In a transaction with an earnout based on EBITDA milestones over three years, which of the following most directly protects the seller from post-closing actions by the buyer that could artificially depress EBITDA?

1. AA post-closing escrow for the full earnout amount
2. BA requirement for the buyer to pay the earnout regardless of performance
3. CA buyer covenant limiting capital expenditures
4. DDetailed covenants requiring the buyer to operate the business consistent with past practices✓ Correct answer

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