Common use of No Set-off by SemGroup Clause in Contracts

No Set-off by SemGroup. Executive’s right to receive when due the payments and other benefits provided for under this Agreement is absolute, unconditional and subject to no set-off, counterclaim, recoupment, or other claim, right or action that Company may have against Executive or others, except as expressly provided in this Section or as specifically otherwise provided in this Agreement. Notwithstanding the prior sentence, Company shall have the right to deduct any amounts outstanding on any loans or other extensions of credit to Executive from Company from Executive’s payments and other benefits (if any) provided for under this Agreement. Notwithstanding any provision of this Agreement to the contrary, Executive acknowledges that any incentive-based compensation paid to the Executive under this Agreement may be subject to recovery by Company under any clawback policy which Company may adopt from time to time, including, without limitation, any policy which Company may be required to adopt under Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the rules and regulations of the United States Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which SemGroup or its Affiliates’ common stock may be listed. The Executive agrees to promptly return any such incentive-based compensation which Company determines it is required to recover from the Executive under any such clawback policy. Time is of the essence in the performance by Company of its respective obligations under this Agreement.