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 Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Sub-Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, each agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its respective terms, except as rights to indemnity and contribution hereunder 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 hereafter in effect relating to or affecting creditors' rights and remedies generally (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Sub-Advisory Agreement nor the performance by the Sub-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 Sub-Adviser is a party or by which it is bound, the organizational documents of the Sub-Adviser or, to the Sub-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 Sub-Adviser or 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 Sub-Adviser of the transactions contemplated by this Agreement or the Sub-Advisory Agreement to 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 and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Sub-Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, each agreement constitutes a such agreements constitute valid and binding obligation obligations of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its their respective terms, except as rights to indemnity and contribution hereunder 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 hereafter in effect relating to or affecting creditors' rights and remedies generally (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Sub-Advisory Agreement nor the performance by the Sub-Adviser of its obligations hereunder or thereunder will conflict with, or result in 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 Sub-Adviser is a party or by which it is bound, the organizational documents of the Sub-Adviser or, to the Sub-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 Sub-Adviser or 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 Sub-Adviser of the transactions contemplated by this Agreement or the Sub-Advisory Agreement to which it is a partyAgreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act Act, the rules of the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement and the Sub-Advisory Agreement have each been duly authorized, executed and delivered by the Sub-Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, each agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its respective terms, except as rights to indemnity and contribution hereunder 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 hereafter in effect relating to or affecting creditors' rights and remedies generally (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Sub-Advisory Agreement nor the performance by the Sub-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 Sub-Adviser is a party or by which it is bound, the organizational documents of the Sub-Adviser or, to the Sub-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 Sub-Adviser or its respective properties or operations; and no material consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Sub-Adviser of the transactions contemplated by this Agreement or the Sub-Advisory Agreement to 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 and the Sub-Advisory Agreement to which Four Corners is a party have each been duly authorized, executed and delivered by the Sub-AdviserFour Corners, and, assuming due authorization, execution and delivery by the other parties thereto, each agreement constitutes a such agreements constitute valid and binding obligation obligations of the Sub-AdviserFour Corners, enforceable against the Sub-Adviser Four Corners in accordance with its their respective terms, except as rights to indemnity and contribution hereunder 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 hereafter in effect relating to or affecting creditors' rights and remedies generally (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Sub-Advisory Agreement to which Four Corners is a party nor the performance by the Sub-Adviser Four Corners of its obligations hereunder or thereunder will conflict with, or result in 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 Sub-Adviser Four Corners is a party or by which it is bound, the organizational documents of the Sub-Adviser Four Corners or, to the Sub-Adviser's Four Corners' 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 Sub-Adviser Four Corners or 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 Sub-Adviser Four Corners of the transactions contemplated by this Agreement or the Sub-Advisory Agreement to 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 and the Sub-Advisory Agreement to which Macquarie is a party have each been duly authorized, executed and delivered by the Sub-AdviserMacquarie, and, assuming due authorization, execution and delivery by the other parties thereto, each agreement constitutes a such agreements constitute valid and binding obligation obligations of the Sub-AdviserMacquarie, enforceable against the Sub-Adviser Macquarie in accordance with its their respective terms, except as rights to indemnity and contribution hereunder 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 hereafter in effect relating to or affecting creditors' rights and remedies generally (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or the Sub-Advisory Agreement to which Macquarie is a party nor the performance by the Sub-Adviser Macquarie of its obligations hereunder or thereunder will conflict with, or result in 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 Sub-Adviser Macquarie is a party or by which it is bound, the organizational documents of the Sub-Adviser Macquarie or, to the Sub-AdviserMacquarie'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 Sub-Adviser Macquarie or 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 Sub-Adviser Macquarie of the transactions contemplated by this Agreement or the Sub-Advisory Agreement to 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 and Agreement, the Management Agreement, the Sub-Advisory Agreement and the Additional Compensation Agreement have each been duly authorized, executed and delivered by the Sub-Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, each agreement constitutes a valid and binding obligation of the Sub-Investment Adviser, enforceable against the Sub-Adviser in accordance with its respective terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and public policy and except as enforcement may be limited by equitable principles or affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and remedies generally general equitable principles (whether considered in a proceeding in equity or at law); and neither the execution and delivery of this Agreement or Agreement, the Management Agreement, the Sub-Advisory Agreement or the Additional Compensation Agreement nor the performance by the Sub-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 under, any agreement or instrument to which the Sub-Investment Adviser is a party or by which it is bound, the organizational documents of the Sub-Adviser orInvestment Adviser, or to the Sub-Investment 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 Sub-Investment Adviser or 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 Sub-Investment Adviser of the transactions contemplated by this Agreement or Agreement, the Management Agreement, the Sub-Advisory Agreement to which it is a partyor the Additional Compensation Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act or state securities laws.