Cooperate in Legal Proceedings. ​ shall reasonably cooperate with ​ with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of ​ hereunder or any rights obtained by ​ under any of the other Loan Documents and, in connection therewith, permit ​, at its election, to participate in any such proceedings.

Legal Proceedings. No stockholder, holder of Securities Rights, Governmental Entity or other Person shall have notified any Party to this Agreement that it intends to commence any Action or Proceeding to restrain, challenge or prohibit the Merger or the transactions contemplated hereby or to force rescission thereof or demand damages in connection with the Merger or this Agreement, unless such stockholder, Securities Rights holder, Governmental Entity or other Person in writing shall have withdrawn such notice and abandoned any such Action or Proceeding prior to the time which otherwise would have been the Closing Date. SRSG shall give notice to BioSculpture of any such Action or Proceeding and any threat of such an Action or Proceeding promptly after SRSG obtains any Knowledge thereof.

There is no material Proceeding or Order pending, outstanding or, to the Seller’s Knowledge, threatened against or related to the Acquired Assets, whether at law or in equity, whether civil or criminal in nature or by or before any arbitrator or Governmental Authority, nor, to the Seller’s Knowledge, are there any investigations relating to the Acquired Assets or, to the Seller’s Knowledge, threatened by or before any arbitrator or any Governmental Authority, which, if determined adversely to the Seller, would be material to the Acquired Assets, taken as a whole, or which would reasonably be expected to impair the Seller’s ability to consummate any of the transactions contemplated hereby or by any of the other Transaction Documents.

There is no Proceeding or Order pending against, or to the Buyer’s knowledge, threatened against the Buyer before any arbitrator or any Governmental Authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated hereby and the other Transaction Documents or which would or would

Legal Proceedings. Seller warrants that there is not and he is not aware of any action, suit, proceeding, claim, arbitration, or investigation by any Governmental Entities or other person # to which Company is or may be a party relating to the activities of the Company prior to the Closing Date, # threatened against or relating to Company or any of Company's assets or businesses, # challenging Company's right to execute, acknowledge, seal, deliver, perform under or consummate the transactions contemplated by this Agreement, or # asserting any rights with respect to any of the Control Shares, and there is no basis for any such action, suit, proceeding, claim, arbitration or investigation.

Legal Proceedings. Except as set forth on [Schedule 4.10] of the Disclosure Schedules, there are no actions, suits, claims, investigations or other legal proceedings pending or, to ​’s Knowledge, threatened against or by ​ relating to or affecting the Business, the Purchased Assets or the Assumed Liabilities, which, if determined adversely to ​, would result in a Material Adverse Effect.

Legal Proceedings. There are no actions, suits, claims, investigations or other legal proceedings pending or, to Purchaser's knowledge, threatened against or by Purchaser or any Affiliate of Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

Cooperation. Employee agrees to make him/herself available to cooperate fully with Employer, its parents and affiliates and their legal counsel in any pending or future legal proceedings or investigatory matters involving issues in which Employee was involved during his/her employment with Employer.

Disclosure of Regulatory and Legal Proceedings. There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject # other than proceedings accurately described in all material respects in the Prospectus and proceedings that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its respective obligations under this Agreement, the Indenture, or the Notes or to consummate the transactions contemplated by the Prospectus or # that are required to be described in the Registration Statement or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required;

Governing Law, Legal Proceedings, and Arbitration. THIS NOTE WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS Of THE STATE OF NEVADA, WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. THE PARTIES HEREBY WARRANT AND REPRESENT THAT THE SELECTION OF NEVADA LAW AS GOVERNING UNDER THIS NOTE # 1-HAS A REASONABLE NEXUS TO EACH OF THE PARTIES AND TO THE TRANSACTIONS CONTEMPLATED BY THE NOTE; AND # DOES NOT OFFEND ANY PUBLIC POLICY OF NEVADA, FLORIDA, OR OF ANY OTHER STATE, FEDERAL, OR OTHER JURISDICTION.