An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance. (a) PAWC has remitted a deposit of THIRTY SEVEN THOUSAND FIVE HUNDRED.Section 2.05 of the APA contains the same terms relating to earnouts (or. If the business to be purchased exists as a legal entity, will the buyer acquire the ownership interests in the entity (i.e. Licensing out, provision, hosting, and sale of each University Product. (h). Effects of this Transaction.