Asset Purchase Agreement; Sample Earnout Provisions (Eight Different Provisions); Sample Working Capital Provisions (Six Different Provisions) In an asset purchase, the purchaser only acquires the assets and liabilities it identifies and agrees to acquire and assume from the seller.Whether you opt for a lump-sum payment, an installment plan, or an earn-out arrangement, each has its pros and cons. 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 agreement is a contractual agreement between the buyer and seller of a business that states that the seller will receive future payment(s). Asset purchase agreements can be a useful way to create a new business while leaving unwanted resources and potential issues with the seller. 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.