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

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Investment Advisory Agreement and the Additional Compensation Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Agreement and the Additional Compensation Agreement each constitutes a valid and binding obligation of the Investment Adviser, enforceable in accordance with 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 except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of this Agreement, the Investment Advisory Agreement or the Additional Compensation Agreement nor the performance by 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, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the limited partnership agreement of the Investment Adviser, or to the 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 Investment Adviser or its properties or operations, except where such breach would not reasonably be expected to have a material adverse effect on the Investment Adviser's ability to perform the services contemplated by such agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Investment Advisory Agreement or the Additional Compensation Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, AMEX or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Investment Advisory Management Agreement and the Additional Compensation Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Management Agreement and the Additional Compensation Agreement each constitutes a valid and binding obligation of the Investment Adviser, enforceable in accordance with 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 an implied covenant of good faith and fair dealing and except as rights to indemnity and or contribution thereunder may be limited by federal and or state lawlaws; and neither the execution and delivery of this Agreement, the Investment Advisory Management Agreement or the Additional Compensation Agreement nor the performance by 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, any agreement or instrument to which the Investment Adviser is a party or by which it is bound, the limited partnership agreement or other organizational documents of the Investment Adviser, or to the 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 Investment Adviser or its properties or operations, except where such breach would not reasonably be expected to have a material adverse effect on the Investment Adviser's ability to perform the services contemplated by such agreementAgreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Investment Advisory Management Agreement or and the Additional Compensation Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, AMEX the rules and regulations of AMEX, or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Investment Advisory Management Agreement and the Additional Compensation Agreement have each been duly authorized, executed and delivered by the Investment Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Management Agreement and the Additional Compensation Agreement each constitutes a valid and binding obligation of the Investment Adviser, each enforceable against the Investment Adviser in accordance with 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) or an implied covenant of good faith and except as rights to indemnity and contribution thereunder may be limited by federal and state lawfair dealing; and neither the execution and delivery of this Agreement, the Investment Advisory Management Agreement or the Additional Compensation Agreement nor the performance by 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 the Investment Adviser is a party or by which it is bound, (ii) the limited partnership agreement organizational documents of the Investment Adviser, or or, (iii) to the 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 Investment Adviser or its properties or operationsoperations other than, except where such in clauses (i) and (iii), any conflict, breach or default that would not not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Investment Adviser's ability to perform the services contemplated by such agreementresult in an Adviser Material Adverse Effect; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Investment Advisory Management Agreement or the Additional Compensation Agreement, except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, AMEX the NYSE or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Agreement, the Investment Advisory Agreement and the Additional Compensation Agreement have each has been duly and validly authorized, executed and delivered by the Investment such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Agreement and the Additional Compensation Agreement each constitutes a valid and binding obligation of the Investment Adviser, enforceable in accordance with 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 except as rights to indemnity and contribution thereunder may be limited by federal and state law; and neither . Neither the execution and delivery of any of this Agreement, the Investment Advisory Management Agreement or the Additional Compensation Sub-Advisory Agreement to which such Adviser is, or will be, a party nor the performance by the Investment 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 passage of time or both, a default under, any agreement or instrument to which the Investment such Adviser is a party or by which it is bound, the limited partnership agreement of the Investment Adviser, or to the Investment 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 the Investment Adviser or its properties or operationsGovernmental Entity, except where such breach or default would not reasonably be expected have an Adviser Material Adverse Effect, nor will such action result in any violation of the organizational documents of such Adviser. The Management Agreement and the Sub-Advisory Agreement to which such Adviser is a party have a material adverse effect on the Investment Adviser's ability to perform the services contemplated each been duly and validly authorized, executed and delivered by such agreement; Adviser, and, assuming due authorization, execution and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation delivery by the Investment other parties thereto, such Agreements to which such Adviser is a party constitute valid and legally binding obligations of the transactions contemplated by this Agreementsuch Adviser, the Investment Advisory Agreement or the Additional Compensation Agreementenforceable against such Adviser in accordance with their respective terms, except as have been obtained affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, whether statutory or decisional, relating to or affecting creditors’ rights generally, 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 or contribution thereunder may be required under the 1933 Act, the 1940 Act, the 1934 Act, AMEX limited by federal or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Each of this Agreement, the Investment Advisory Agreement and the Additional Compensation Investment Management Agreement have to which such Adviser is a party has each been duly authorized, executed and delivered by the Investment such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Agreement and the Additional Compensation Agreement each constitutes such Agreements to which such Adviser is a party constitute valid and binding obligation obligations of the Investment Adviser, enforceable in accordance with its their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws 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 except as rights to indemnity indemnification and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of any of this Agreement, the Investment Advisory Agreement or the Additional Compensation Investment Management Agreement to which such Adviser is a party nor the performance by the Investment 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 the Investment such Adviser is a party or by which it is bound, the limited partnership agreement organizational documents of the Investment Adviser, or to 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 the Investment Adviser or its properties or operations, except where such breach or default would not reasonably be expected to have a material adverse effect on the Investment such Adviser's ’s ability to perform the services contemplated by such agreementthis Agreement, the Investment Advisory Agreement or the Investment Management Agreement; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Investment Advisory Agreement or the Additional Compensation Agreement, Investment Management Agreement except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, AMEX Act or state securities laws.

Authorization of Agreements; Absence of Defaults and Conflicts. This Each of this Agreement, the Investment Advisory Agreement, the Investment Management Agreement and the Additional Compensation Agreement have to which such Adviser is a party has each been duly authorized, executed and delivered by the Investment such Adviser, and, assuming due authorization, execution and delivery by the other parties thereto, the Investment Advisory Agreement and the Additional Compensation Agreement each constitutes such Agreements to which such Adviser is a party constitute valid and binding obligation obligations of the Investment Adviser, enforceable in accordance with its their respective terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws 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 except as rights to indemnity indemnification and contribution thereunder may be limited by federal and state law; and neither the execution and delivery of any of this Agreement, the Investment Advisory Agreement, the Investment Management Agreement or the Additional Compensation Agreement Agreement[s] to which such Adviser is a party nor the performance by the Investment 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 the Investment such Adviser is a party or by which it is bound, the limited partnership agreement organizational documents of the Investment Adviser, or to 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 the Investment Adviser or its properties or operations, except where such breach or default would not reasonably be expected to have a material adverse effect on the Investment such Adviser's ’s ability to perform the services contemplated by such agreementthis Agreement, the Investment Advisory Agreement, the Investment Management Agreement or the Additional Compensation Agreement[s]; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Investment Adviser of the transactions contemplated by this Agreement, the Investment Advisory Agreement, the Investment Management Agreement or the Additional Compensation Agreement, Agreement[s] except as have been obtained or may be required under the 1933 Act, the 1940 Act, the 1934 Act, AMEX Act or state securities laws.