Earnout provisions are contractual clauses within a purchase agreement that secure additional compensation to the seller after close. An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance."Earn-Out Payments" means the Earn-Out Initial Payment and the Earn-Out Monthly Payments. An earnout allows the buyer to pay a higher potential reward to the seller while simultaneously reducing the buyer's risk. An asset purchase agreement (APA) is a legally binding agreement used when a company wishes to buy or sell specific assets of another business. 2. Situations when an earnout might be appropriate. 3.