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 Management Agreement and the 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 Management Agreement, the Sub-Advisory Agreement or the Fee Agreements to which such Adviser 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 Management Agreement, the Sub-Advisory Agreement or the Fee Agreements to which it is a party; and

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Management Agreement and Agreement, the Sub-Advisory Agreement and the 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 Management Agreement, the Sub-Advisory Agreement or the Fee Agreements to which such Adviser 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 AdviserAdvisor’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 AdviserAdvisor’s ability to perform the services contemplated by this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement or the Fee Agreements to which it is a party; and.

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Management Agreement Agreement, and the 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 Management Agreement, the Sub-Advisory Agreement or the Fee Agreements to which such Adviser 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 Material Adverse Effect on such Adviser’s ability to perform the services contemplated by this Agreement, the Investment Management Agreement, the Sub-Advisory Agreement or the Fee Agreements to which it is a party; and.

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Management Agreement, the Subadvisory Agreement and the 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 Management Agreement, the Sub-Advisory Subadvisory Agreement or the Fee Agreements to which such Adviser is a party 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 Management Agreement, the Sub-Advisory Subadvisory Agreement or the Fee Agreements to which it is a party; and.

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Management 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 Management Advisory Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which such Adviser is 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 '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 Management Advisory Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which it is is, or will be, a party; and.

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Management Agreement Contract, the Subadvisory Contract and the 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 Management AgreementContract, the Sub-Advisory Agreement Subadvisory Contract or the Fee Agreements to which such Adviser is a party 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 Management AgreementContract, the Sub-Advisory Agreement Subadvisory Contract or the Fee Agreements to which it is a party; and.

Authorization of Agreements; Absence of Defaults and Conflicts. Each of this Agreement, the Investment Management Agreement 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 Management Advisory Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which such Adviser 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 Management Advisory Agreement, the Investment Sub-Advisory Agreement or the Fee Agreements to which it is a party; and