Common use of Authorization and Validity of the Agreement Clause in Contracts

Authorization and Validity of the Agreement. The execution, delivery and performance by the Licensor of this Agreement and the consummation by it of the transactions contemplated hereby has been duly authorized by its Board of Directors and, if necessary, its shareholders, and no other corporate action on the part of the Licensor is necessary for the execution, delivery and performance by the Licensor of this Agreement and the consummation by the Licensor of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Licensor, and this License Agreement is the legal, valid and binding obligation of the Licensor, enforceable against the Licensor in accordance with and subject to its terms except as may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other similar laws and equitable principles relating to or limiting creditor's rights generally.