"Earn-Out Payment" means an amount, if any, payable to Seller pursuant to either of Section 2.9(b) and Section 2.9(c) subject to the provisions of Schedule 2.9. An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance.What is an Earnout Agreement? ​​An earnout agreement, also referred to as an earn-in or earn-out, is a type of acquisition payment structure. This article will cover how to effectively structure and increase earnout agreements to bridge the gap between buyers and sellers. Buyer shall apply, as a reduction, the Earnout PrePayment against each Earnout Payment due Seller until the Earnout PrePayment is exhausted. (b) Additional Earn-Out Provisions. The provisions of Schedule 2.9 are incorporated herein.