Legal Representation. THE HEALTHTECH PARTIES AND THE LENDER HEREBY REPRESENT AND WARRANT THAT THE HEALTHTECH PARTIES AND THE LENDER HAVE HAD AN OPPORTUNITY TO CONSULT INDEPENDENT LEGAL COUNSEL AND/OR HAVE BEEN REPRESENTED BY COUNSEL OF THE PARTIES’ OWN CHOOSING IN THE PREPARATION AND ANALYSIS OF THIS AGREEMENT. THE PARTIES HAVE READ THIS AGREEMENT WITH CARE AND BELIEVES THAT EACH OF THE PARTIES ARE FULLY AWARE OF AND UNDERSTAND THE CONTENTS OF THIS AGREEMENT AND ITS LEGAL EFFECT.

Legal Opinions. [[Lender:Organization]] shall have received opinions in form, substance and scope satisfactory to [[Lender:Organization]] and [[Lender:Organization]]’s counsel from counsel satisfactory to [[Lender:Organization]] as to such matters (including, without limitation, land use and zoning matters) as [[Lender:Organization]] shall reasonably request.

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Agreement, unless such stockholder, Securities Rights holder, Governmental Entity or other Person in writing shall have withdrawn such notice and abandoned any such Action or Proceeding prior to the time which otherwise would have been the Closing Date.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.

Legal Fees. The Company shall also pay to the Executive all reasonable legal fees and expenses incurred by the Executive in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code. Such payments shall be made within five (5) business days after delivery of the Executive’s written requests for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

The Executive hereby represents and warrants to the Company that he has had the opportunity to seek independent legal advice prior to the execution and delivery of this Agreement, that he has availed himself of that opportunity prior to signing the Agreement and that he is signing the Agreement voluntarily without any undue pressure. Executive represents that Executive # is familiar with the foregoing covenants not to compete and not to solicit, and # is fully aware of Executive’s obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants

Legal Expenses. If Executive obtains a judgment, award or settlement which enforces a material disputed right or benefit under this Agreement, Penns Woods shall pay to Executive, within ten (10) days after demand therefor, all legal fees and expenses incurred by Executive in seeking to obtain or enforce such right or benefit.

Legal Counsel. I acknowledge that I have either been advised by independent legal counsel regarding the legal effect of this document and, having been so advised, desire to enter into this legally binding Agreement.

Legal Opinion. [[Organization B:Organization]] shall have received the executed legal opinion of Pachulski Stang Ziehl & Jones LLP, Fasken Martineau DuMoulin LLP, and Baker McKenzie LLP, and other legal counsel of the [[Organization A:Organization]] reasonably acceptable to [[Organization B:Organization]];

Legal Opinion. [[Organization B:Organization]] shall have received an executed legal opinion of counsel to the Applicant Borrower reasonably satisfactory to [[Organization B:Organization]] which shall cover such matters incident to the transactions contemplated by the Designated Borrower Request and Assumption Agreement and the Other Documents and related agreements as [[Organization B:Organization]] may reasonably require;

Legal Opinion. The Administrative Agent shall have received a favorable written opinion (addressed to the Credit Parties and dated the Closing Date) from counsel to the Borrowers, in form, scope and substance satisfactory to the Administrative Agent.