An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance. THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made as of the Effective.An earn-out works as a mechanism that allows the buyer to defer a portion of the purchase price until the occurrence or failure of a predetermined metric. This Purchase and Sale Agreement ("Agreement") is made and entered into between DMark. Schedule 3.9 sets forth a true, correct and complete list of the Accounts Receivable, including the aging thereof as of the Closing Date. Remedies Provisions. Part 3 of the life cycle of a deal series examines the logistics of drafting a purchase agreement for an acquisition, its key provisions and objectives.