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 Offset or Mitigation. Except for such monies due and owing ​, if Executive’s employment with ​ is terminated for any reason, ​ 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 ​ 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 parties acknowledge and agree that the Transition Inventory Markup shall be offset against the Earned Royalties payable by ​ to LS&Co. in the First Annual Period under the Agreement ​.

Offset. The 20​ Bonus shall be reduced by the amount, if any, that you receive with respect to the 20​ plan year under the Company’s Annual Incentive Plan. For the sake of clarity, if your payout under the Annual Incentive Plan for 20​ is greater than or equal to the 20​ Bonus, then no 20​ Bonus shall be due under this Agreement.

Offset. At the time any amount would otherwise become due to Executive pursuant to this [Section 5], the Company may offset from any payment payable to Executive any amounts Executive owes to any member of the Company Group. Any amounts owed to Executive hereunder that constitute “non-qualified deferred compensation” (within the meaning of Code Section 409A(d)(1)) shall be subject to the offset in this [Section 5(g)] only if such offset is applied in a manner that does not violate Code Section 409A or other applicable law.

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.