This drafting guide for an acquisition agreement details earn-out provisions and instances when these components should be negotiated. Transactions contemplated hereby; provided, however, that in the case of clause (i), Material.An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance. Buyer shall make the third Earn-Out Payment to Seller on the first business day of the fortieth month after the Closing Date.