments Period. Your benefits under the 401(k) Savings and Profit Sharing Plan of ​ and Its Subsidiaries and the ​ 401(k) Savings and Profit Sharing Plan Supplement shall be governed by the terms of such plans. You will also continue to be eligible for financial planning services from Goldman Sachs Ayco Personal Financial Management for up to one year after the Termination Date, paid for by the Company up to a maximum of ​ (you will be responsible for any taxes on imputed income).

Benefits Continuation. Subject to the Employee signing and not revoking a release of claims in a form prescribed by the Corporation and the Employee remaining in strict compliance with the terms of this Agreement and any other written agreements between the Corporation and the Employee, the Corporation will pay the employer portion of the Employee’s COBRA premiums for health and dental insurance coverage under the Corporation’s group health and dental insurance plans for the same period of time the Employee remains eligible to receive the Severance Payment installments under [Section 6(b)(iii)] (up to a maximum of twelve (12) months), provided the Employee timely elects COBRA coverage. Notwithstanding the foregoing, the Corporation will discontinue COBRA premium payments if, and at such time as, the Employee # is eligible to be covered under the health and/or dental insurance policy of a new employer, # ceases to participate, for whatever reason, in the Corporation’s group insurance plans, or # ceases to be eligible to receive the Severance Payment installments under [Section 6(b)(iii)].

No Mitigation. In no event shall the Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and, except as set forth herein, such amounts shall not be subject to offset or otherwise reduced whether or not the Executive obtains other employment. The Company’s obligation to make any payment pursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or other right that the Company have against the Executive for any reason; provided that the Company may cease making the payments or providing the benefits, in each case, under [Section 4] if Executive materially violates the provisions of [Sections 5 through 8] and, if curable, does not cure such violation within fifteen (15) days after written notice from the Company.

No Mitigation. The Company agrees that, if Employee's employment hereunder is terminated during the Employment Term, Employee is not required to seek other employment or to attempt in any way to reduce any amounts payable to Employee by the Company hereunder. Further, the amount of any payment or benefit provided for hereunder (other than pursuant to ​ hereof) shall not be reduced by any compensation earned by Employee as the result of employment by another employer, by retirement benefits or otherwise.

No Mitigation. The Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this [Section 6], nor shall any such payment or benefit be reduced by any earnings or benefits that the Executive may receive from any other source.

Continuation. Except as specifically amended hereby, the Omnibus Plan shall continue in full force and effect.

No Mitigation; Generally No Offset. The Company agrees that, if Executive's employment is terminated, Executive is not required ​ seek other employment or ​ attempt in any way ​ reduce any amounts payable ​ Executive by the Company pursuant ​ [Article 3]. Further, the amount of any payment or benefit provided for in [Article 4] (other than as provided in [[Sections 3.03(a) and 4.01(b)])]])]) shall not be reduced by any compensation earned by Executive as the result of employment by another employer, by retirement benefits, by offset against any amount claimed ​ be owed by Executive ​ the Company or any of its subsidiaries, or otherwise.

Continuation of Compensation and Benefits. For a one (1)-year period following the Closing, Buyer shall provide, or shall cause to be provided, compensation (including salary, cash bonus, commissions and other incentives) and benefits to each Continuing Employee that are substantially comparable, in the aggregate, to the compensation and benefits provided to similarly situated employees of Buyer during such period; provided that the annual base pay provided to each Continuing Employee during such one (1)-year period shall be no less than the annual base pay provided by Seller to such Continuing Employee immediately prior to the Closing. Neither Buyer nor any of its Affiliates shall have any responsibility for any bonuses or incentive payments payable under the Seller Benefit Plans or payable with respect to any period prior to the Closing.

No Offset or Mitigation. Except for such monies due and owing Adtalem, if Executive’s employment with Adtalem is terminated for any reason, Adtalem will have no right of offset, nor will Executive be under any duty or obligation to seek alternative or substitute employment at any time after the effective date of such termination or otherwise mitigate any amounts payable by Adtalem to Executive.