9.01Survival of Representations, Warranties, Covenants and Agreements. Notwithstanding any right of SRSG, Merger Sub or BioSculpture (whether or not exercised) to investigate the affairs of SRSG, Merger Sub or BioSculpture or a waiver by SRSG or BioSculpture of any Closing Condition set forth in Article 7 or Article 8, each Party shall have the right to rely fully upon the representations, warranties, covenants and agreements of the other Party contained in this Agreement or the Schedules annexed hereto or in any agreement or instrument delivered pursuant to this Agreement. Unless earlier terminated pursuant to Article 10, all of the representations, warranties, covenants and agreements of BioSculpture, SRSG and of Merger Sub contained in this Agreement or in any Schedule, agreement or instrument delivered pursuant to this Agreement shall survive the Closing and Effective Time and continue until the sixth anniversary of the Closing.

#​ and ​ Restrictions. During the Term, and for a period of twelve (12) months following the last date of the Term hereof (the “Restricted Period”), ​, nor its directors, officers, members, managers, shareholders, parents, subsidiaries and/or affiliated entities shall own, operate and/or enter into a contract manufacturing arrangement with any other third-party for similarly competitive products without the express written consent of ​, which shall not be unreasonably withheld or delayed, nor shall ​, or any of ​’s members/shareholders owning ten percent (10%) or more of ​, own or operate a similarly competitive company to that of ​. Conversely, in the event ​ exercises ​’s rights pursuant to the ​ Option Agreement and the HLTT Option Agreement and pays all amounts due to ​ and HLTT thereunder, the Restricted Period shall no longer be of force or effect for the ​; however, for a period of twelve (12) months following the final payment of the ​ Asset Purchase Price and the HLTT Purchase Price (the “Seller Restricted Period”), ​, HLTT, and WRH, nor its directors, officers, members, managers, shareholders, parents, subsidiaries and/or affiliated entities shall own, operate and/or enter into a contract manufacturing arrangement with any other third-party for similarly competitive products without the express written consent of ​, which shall not be unreasonably conditioned, withheld or delayed, nor shall ​, HLTT, and WRH, or any of ​, HLTT, and WRH’s members/shareholders owning ten percent (10%) or more of ​, HLTT, or WRH, own or operate a similarly competitive company.

Specific Covenants. The Borrower, any Restricted Subsidiary or, in the case of [Section 7.14], Holdings, fails to perform or observe any term, covenant or agreement contained in any of ‎[Section 6.03(a)], ‎6.05(a) (solely with respect to the Borrower), 6.16 ‎or Article 7; provided that a Default as a result of a breach of ‎[Section 7.11] (a “Financial Covenant Event of Default”) is subject to cure pursuant to ‎[Section 8.05]; provided, further, that a Financial Covenant Event of Default or any breach of a financial maintenance covenant under any Incremental Revolving Credit Loan or any revolving facility that constitutes Credit Agreement Refinancing Indebtedness shall not constitute an Event of Default with respect to any Term Loans unless and until the Revolving Credit ​ have declared all amounts outstanding under the Revolving Credit Facility to be immediately due and payable and all outstanding Revolving Credit Commitments to be immediately terminated, in each case in accordance with this Agreement and such declaration has not been rescinded on or before such date (the “Term Loan Standstill Period”); or

Specific Covenants. Either Borrower or any Loan Party # fails to perform or observe any term, covenant or agreement contained in Sections 6.01 and 6.02, and such failure continues for 5 days after the earlier to occur of # receipt of written notice thereof from Administrative Agent or Required Lenders to the Partnership, or # a Responsible Officer otherwise has actual knowledge of any such failure; or # fails to perform or observe any term, covenant or agreement contained in any of [Sections 6.03(a), 6.05]5] (only with respect to the legal existence of the Loan Parties), 6.11, 6.12, 6.18 or Article VII; or 885707.04-LACSR02A - MSW

Affirmative Covenants. From the date of its appointment until the Facility Termination Date:

Financial Covenants. Failure by any Borrower or any Guarantor to comply with any financial covenant set forth in [Section 8.4];

Other Covenants. Failure by any Borrower or any Guarantor to comply with any other covenants or agreements relating to any Borrower or any Guarantor as contained in this Agreement, any Guaranty, or any other agreement executed in connection herewith or therewith (including any Collection Account Agreement but excluding in respect of any Bank Products) for more than 30 days (to the extent such failure can be cured and such Borrower or Guarantor, as applicable, is actively pursuing such cure in good faith but otherwise immediately) after such failure shall first become known to any Borrower or to any Guarantor, or failure by any Borrower to comply with any covenant or agreement relating to such Borrower as contained in any agreement with respect to Bank Products beyond the applicable grace or cure period, if any, applicable thereto;

Restrictive Covenants. In order to induce Employer to enter into this Agreement, Executive hereby agrees as follows:

Independent Covenants. This Lease shall be construed as though the covenants herein between Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at Landlord's expense or to any setoff of the Rent or other amounts owing hereunder against Landlord.

Specific Covenants. The Borrower or the Parent (or, if applicable, any Borrower Party) fails to perform or observe any term, covenant or agreement contained in any of [Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11 or 6.12]2]2]2]2]2]2] or [Article VII]; or