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.A seller also needs to separate its right to an earnout from the severance provisions of its employment agreement with the buyer. The typical earnout provision entitles the seller to receive further payments if the target, post-closing, meets prescribed benchmarks. Operating expenses are incurred in the normal operation of the College, including a provision for depreciation on capital assets.