Offset. To the maximum extent permitted under Section 409A of the Code and its corresponding regulations, if a Participant becomes entitled to a distribution of benefits under the Plan, and if at such time the Participant has outstanding any debt, obligation, or other liability representing an amount owing to the Corporation or any participating affiliate, then the Corporation may offset such amount owed to the Corporation or the participating affiliate against the amount of benefits otherwise distributable. Such determination shall be made by the Plan Administrator.

Offset. Whenever the Company is to pay any sum to any holder of Units or any Affiliate or related Person thereof, any amounts that such holder of Units or such Affiliate or related Person owes to the Company which are not the subject of a good faith dispute may be deducted from that sum before payment.

Offset. To the maximum extent permitted under Section 409A of the Code and its corresponding regulations, if a Participant becomes entitled to a distribution of benefits under the Plan, and if at such time the Participant has outstanding any debt, obligation, or other liability representing an amount owing to the Corporation or any participating affiliate, then the Corporation may offset such amount owed to the Corporation or the participating affiliate against the amount of benefits otherwise distributable. Such determination shall be made by the Plan Administrator.

Offset. This Note is being issued in connection with the Purchase Agreement, and is subject to # the right of Payor under [Section 2.8(e)(ii)] of the Purchase Agreement to set-off against the Note any amount due to Purchaser under [Section 2.8(e)(ii)] of the Purchase Agreement, and # the right of the Holder under [Section 7.6(e)] of the Purchase Agreement to set-offset against the Note the indemnification obligations of the Seller Parties under Article VII of the Purchase Agreement. Any amounts that are properly set-off against such liabilities in accordance with the terms of the Purchase Agreement shall be deemed paid and satisfied in full.

Offset. Any Severance or other payments or benefits made to you under this Agreement may be reduced, in the Company’s discretion, by any amounts you owe to the Company provided that any such offsets do not violate Code [Section 409A]. To the extent you receive severance or similar payments and/or benefits under any other Company plan, program, agreement, policy, practice, or the like, or under the WARN Act or similar state law, the payments and benefits due to you under this Agreement will be correspondingly reduced on a dollar-for-dollar basis (or vice-versa) in a manner that complies with Code [Section 409A].

Offset. [[Google:Organization]] may offset the Search Fees payable by Company under this Agreement against [[Google:Organization]]’s payment obligations to Company under this Agreement.

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 $5,000, 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. Any compensation paid to me under Section 8.E shall be reduced by any cash severance I receive from LogicBio, including pursuant to the terms of the Employment Agreement, during the Post Termination Non-Competition Period. Furthermore, in addition to any other remedies that may be available, any compensation paid to me under Section 8.E in excess of the cash severance paid to me pursuant to the Employment Agreement shall be reduced by any cash compensation I receive from another employer or other entity, whether as an employee, consultant or otherwise, should such employment, consultancy or other provision of service be in violation of Section 8.B of this Agreement. I agree promptly to respond to any reasonable inquiries concerning my professional activities. If the Company overpays, I promptly shall return any such overpayments to the Company and/or I hereby authorize the Company to deduct any such overpayments from future amounts. The Company will not seek to recover amounts that were already paid to me under this Agreement prior to the date that I began earning such compensation from a different employer or entity.

Offset. Subject to [Section 9.4], if a Buyer Indemnified Person has a right to payment that is actually due and payable from a Seller for an amount that has not been paid in cash within five (5) Business Days after written demand for such payment, then Buyer shall first recover such unpaid amount by a set-off against the Post-Closing Cash Payment Amount otherwise required to be paid by Buyer to such Seller until such time as such amount has been reduced to zero, and thereafter Buyer may recover any unpaid amount directly from such Seller.

Offset. Any compensation paid to me under Section 8.E shall be reduced by any cash severance I receive from LogicBio, including pursuant to the terms of any separation agreement, during the Post Termination Non-Competition Period. Furthermore, in addition to any other remedies that may be available, any compensation paid to me under Section 8.E in excess of the cash severance (if any) paid to me pursuant to a separation agreement shall be reduced by any cash compensation I receive from another employer or other entity, whether as an employee, consultant or otherwise, should such employment, consultancy or other provision of service be in violation of Section 8.B of this Agreement. I agree promptly to respond to any reasonable inquiries concerning my professional activities. If the Company overpays, I promptly shall return any such overpayments to the Company and/or I hereby authorize the Company to deduct any such overpayments from future amounts. The Company will not seek to recover amounts that were already paid to me under this Agreement prior to the date that I began earning such compensation from a different employer or entity.