Compliance with Covenants. All of the covenants to be complied with and performed by the Seller on or before the Closing Date will have been duly complied with and performed in all respects.

Financial Covenants Compliance. As of the last day of the most recently ended Test Period, and after giving effect to such Credit Extension, the Borrower shall be in Pro Forma Compliance with the financial covenants set forth in [Section 6.15].

You hereby affirm that the restrictive covenants and other post-employment obligations contained in the Confidentiality, Non-Competition and Non-Solicitation Agreement, dated as of August 1, 2019 (the “Restrictive Covenant Agreement”) and the Employment Agreement, respectively, are and shall remain in effect and enforceable in accordance with the terms of the Restrictive Covenant Agreement and Employment Agreement, respectively, and you hereby reaffirm the existence and reasonableness of those obligations (including, without limitation, any confidentiality obligations, and any non-competition, non-solicitation, non-interference and non-disparagement restrictions). You also hereby reaffirm and acknowledge your obligations to comply with the provisions set forth in [Section 2(b)] of the Restrictive Covenant Agreement and the Company hereby requests the return, as of the Effective Date, of all Confidential Information and other Company property described in such [Section 2(b)] (including, without limitation, log-ins and access codes to all Company social media accounts and websites).

Abrams’ continued compliance with the restrictive covenants set forth in any other agreement between Abrams and the Company in effect at the date hereof and continuing through the Termination Date. By way of example, as of the date of this Agreement, Abrams remains bound by the restrictive covenants set forth in any grant documents governing the grant of equity awards to Abrams.

Restrictive Covenants Contained in Other Agreements. Notwithstanding any provision contained herein to the contrary, to the extent that Grantee is or becomes subject to any other agreement that contains restrictive covenants that are different from the restrictive covenants contained in this agreement, the restrictive covenants set forth in such other agreement shall supplement, and shall not replace, the restrictive covenants herein.

“Restrictive Covenants” means the restrictive covenants contained in § 13(c) hereof.

Participant. If a Participant is subject to any restrictive covenants under any plan, policy, document or Individual Agreement (collectively, the “Other Restrictive Covenants”), the Participant is obligated to abide by both the Other Restrictive Covenants and the restrictive covenants set forth in this Plan, regardless of whether they are similar.

All severance benefits are conditioned upon your execution of an AWI approved release of your existing rights and claims against AWI in a form provide by AWI and compliance with restrictive covenants.

“Restrictive Covenants” shall mean the restrictive covenants set forth in any written agreement, contract or other instrument, which may, but need not, include the Participant’s Award Agreement, pursuant to which such restrictive covenants apply to an Award under the Plan.

ARTICLE # Restrictive Covenants