When buying the assets of a business, some are subject to sales or use tax, while others are not. Items subject to retail sales tax.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. A taxable asset purchase allows the buyer to "step up," or increase, the tax basis of the acquired assets to reflect the purchase price. An earn out agreement is a contractual agreement between the buyer and seller of a business that states that the seller will receive future payment(s). Another payment method (of sorts) is an earnout provision, which is usually used in tandem with a cash payment.