Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Regulations [Section 1.704-1(b)(2)(ii)(d)(4)])], [Section 1.704-1(b)(2)(ii)(d)(5)])], or [Section 1.704-1(b)(2)(ii)(d)(6)])], items of Partnership income and gain shall be specially allocated to each such Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible, provided that an allocation pursuant to this [Section 7.3(C)] shall be made only if and to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for this Section 7 have been tentatively made, as if this [Section 7.3(C)] were not in the Agreement.

is intended to constitute a “qualified income offset” under [Section 1.704-1(b)(2)(ii)(d)])] of the Regulations and shall be interpreted consistently therewith.

Qualified. MTPC is a pharmaceutical company having the size and a position on the market adequate to Commercialize the Product and it and its Affiliates have the necessary qualified and experienced personnel to Develop and Commercialize the Product in the Territory in accordance with the terms of this Agreement.

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.

Offset. Notwithstanding the provisions of this Section II, the Company’s obligation to make the severance payments and benefits described herein shall be reduced by any amounts owed by Executive [[Organization A:Organization]] and its Affiliates; provided, however, that offsets of amounts owed by Executive that are nonqualified deferred compensation (within the meaning of [Section 409A]) shall only be made in accordance with Section 409A.

Offset. Notwithstanding anything contained herein to the contrary, the Company, in its sole and absolute discretion, may offset from the payment or payments otherwise to be made to any Participant of any benefit hereunder, an amount equal to any indebtedness or liability to the Company by such Participant existing at the time of such distribution, including, without limitation, any amount arising out of conversion or wrongful misappropriation of Company property by such Participant, to the extent permitted under Treas. Reg. § 1.409A-3(j)(4)(xiii).

Offset. Any existing or future right of offset, claim or defense of Borrower, any other Loan Party or Guarantor against Administrative Agent, or any other party, or against payment of the Guaranteed Obligations, whether such right of offset, claim or defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations) or otherwise, other than payment of the Guaranteed Obligations.

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. 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. 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.