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

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Commodity Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Commodity Subadvisor, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements constitute valid and binding obligations of the Commodity Subadvisor, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar 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 an implied covenant of good faith and fair dealing and except as rights to indemnification and contribution hereunder may be limited by federal or state law; and neither the execution and delivery of any of this Agreement and the Commodity Sub-Advisory Agreement nor the performance by the Commodity Subadvisor 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 the Commodity Subadvisor is a party or by which it is bound, the organizational documents of the Commodity Subadvisor, or 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 Commodity Subadvisor or 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 Commodity Subadvisor of the transactions contemplated by this Agreement and the Commodity Sub-Advisory Agreement or except as have been obtained or may be required under the 1933 Act, the 1933 Act Regulations the NFA Rules and Regulations, the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Commodity Sub-Advisory Subadvisory Agreement to which Mxxxxxx is a party have each been duly authorized, executed and delivered by the Commodity SubadvisorMxxxxxx, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements this Agreement and the Subadvisory Agreement to which Mxxxxxx is a party constitute valid and binding obligations of the Commodity SubadvisorMxxxxxx, each enforceable in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification and contribution hereunder may be limited by federal or state law); and neither the execution and delivery of any of this Agreement and or the Commodity Sub-Advisory Subadvisory Agreement to which Mxxxxxx is a party nor the performance by the Commodity Subadvisor Mxxxxxx 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 the Commodity Subadvisor Mxxxxxx is a party or by which it is bound, (except for such conflicts, breaches or defaults that would not result in a Mxxxxxx Material Adverse Effect), the limited liability company agreement or other organizational documents document of the Commodity SubadvisorMxxxxxx, or by to Mxxxxxx’x knowledge, 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 Commodity Subadvisor Mxxxxxx or 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 Commodity Subadvisor Mxxxxxx of the transactions contemplated by this Agreement and or the Commodity Sub-Advisory Subadvisory Agreement or to which it is a party, except as have been obtained or may be required under the 1933 Act, the 1933 Act Regulations the NFA Rules and Regulations1940 Act, the 1934 Act, NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Commodity Sub-Advisory Subadvisory Agreement to which Mercury is a party have each been duly authorized, executed and delivered by the Commodity SubadvisorMercury, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements this Agreement and the Subadvisory Agreement to which Mercury is a party constitute valid and binding obligations of the Commodity SubadvisorMercury, each enforceable in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification and contribution hereunder may be limited by federal or state law); and neither the execution and delivery of any of this Agreement and or the Commodity Sub-Advisory Subadvisory Agreement to which Mercury is a party nor the performance by the Commodity Subadvisor Mercury 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 the Commodity Subadvisor Mercury is a party or by which it is bound, (except for such conflicts, breaches or defaults that would not result in a Mercury Material Adverse Effect), the articles of incorporation or other organizational documents document of the Commodity SubadvisorMercury, or by to Mercury’s knowledge, 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 Commodity Subadvisor Mercury or 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 Commodity Subadvisor Mercury of the transactions contemplated by this Agreement and or the Commodity Sub-Advisory Subadvisory Agreement or to which it is a party, except as have been obtained or may be required under the 1933 Act, the 1933 Act Regulations the NFA Rules and Regulations1940 Act, the 1934 Act, NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Investment Management Agreement, the ML Structuring Fee Agreement and the Commodity Sub-Advisory Agreement Structuring Fee Agreements have each been duly authorized, executed and delivered by the Commodity SubadvisorManager, and, and assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Commodity SubadvisorManager, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar 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 an implied covenant of good faith and fair dealing and except as rights to indemnification and contribution hereunder may be limited by federal or state law; and neither the execution and delivery of any of this Agreement, the Investment Management Agreement, the ML Structuring Fee Agreement and the Commodity Sub-Advisory Agreement Structuring Fee Agreements nor the performance by the Commodity Subadvisor 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 the Commodity Subadvisor Manager is a party or by which it is bound, the organizational documents of the Commodity SubadvisorManager, or 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 Commodity Subadvisor Manager or 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 Commodity Subadvisor Manager of the transactions contemplated by this Agreement, the Investment Management Agreement, the ML Structuring Fee Agreement and the Commodity Sub-Advisory Agreement Structuring Fee Agreements or except as have been obtained or may be required under by the 1933 Act, the 1933 Act Regulations Regulations, the NFA Rules and Regulations, the NYSE MKT or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Commodity Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Commodity Subadvisor, and, and assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Commodity Subadvisor, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar 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 an implied covenant of good faith and fair dealing and except as rights to indemnification and contribution hereunder may be limited by federal or state law; and neither the execution and delivery of any of this Agreement and or the Commodity Sub-Advisory Agreement nor the performance by the Commodity Subadvisor 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 the Commodity Subadvisor is a party or by which it is bound, the organizational documents of the Commodity Subadvisor, or 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 Commodity Subadvisor or 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 Commodity Subadvisor of the transactions contemplated by this Agreement and the Commodity Sub-Advisory Agreement or except as have been obtained or may be required under by the 1933 Act, the 1933 Act Regulations Regulations, the CEA, the CFTC Rules and Regulations, the NFA Rules and Regulations, the NYSE MKT or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Commodity Sub-Advisory Subadvisory Agreement to which BAMCO is a party have each been duly authorized, executed and delivered by the Commodity SubadvisorBAMCO, and, assuming due authorization, execution and delivery by the other parties thereto, such Agreements this Agreement and the Subadvisory Agreement to which BAMCO is a party constitute valid and binding obligations of the Commodity SubadvisorBAMCO, each enforceable in accordance with their respective its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification and contribution hereunder may be limited by federal or state law); and neither the execution and delivery of any of this Agreement and or the Commodity Sub-Advisory Subadvisory Agreement to which BAMCO is a party nor the performance by the Commodity Subadvisor BAMCO 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 the Commodity Subadvisor BAMCO is a party or by which it is bound, (except for such conflicts, breaches or defaults that would not result in a BAMCO Material Adverse Effect), the articles of incorporation or other organizational documents document of the Commodity SubadvisorBAMCO, or by to BAMCO’s knowledge, 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 Commodity Subadvisor BAMCO or 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 Commodity Subadvisor BAMCO of the transactions contemplated by this Agreement and or the Commodity Sub-Advisory Subadvisory Agreement or to which it is a party, except as have been obtained or may be required under the 1933 Act, the 1933 Act Regulations the NFA Rules and Regulations1940 Act, the 1934 Act, NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Investment Management Agreement, the Subadvisory Agreement and the Commodity Sub-Advisory Agreement Structuring Fee Agreements have each been duly authorized, executed and delivered by the Commodity SubadvisorAdviser, and, and assuming due authorization, execution and delivery by the other parties thereto, such Agreements agreements constitute valid and binding obligations of the Commodity SubadvisorAdviser, enforceable in accordance with their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar 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 an implied covenant of good faith and fair dealing and except as rights to indemnification and contribution hereunder may be limited by federal or state law; and neither the execution and delivery of any of this Agreement, the Investment Management Agreement, the Subadvisory Agreement and the Commodity Sub-Advisory Agreement Structuring Fee Agreements nor the performance by the Commodity Subadvisor 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 the Commodity Subadvisor Adviser is a party or by which it is bound, the organizational documents of the Commodity SubadvisorAdviser, or 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 Commodity Subadvisor Adviser or 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 Commodity Subadvisor Adviser of the transactions contemplated by this Agreement, the Investment Management Agreement, the Subadvisory Agreement and the Commodity Sub-Advisory Agreement Structuring Fee Agreements or except as have been obtained or may be required under the 1933 Act, the 1933 Act Regulations the NFA Rules and Regulations1940 Act, the 1934 Act, NYSE or state securities laws.