An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance. Virginia transaction attorney shares how to write an effective and legally binding business purchase agreement.Section 1.6 of this Agreement provides for additional, contingent earnout payment which, if due, will also be consideration for the Assets. This Agreement of Purchase and Sale (this "Agreement") is made as of this ____ day of. Earnout arrangements have important tax implications for both the buyer and seller. This article focuses on the buyer side of the equation.