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

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Advisory Agreement and the Investment Sub-Advisory Agreement to which such Adviser is a party has each been duly and validly authorized, executed and delivered by such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and legally binding obligations of such Adviser, enforceable against such Adviser in accordance with their respective terms, and neither the execution and delivery of any of this Agreement, the Investment Advisory Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which such Adviser is, or will be, a party nor the performance by 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 such Adviser is a party or by which it is bound, the organizational documents of such Adviser, or to such 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 such Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such Adviser's ability to perform the services contemplated by this Agreement, the Investment Advisory Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which it is, or will be, a party.

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement and the Investment Sub-Advisory Agreement Fee Agreements to which such Adviser is a party has each been duly and validly authorized, executed and delivered by such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and legally binding obligations of such Adviser, enforceable against such Adviser in accordance with their respective terms, and neither the execution and delivery of any of this Agreement, the Investment Advisory Management Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which such Adviser is, or will be, is a party nor the performance by 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 such Adviser is a party or by which it is bound, the organizational documents of such Adviser, or to such 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 such Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such Adviser's ability to perform the services contemplated by this Agreement, the Investment Advisory Management Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which it is, or will be, is a party.; and

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Advisory Agreement and Agreement, the Investment Sub-Advisory Agreement, the Fee Agreements and the Administrative Services Agreement to which such Adviser is a party has each been duly and validly authorized, executed and delivered by such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and legally binding obligations of such Adviser, enforceable against such Adviser in accordance with their respective terms, and neither the execution and delivery of any of this Agreement, the Investment Advisory Agreement, the Investment Sub-Advisory Agreement or Agreement, the Fee Agreements or the Administrative Services Agreement to which such Adviser is, or will be, is a party nor the performance by 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 such Adviser is a party or by which it is bound, the organizational documents of such Adviser, or to such 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 such Adviser or its properties or operations, except where such breach or default would not have a material adverse effect Material Adverse Effect on such Adviser's ’s ability to perform the services contemplated by this Agreement, the Investment Advisory Agreement, the Investment Sub-Advisory Agreement or Agreement, the Fee Agreements and the Administrative Services Agreement to which it is, or will be, is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Advisory Agreement Agreement, and the Investment Sub-Advisory Agreement to which such Adviser is a party has each been duly and validly authorized, executed and delivered by such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and legally binding obligations of such Adviser, enforceable against such Adviser in accordance with their respective terms, and neither the execution and delivery of any of this Agreement, the Investment Advisory Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which such Adviser is, or will be, is a party nor the performance by 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 such Adviser is a party or by which it is bound, the organizational documents of such Adviser, or to such 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 such Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such Adviser's ’s ability to perform the services contemplated by this Agreement, the Investment Advisory Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which it is, or will be, is a party.; and

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Advisory Agreement Management Contract, the Subadvisory Contract and the Investment Sub-Advisory Agreement Fee Agreements to which such Adviser is a party has each been duly and validly authorized, executed and delivered by such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and legally binding obligations of such Adviser, enforceable against such Adviser in accordance with their respective terms, and neither the execution and delivery of any of this Agreement, the Investment Advisory AgreementManagement Contract, the Investment Sub-Advisory Agreement Subadvisory Contract or the Fee Agreements to which such Adviser isis a party, or will be, a party nor the performance by 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 such Adviser is a party or by which it is bound, the organizational documents of such Adviser, or to such 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 such Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such Adviser's ’s ability to perform the services contemplated by this Agreement, the Investment Advisory AgreementManagement Contract, the Investment Sub-Advisory Agreement Subadvisory Contract or the Fee Agreements to which it is, or will be, is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Advisory Management Agreement and the Investment Sub-Advisory Agreement to which such Adviser is a party has each been duly and validly authorized, executed and delivered by such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and legally binding obligations of such Adviser, enforceable against such Adviser in accordance with their respective terms, and neither the execution and delivery of any of this Agreement, the Investment Advisory Management Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which such Adviser is, or will be, is a party nor the performance by 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 such Adviser is a party or by which it is bound, the organizational documents of such Adviser, or to such 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 such Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such Adviser's ’s ability to perform the services contemplated by this Agreement, the Investment Advisory Management Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which it is, or will be, is a party.; and

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Advisory Management Agreement, the Subadvisory Agreement and the Investment Sub-Advisory Agreement Fee Agreements to which such Adviser is a party has each been duly and validly authorized, executed and delivered by such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and legally binding obligations of such Adviser, enforceable against such Adviser in accordance with their respective terms, and neither the execution and delivery of any of this Agreement, the Investment Advisory Management Agreement, the Investment Sub-Advisory Subadvisory Agreement or the Fee Agreements to which such Adviser isis a party, or will be, a party nor the performance by 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 such Adviser is a party or by which it is bound, the organizational documents of such Adviser, or to such 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 such Adviser or its properties or operations, except where such breach or default would not have a material adverse effect on such Adviser's ’s ability to perform the services contemplated by this Agreement, the Investment Advisory Management Agreement, the Investment Sub-Advisory Subadvisory Agreement or the Fee Agreements to which it is, or will be, is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Advisory Agreement Management Agreement, and the Investment Sub-Advisory Agreement to which such Adviser is a party has each been duly and validly authorized, executed and delivered by such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is a party constitute valid and legally binding obligations of such Adviser, enforceable against such Adviser in accordance with their respective terms, and neither the execution and delivery of any of this Agreement, the Investment Advisory Management Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which such Adviser is, or will be, is a party nor the performance by 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 such Adviser is a party or by which it is bound, the organizational documents of such Adviser, or to such 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 such Adviser or its properties or operations, except where such breach or default would not have a material adverse effect Material Adverse Effect on such Adviser's ’s ability to perform the services contemplated by this Agreement, the Investment Advisory Management Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which it is, or will be, is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement and the Investment Sub-Advisory Agreement Fee Agreements to which such Adviser Advisor is a party has each been duly and validly authorized, executed and delivered by such AdviserAdvisor, and, and assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser Advisor is a party constitute valid and legally binding obligations of such AdviserAdvisor, enforceable against such Adviser Advisor in accordance with their respective 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 any of this Agreement, the Investment Advisory Management Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which such Adviser is, or will be, Advisor is a party nor the performance by such Adviser Advisor 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 such Adviser Advisor is a party or by which it is bound, the organizational documents of such AdviserAdvisor, or to such Adviser's Advisor’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 such Adviser Advisor or its properties or operationsoperation, except excepts where such breach or default would not have a material adverse effect on such Adviser's Advisor’s ability to perform the services contemplated by this Agreement, the Investment Advisory Management Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which it is, or will be, is a party.

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Advisory This Agreement and the Investment Sub-Advisory Management Agreement to which such Adviser is a party has have each been duly and validly authorized, executed and delivered by such the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements to which such Adviser is Management Agreement constitutes a party constitute valid and legally binding obligations obligation of such the Investment Adviser, enforceable against such Adviser in accordance with their respective 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 any of this Agreement, the Investment Advisory Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which such Adviser is, or will be, a party Management Agreement nor the performance by such the Investment 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, (i) any agreement or instrument to which such the Investment Adviser is a party or by which it is bound, (ii) the certificate of formation, the by laws or other organizational documents of such the Investment Adviser, or (iii) to such the Investment 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 such the Investment Adviser or its respective properties or operationsoperations other than, except where such with respect to clauses (i) and (iii), any conflict, breach or default that would not have not, individually or in the aggregate, be expected to cause a material adverse effect on such Adviser's ability to perform Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the services consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Investment Advisory Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which it isManagement Agreement, except as have been obtained or will bemay be required under the 1933 Act, a partythe 1940 Act, the 1934 Act or state securities laws.