NECESSARY ACTIONS; BINDING EFFECT. Buyer has taken all corporate action necessary to authorize the execution and delivery of, and the performance of its obligations under, this Agreement and the ancillary agreements. This Agreement constitutes, and upon its execution and delivery the ancillary agreements will constitute, valid obligations of Buyer that are legally binding on and enforceable against Buyer in accordance with their respective terms, except (in each case) as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights, and (ii) general principles of equity relating to the availability of equitable remedies (regardless of whether such agreements are sought to be enforced in a proceeding at law or in equity).
NECESSARY ACTIONS; BINDING EFFECT. Prior to the Closing Date, Buyer will have taken all corporate action necessary to authorize the execution and delivery of, and the performance of its obligations under, this Agreement and the Related Agreements to which a party. This Agreement and the Related Agreements constitutes, and upon their execution and delivery each of the Related Agreements will constitute, valid obligations of Buyer that are legally binding on and enforceable against Buyer in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights, and (ii) general principles of equity relating to the availability of equitable remedies.
NECESSARY ACTIONS; BINDING EFFECT. Buyer has taken all corporate action necessary to authorize the execution and delivery of, and the performance of its obligations under this Agreement, the Non-Competition Agreement, the Bill xx Sale and the Escrow Agreement. This Agreement constitutes, and upon the execution and delivery of the Non-Competition Agreement, the Bill xx Sale and the Escrow Agreement, will constitute, valid obligations of Buyer that are legally binding on and enforceable against Buyer in accordance with their respective terms, except (in each case) as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights, and (ii) general principles of equity relating to the availability of equitable remedies (regardless of whether such agreements are sought to be enforced in a proceeding at law or in equity).
NECESSARY ACTIONS; BINDING EFFECT. CollaGenex has taken all actions necessary to authorize the execution, delivery and performance of this Agreement, the sale of the Dental Business Assets to Alliance, and the performance of all transactions to be performed under this Agreement. This Agreement is a valid, legal and binding obligation of CollaGenex, enforceable against it in accordance with its terms.
NECESSARY ACTIONS; BINDING EFFECT. Prior to the Closing Date, Seller will have taken all action necessary to authorize the execution and delivery of, and the performance of its obligations under, this Agreement. This Agreement constitutes, and upon execution and delivery will constitute, valid obligations of Seller that are legally binding on and enforceable against Seller in accordance with the respective terms of the Agreement, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights, and (ii) general principles of equity relating to the availability of equitable remedies.
NECESSARY ACTIONS; BINDING EFFECT. To Purchaser's knowledge, Purchaser has taken all partnership action necessary to authorize its execution and delivery of, and the performance of its obligations under, this Agreement. This Agreement constitutes a valid obligation of Purchaser that is legally binding on and enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights, and (ii) general principles of equity relating to the availability of equitable remedies (regardless of whether the Agreement is sought to be enforced in a proceeding at law or in equity).
NECESSARY ACTIONS; BINDING EFFECT. Buyer has taken all corporate action necessary to authorize its execution and delivery of, and the performance of its obligations under, this Agreement and the Escrow Agreement. This Agreement and the Escrow Agreement each constitute the valid obligation of Buyer that is legally binding on and enforceable against Buyer in accordance with its respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights, and (ii) general principles of equity relating to the availability of equitable remedies (regardless of whether such Agreements are sought to be enforced in a proceeding at law or in equity).
NECESSARY ACTIONS; BINDING EFFECT. The Investor has taken all --------------------------------- corporate action necessary to authorize the execution and delivery of, and the performance of its obligations under, this Agreement. This Agreement constitutes a valid and legally binding obligation of the Investor that is enforceable against the Investor in accordance with its respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights and (ii) general principles of equity relating to the availability of equitable remedies (regardless of whether such agreement is sought to be enforced in a proceeding at law or in equity).
NECESSARY ACTIONS; BINDING EFFECT. Buyer has taken all corporate action necessary to authorize the execution and delivery of, and the performance of its obligations under, this Agreement, the Secured Promissory Notes, the Unsecured Promissory Notes and the Seller Non-Competition Agreements. This Agreement constitutes, and upon their execution and delivery of the Secured Promissory Notes, the Unsecured Promissory Notes and Seller Non-Competition Agreements will constitute, valid obligations of Buyer that are legally binding on and enforceable against Buyer in accordance with their respective terms, except (in each case) as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights, and (ii) general principles of equity relating to the availability of equitable remedies (regardless of whether such agreements are sought to be enforced in a proceeding at law or in equity).
NECESSARY ACTIONS; BINDING EFFECT. Alliance has taken all actions necessary to authorize the execution, delivery and performance of this Agreement, the purchase of the Dental Business Assets from CollaGenex, and the performance of all transactions to be performed under this Agreement, including the issue of the Guarantee. The Asset Sale Agreement constitutes the valid obligation of Alliance and is legally binding upon Alliance in accordance with its terms.
