Common use of Due Authorization and Enforceability of this Agreement Clause in Contracts

Due Authorization and Enforceability of this Agreement. This Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Fund and the General Partner and constitutes the valid, binding and enforceable agreement of the Fund and the General Partner, except to the extent that (i) the enforceability of this Agreement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and (ii) the indemnification provisions of this Agreement may be held to violate public policy (under either state or federal law) in the context of the offer or sale of securities.