Grouped Into 2 Collections of Similar Clauses From Business Contracts
This page contains Offset clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Offset. Notwithstanding anything to the contrary in this Agreement, 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 or as will be needed to satisfy any future payments you would need to make for continuing post-termination benefits; provided, however, that any such offsets do not violate Section 409A.
Offset. Notwithstanding anything to the contrary in this Agreement, any 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 or as will be needed to satisfy any future payments co-payments you would need to make for continuing post-termination benefits; provided, however, benefits, provided however that any such offsets do not violate Code Section 409A.
Offset. The Company will reduce the Executive's benefits under this Agreement by any statutory severance obligations or other contractual severance benefits, obligations for pay in lieu of notice, and any other similar benefits payable to the Executive by the Company (or any successor thereto) that are due in connection with the Executive's Qualifying Termination and that are in the same form as the benefits provided under this Agreement (e.g., equity award vesting credit). Without limitation, this redu...ction includes a reduction for any benefits required pursuant to (a) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act (the "WARN Act"), (b) a written employment, severance or equity award agreement with the Company, (c) any Company policy or practice providing for the Executive to remain on the payroll for a limited period of time after being given notice of termination, and (d) any required salary continuation, notice pay, statutory severance payment, or other payments either required by local law, or owed pursuant to a collective labor agreement, as a result of the termination of the Executive's employment. The benefits provided under this Agreement are intended to satisfy, to the greatest extent possible, and not to provide benefits duplicative of, any and all statutory, contractual and collective agreement obligations of the Company. Reductions may be applied on a retroactive basis, with benefits previously provided being recharacterized as benefits pursuant to the Company's statutory or other contractual obligations. If the Executive is indebted to the Company on the effective date of his Qualifying Termination, the Company reserves the right to offset the payment of any severance benefits under this Agreement by the amount of such indebtedness. Such offset will be made in accordance with all applicable laws. A-7 12. Miscellaneous Provisions. (a) No Duty to Mitigate. Except with respect to COBRA benefits, the Executive is not required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any compensation that the Executive may receive from any other source. (b) Amendment; Waiver. No provision of this Agreement will be amended, modified, waived or discharged unless the amendment, modification, waiver or discharge is agreed to in writing by the adversely affected party. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Whole Agreement. No agreements, representations or understandings (whether oral or written and whether express or implied) that are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof. This Agreement represents the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior arrangements and understandings regarding same, including the Prior Agreement. (d) Choice of Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of California as applied to agreements entered into among California residents to be performed entirely within California, without regard to conflict of laws rules. (e) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect. (f) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.View More
Offset. The Company will reduce the Executive's benefits under this Agreement by any statutory severance obligations or other contractual severance benefits, obligations for pay in lieu of notice, and any other similar benefits payable to the Executive by the Company (or any successor thereto) that are due in connection with the Executive's Qualifying Termination and that are in the same form as the benefits provided under this Agreement (e.g., equity award vesting credit). Without limitation, this redu...ction includes a reduction for any benefits required pursuant to (a) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act (the "WARN Act"), (b) a written employment, severance or equity award agreement with the Company, (c) any Company policy or practice providing for the Executive to remain on the payroll for a limited period of time after being given notice of termination, and (d) any required salary continuation, notice pay, statutory severance payment, or other payments either required by local law, or owed pursuant to a collective labor agreement, as a result of the termination of the Executive's employment. The benefits provided under this Agreement are intended to satisfy, to the greatest extent possible, and not to provide benefits duplicative of, any and all statutory, contractual and collective agreement obligations of the Company. Reductions may be applied on a retroactive basis, with benefits previously provided being recharacterized as benefits pursuant to the Company's statutory or other contractual obligations. If the Executive is indebted to the Company on the effective date of his Qualifying Termination, the Company reserves the right to offset the payment of any severance benefits under this Agreement by the amount of such indebtedness. Such offset will be made in accordance with all applicable laws. A-7 12. Miscellaneous Provisions. (a) No Duty to Mitigate. Except with respect to COBRA benefits, the Executive is not required to mitigate the amount of any payment contemplated by this Agreement, nor will any such payment be reduced by any compensation that the Executive may receive from any other source. (b) Amendment; Waiver. No provision of this Agreement will be amended, modified, waived or discharged unless the amendment, modification, waiver or discharge is agreed to in writing by the adversely affected party. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. (c) Whole Agreement. No agreements, representations or understandings (whether oral or written and whether express or implied) that are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof. This Agreement represents the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior arrangements and understandings regarding same, including the Prior Agreement. (d) Choice of Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of California as applied to agreements entered into among California residents to be performed entirely within California, without regard to conflict of laws rules. (e) Severability. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect. (f) Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.View More
