This drafting guide for an acquisition agreement details earn-out provisions and instances when these components should be negotiated. Buyer shall make the third Earn-Out Payment to Seller on the first business day of the fortieth month after the Closing Date.An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance. 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. Eva Jacqueline Longoria Bastón (née Longoria; born March 15, 1975) is an American actress, producer, director, and businesswoman.