An earnout provision makes the purchase price (typically, some part of it) payable in the future dependent on the buyer's financial performance. Earnout arrangements have important tax implications for both the buyer and seller.This article focuses on the buyer side of the equation. An earnout is a form of contingent, deferred consideration that is often utilized to reconcile a difference of opinions between the buyer and the seller. 22 In combination, the Earn Out and the Profit Distribution entitled.