No Mitigation; No Offset. In the event of any termination of employment under this [Section 4], Executive shall be under no obligation to seek other employment, and except as provided in [Section 4(d)(iii)] or [Section 4(f)(iii)], she shall have no obligation to offset or repay any payments she receives under this Agreement by any payments she receives from a subsequent employer; provided, however, that (without limiting any rights of the Company for any breach of this Agreement under law, equity or otherwise), if Executive violates any provision of [Section 6], any obligation of Employer to make payments to Executive under [Section 4] of this Agreement (other than the Accrued Benefits) shall immediately cease.

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.

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.

Except as otherwise provided in this Agreement, in the event of any termination of the Executive’s employment, the Executive shall not be required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive pursuant to this Agreement. Except as specifically provided in the last sentence of [Section 4.1] of this Agreement, the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned by the Executive or benefit provided to the Executive as the result of employment by another employer or otherwise. Except as specifically provided in the last sentence of [Section 4.1] of this Agreement, the amounts payable under this Agreement shall not be subject to set-off, counterclaim, recoupment, defense or other right that the Companies may have against the Executive.

No Offset or Mitigation. Except for such monies due and owing DeVry Group, if Executive’s employment with DeVry Group is terminated for any reason, DeVry Group 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 DeVry Group to Executive.

Offset. The amount of payments provided in paragraph 11 in respect of the period that begins one (1) year after the termination of your employment shall be reduced by any compensation, excluding compensation for continued service on any board of directors for which you were serving prior to your separation date, for services earned by you (including as an independent consultant or independent contractor) from any source in respect of the period that begins one (1) year after the termination of your employment and ends when the Company is no longer required to make payments pursuant to paragraph 11 (the “Offset Period”), including, without limitation, salary, sign-on or annual bonus, consulting fees, commission payments and any amounts the payment of which is deferred at your election, or with your consent, until after the expiration of the Offset Period; provided that, if the Company in its reasonable discretion determines that any grant of long-term compensation is made in substitution of the aforementioned payments, such payments shall be further reduced by the value on the date of grant, as reasonably determined by the Company, of such long-term compensation you receive. You agree to promptly notify the Company of any arrangements during the Offset Period in which you earn compensation for services and to cooperate fully with the Company in determining the amount of any such reduction.

Offset. A payment may be accelerated in the Employer’s discretion as satisfaction of a debt of the Participant to the Employer, where such debt is incurred in the ordinary course of the service relationship between the Participant and the Employer, the entire amount of the reduction in any of the Employer’s taxable years does not exceed ​, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

Offset. The Corporation may deduct from amounts otherwise payable under this Award all amounts owed by the Grantee to the Corporation and its affiliates to the maximum extent permitted by applicable law.

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].

Mitigation. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and except as provided in [[Sections 5.2(c) and 5.4(c)])]])] (with respect to medical insurance continuation), any amounts payable pursuant to this [Section 5] shall not be reduced by compensation Executive earns on account of employment with another employer.

Mitigation. In no event shall ​ be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to him under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not ​ obtains other employment.

No payment shall be subject to offset by any other payment unless otherwise permitted by [Section 409A].

No Mitigation. A Participant is not required to seek other employment or to attempt in any way to reduce any amounts otherwise payable to a Participant under this Policy.

Section # Mitigation and Offset. An Employee shall not be required to mitigate the amount of any payment provided for in this Article by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Article be reduced by any compensation earned by the Employee as the result of employment by another employer.

No Transfer; No Inconsistent Arrangements. Except as provided hereunder or under the Merger Agreement, from and after the date hereof and until this Agreement is validly terminated in accordance with [Section 5.2], such Stockholder shall not, directly or indirectly, # create or permit to exist any Lien, other than Permitted Liens, on any of such Stockholder’s Subject Shares, # transfer, sell (including short sell), assign, gift, hedge, pledge, grant a participation interest in, hypothecate or otherwise dispose of, or enter into any derivative arrangement with respect to (collectively, “Transfer”), any of such Stockholder’s Subject Shares, or any right or interest therein (or consent to any of the foregoing), # enter into any Contract with respect to any Transfer of such Stockholder’s Subject Shares or any interest therein, # grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any such Stockholder’s Subject Shares, # deposit or permit the deposit of any of such Stockholder’s Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of such Stockholder’s Subject Shares, # take or permit any other action that would reasonably be expected to prevent or materially delay or materially impair such Stockholder’s ability to timely perform its obligations or the consummation by such Stockholder of the transactions contemplated by this Agreement, or # take or permit any other action that would otherwise make any representation or warranty of such Stockholder herein untrue or incorrect. Any action taken in violation of the foregoing sentence shall be null and void ab initio. Each Stockholder hereby authorizes Parent to direct the Company to impose stop orders to prevent the Transfer of any Subject Shares on the books of the Company in violation of this Agreement. Notwithstanding the foregoing, each Stockholder may Transfer Subject Shares to # any Affiliate of such Stockholder; # to any charitable foundation or organization, including donor advised funds; or # to the extent required by any non-consensual Judgement, by divorce decree or by will, intestacy or other similar applicable Law; provided, in each case, that such Transfer shall be permitted only if all of the representations and warranties in this Agreement with respect to such Stockholder would be true and correct at the time of such Transfer and the transferee shall have executed and delivered to Parent and Merger Sub a counterpart to this Agreement pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such Person shall constitute a Stockholder for all purposes of this Agreement. If any involuntary Transfer of any of such Stockholder’s Subject Shares shall occur (including, but not limited to, a sale by such Stockholder’s trustee in any bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until valid termination of this Agreement in accordance with [Section 5.2]. Each Stockholder agrees that he, she or it shall not, and shall cause each of his, her or its Affiliates not to, become a member of a “group” (as defined under Section 13(d) of the Exchange Act) for the purpose of taking any actions inconsistent with the transactions contemplated by this Agreement or the Merger Agreement. Notwithstanding the foregoing, such Stockholder may make Transfers of his, her or its Subject Shares as Parent may agree in writing in its sole discretion.