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 Licensee of this Agreement and the consummation by it of the transactions contemplated hereby have been duly authorized by its Board of Directors, and no other corporate action on the part of the Licensee is necessary for the execution, delivery and performance by the Licensee of this Agreement and the consummation by the Licensee of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Licensee, and this Agreement is the legal, valid and binding obligation of the Licensee, enforceable against the Licensee 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 creditors' rights generally.