Interim Earn-Out Payments Sample Clauses

Interim Earn-Out Payments. As soon as practicable and no later than 90 days following the end of each of the First Measurement Period and Second Measurement Period, Parent shall conduct a review of Adjusted Gross Profit of the Products set forth on Schedules 2.06(a)(i)-(ii) (such Products, collectively the “Earn-Out Products”) for the then completed Earn-Out Measurement Period and the estimated amount of earn-out consideration, if any, earned during such completed Earn-Out Measurement Period (the “Interim Earn-Out Payment”), and shall deliver to Agent a statement (an “Interim Earn-Out Statement”) setting forth in reasonable detail Parent’s good faith calculation of Adjusted Gross Profit for the then completed Earn-Out Measurement Period and the Interim Earn-Out Payment for such completed Earn-Out Measurement Period. As soon as reasonably practicable but in no event later than five Business Days after the delivery of the Interim Earn-Out Statement to Agent, Purchaser shall deposit the Interim Earn-Out Payment, if any, with the Escrow Agent in accordance with this Section 2.06(c) and the Escrow Agreement.