Common use of Authorization of Agreements; Absence of Defaults and Conflicts Clause in Contracts

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement, the Additional Compensation Agreement between Xxxxxxx Xxxxx and BAI (the "Additional Compensation Agreement") and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by each respective Adviser, and the Management Agreement, the Additional Compensation Agreement and the Sub-Advisory Agreement each constitute a valid and binding obligation of each respective Adviser, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement, the Additional Compensation Agreement or the Sub-Advisory Agreement nor the performance by either of the Advisers of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which either Adviser is a party or by which it is bound, the certificate of incorporation, the by-laws or other organizational documents of each of the Advisers, or to each Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Advisers or their respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers of the transactions contemplated by this Agreement, the Management Agreement, the Additional Compensation Agreement or the Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, Agreement and the Management Agreement, the Additional Compensation Agreement between Xxxxxxx Xxxxx and BAI (the "Additional Compensation Agreement") and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by each respective the Adviser, and the Management Agreement, the Additional Compensation Agreement and the Sub-Advisory Agreement each constitute constitutes a valid and binding obligation of each respective the Adviser, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement, the Additional Compensation Agreement or the Sub-Advisory Management Agreement nor the performance by either of the Advisers Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which either the Adviser is a party or by which it is boundbound and which are material to the conduct of the Adviser's services under the Management Agreement, the certificate of incorporation, the by-laws or other organizational documents of each of the AdvisersAdviser, or to each the Adviser's knowledge, by any law, statute, order, writ, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Advisers Adviser or their its respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Adviser of the transactions contemplated by this Agreement, the Management Agreement, the Additional Compensation Agreement or the Sub-Advisory Management Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This AgreementAgreement and, as applicable, the Management Agreement, the Additional Compensation Agreement between Xxxxxxx Xxxxx and BAI (the "Additional Compensation Agreement") and the Sub-Advisory Agreement have and the Additional Compensation Agreements has each been duly authorized, executed and delivered by each respective such Adviser, and the Management Agreement, the Additional Compensation Agreement and the Sub-Advisory Agreement and the Additional Compensation Agreements, to which such Adviser is a party, each constitute constitutes a valid and binding obligation of each respective such Adviser, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this AgreementAgreement and, as applicable, the Management Agreement, the Additional Compensation Agreement or the Sub-Advisory Agreement or the Additional Compensation Agreements, nor the performance by either of the Advisers such Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which either such Adviser is a party or by which it is bound, the certificate of incorporation, the by-laws or other organizational documents of each of the AdvisersAdviser, or to each the Adviser's ’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Advisers or their respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers of the transactions contemplated contemplated, as applicable, by this Agreement, the Management Agreement, the Additional Compensation Sub-Advisory Agreement or the Sub-Advisory AgreementAdditional Compensation Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws. The representations and warranties made by BAI in this paragraph in regards to the Additional Compensation Agreements are made only as of the Closing Time and BAI makes no representation or warranty as to the enforceability of the Additional Compensation Agreements against, or as to a conflict or breach of law or the need for any consent, approval or authorization owing to, or as result of or arising out of the legal or regulatory status of, any Underwriter party to such an agreement.

Authorization of Agreements; Absence of Defaults and Conflicts. This AgreementAgreement and, as applicable, the Management Agreement, the Additional Compensation Agreement between Xxxxxxx Xxxxx and BAI (the "Additional Compensation Agreement") and the Sub-Advisory Agreement and the Additional Compensation Agreements have each been duly authorized, executed and delivered by each respective such Adviser, and the Management Agreement, the Additional Compensation Agreement and the Sub-Advisory Agreement and the Additional Compensation Agreements, to which such Adviser is a party, each constitute constitutes a valid and binding obligation of each respective such Adviser, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this AgreementAgreement and, as applicable, the Management Agreement, the Additional Compensation Agreement or the Sub-Advisory Agreement or the Additional Compensation Agreements, nor the performance by either of the Advisers such Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which either such Adviser is a party or by which it is bound, the certificate of incorporation, the by-laws or other organizational documents of each of the AdvisersAdviser, or to each the Adviser's ’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Advisers or their respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers of the transactions contemplated contemplated, as applicable, by this Agreement, the Management Agreement, the Additional Compensation Sub-Advisory Agreement or the Sub-Advisory AgreementAdditional Compensation Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws. The representations and warranties made by BAL in this paragraph in regards to the Additional Compensation Agreements are made only as of the Closing Time and BAL makes no representation or warranty as to the enforceability of the Additional Compensation Agreements against, or as to a conflict or breach of law or the need for any consent, approval or authorization owing to, or as result of or arising out of the legal or regulatory status of, any Underwriter party to such an agreement.

Authorization of Agreements; Absence of Defaults and Conflicts. This AgreementAgreement and, as applicable, the Management Agreement, the Additional Compensation Agreement between Xxxxxxx Xxxxx and BAI (the "Additional Compensation Agreement") and the Sub-Advisory Agreement Agreements and the Additional Compensation Agreements have each been duly authorized, executed and delivered by each respective such Adviser, and the Management Agreement, the Additional Compensation Agreement and the Sub-Advisory Agreement Agreements and the Additional Compensation Agreements, to which such Adviser is a party, each constitute constitutes a valid and binding obligation of each respective such Adviser, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this AgreementAgreement and, as applicable, the Management Agreement, the Additional Compensation Agreement or the Sub-Advisory Agreement Agreements or the Additional Compensation Agreements, nor the performance by either of the Advisers such Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which either such Adviser is a party or by which it is bound, the certificate of incorporation, the by-laws or other organizational documents of each of the AdvisersAdviser, or to each the Adviser's ’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Advisers or their respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers of the transactions contemplated contemplated, as applicable, by this Agreement, the Management Agreement, the Additional Compensation Agreement or the Sub-Advisory AgreementAgreements or the Additional Compensation Agreements, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws. The representations and warranties made by BAL in this paragraph in regards to the Additional Compensation Agreements are made only as of the Closing Time and BAL makes no representation or warranty as to the enforceability of the Additional Compensation Agreements against, or as to a conflict or breach of law or the need for any consent, approval or authorization owing to, or as result of or arising out of the legal or regulatory status of, any Underwriter party to such an agreement.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement, the Additional Compensation Agreement between Xxxxxxx Xxxxx and BAI (the "Additional Compensation Agreement") and the Sub-Advisory Agreement to which it is a party have each been duly authorized, executed and delivered by the Adviser and, assuming due authorization, execution and delivery by the other parties thereto, each respective Adviser, and the Management Agreement, the Additional Compensation Agreement and the Sub-Advisory Agreement each constitute such agreement constitutes a valid and binding obligation of each respective such Adviser, enforceable in accordance with its terms, except as affected rights to indemnity and contribution may be limited by federal or state securities laws and public policy and except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws now or hereafer in effect, relating to or affecting creditors' rights and remedies generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement, the Additional Compensation Agreement or the Sub-Advisory Agreement to which such Adviser is a party nor the performance by either of the Advisers such Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which either such Adviser is a party or by which it is bound, and which is material to the certificate conduct of incorporationsuch Adviser's services under the Advisory Agreement, the by-laws or other organizational documents of each of the AdvisersAdviser, or to each the Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Advisers Adviser or their respective its properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Adviser of the transactions contemplated by this Agreement, the Management Agreement, the Additional Compensation Advisory Agreement or the Sub-Advisory Agreementto which it is a party, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement, the Sub-Administration Agreement, the Additional Compensation Agreement between the Investment Manager and Xxxxxxx Xxxxx and BAI dated as of November [ ], 2006 (the "“Additional Compensation Agreement") and the Sub-Advisory Agreement ”), have each been duly authorized, executed and delivered by each respective Adviserthe Investment Manager, and the Management Agreement, Agreement the Sub-Administration Agreement and the Additional Compensation Agreement and the Sub-Advisory Agreement each constitute a valid and binding obligation of each respective Adviserthe Investment Manager, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement, the Additional Compensation Sub-Administration Agreement or the Sub-Advisory Additional Compensation Agreement nor the performance by either of the Advisers Investment Manager of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which either Adviser the Investment Manager is a party or by which it is bound, the certificate of incorporation, the by-laws or other organizational documents of each of the AdvisersInvestment Manager, or to each Adviser's the Investment Manager’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Advisers Investment Manager or their respective its properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Investment Manager of the transactions contemplated by this Agreement, the Management Agreement, the Additional Compensation Sub-Administration Agreement or the Sub-Advisory Agreement, Additional Compensation Agreements except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, each Advisory Agreement to which such Adviser is a party and, in the Management Agreementcase of the Investment Adviser, the Additional Compensation Agreement between Xxxxxxx Xxxxx and BAI (the "Additional Compensation Agreement") and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by each respective such Adviser, and, assuming due authorization, execution and delivery by the Management Agreementother parties thereto, the Additional Compensation Agreement and the Sub-Advisory Agreement each such Agreements to which such Adviser is a party constitute a valid and binding obligation obligations of each respective the Adviser, enforceable in accordance with its their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws laws, whether statutory or decisional, relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of any of this Agreement, any Advisory Agreement, to which such Adviser is party and, in the Management Agreementcase of the Investment Adviser, the Additional Compensation Agreement or the Sub-Advisory Agreement Agreement, nor the performance by either of the Advisers such Adviser of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which either such Adviser is a party or by which it is bound, the certificate of incorporation, the by-laws or other organizational documents of each of the AdvisersAdviser, or to each Adviser's knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Advisers Adviser or their respective its properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers Adviser of the transactions contemplated by this Agreement, any Advisory Agreement to which such Adviser is a party, or, in the Management Agreementcase of the Investment Adviser, the Additional Compensation Agreement or the Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act Act, NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Management Agreement, the Additional Compensation Agreement between Xxxxxxx Xxxxx and BAI (the "“Additional Compensation Agreement"”) and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by each respective Adviser, and the Management Agreement, the Additional Compensation Agreement and the Sub-Advisory Agreement each constitute a valid and binding obligation of each respective Adviser, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement, the Management Agreement, the Additional Compensation Agreement or the Sub-Advisory Agreement nor the performance by either of the Advisers of its obligations hereunder or thereunder will conflict with, or result in a breach of any of the terms and provisions of, or constitute, with or without the giving of notice or lapse of time or both, a default under, any agreement or instrument to which either Adviser is a party or by which it is bound, the certificate of incorporation, the by-laws or other organizational documents of each of the Advisers, or to each Adviser's ’s knowledge, by any law, order, decree, rule or regulation applicable to it of any jurisdiction, court, federal or state regulatory body, administrative agency or other governmental body, stock exchange or securities association having jurisdiction over the Advisers or their respective properties or operations; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Advisers of the transactions contemplated by this Agreement, the Management Agreement, the Additional Compensation Agreement or the Sub-Advisory Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.