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. Asset purchase agreements can be a useful way to create a new business while leaving unwanted resources and potential issues with the seller. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. " The Maryland asset purchase agreement should give a description of the assets to be included in the business sale and purchase. Under no circumstances shall more than one earn out payment apply to the sale of a Product, e.g.