Earnout Consideration. In addition to the Closing Purchase Price, if the earnout performance milestones (each an "Earnout Milestone" and collectively the "Earnout Milestones") set forth below in Section 1.6(b) are satisfied, Seller shall receive, subject to the terms and conditions of this Agreement, additional consideration (the "Earnout Consideration") as set forth below in Section 1.6(b). Notwithstanding anything to the contrary in this Agreement, Buyer shall have a right to offset against the Earnout Consideration in order to secure Seller's indemnification obligations under ARTICLE VI.
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Earnout Consideration. In addition to the Closing Purchase Price, if the earnout performance milestones (each an "“Earnout Milestone" ” and collectively the "“Earnout Milestones"”) set forth below in Section 1.6(b1.7(b) are satisfiedachieved, Seller shall receive, subject to the terms and conditions of this Agreement, additional consideration (the "“Earnout Consideration"”) as set forth below in Section 1.6(b1.7(b). Notwithstanding anything to the contrary in this Agreement, Buyer Buyers shall have a right to offset against the Earnout Consideration in order to secure Seller's ’s and Shareholders’ indemnification obligations under ARTICLE VIArticle 7.
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Sources: Asset Purchase Agreement (Dts, Inc.)