The EarnOut will be subject to adjustments as provided for in the EarnOut Agreement. 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.An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance. Expert guidance for successful transactions. As the name suggests, in an asset purchase, the buyer acquires certain assets and rights relating to a business.