The earn-out, which ties part of the purchase price to the post-closing performance of the acquired company, can bridge a valuation gap and get a deal across the finish line. Unfortunately, it is also one of the clauses most likely to trigger post-closing litigation. When targets miss metrics, everyone grabs a lawyer instead of a calculator. The roadmap below shows how to keep your earn-out on track. It includes practical drafting tips, a model schedule, and a concise dispute-resolution clause that can slot directly into your Purchase and Sale Agreement. 1. Why Earn-Outs Blow Up Earn-out fights usually spring from…