Common use of Limitation on Liability of the Marketing Agent Clause in Contracts

Limitation on Liability of the Marketing Agent. Neither the Marketing Agent nor any of its directors, officers, employees or agents shall be under any liability to the Up Trust, the Trustee, the Administrative Agent, the Holders of the Up MacroShares, the Down Trust, the Down Trustee, the Holders of the Down MacroShares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Marketing Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Marketing Agent or its directors, members, managers, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Marketing Agent and its directors, members, managers, officers, employees or agents may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Administrative Agent, the Down Trustee or any Authorized Participant respecting any matters arising hereunder. The Marketing Agent shall be under no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Marketing Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Marketing Agent has obtained an indemnity from the Holders of the Up MacroShares sufficient to hold it harmless from such liability.

Limitation on Liability of the Marketing Agent. Neither the Marketing Agent nor or any of its directors, officers, employees or agents shall be under any liability to the Up Up-MACRO Tradeable Trust, the Trustee, the Administrative Agent, the Holders of the Up MacroShares, the Down Trust, the Down Trustee, the Holders of the Down MacroShares Up-MACRO Tradeable Shares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Marketing Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Marketing Agent or its directors, members, managers, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Marketing Agent and its directors, members, managers, officers, employees or agents may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Administrative Agent, the Down Down-MACRO Holding Trustee, the Up-MACRO Holding Trustee, the Down-MACRO Tradeable Trustee or any Authorized Participant respecting any matters arising hereunder. The Marketing Agent shall be under no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Marketing Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Marketing Agent has obtained an indemnity from the Holders of the Up MacroShares Up-MACRO Tradeable Shares sufficient to hold it harmless from such liability.

Limitation on Liability of the Marketing Agent. Neither the Marketing Agent nor any of its directors, officers, employees or agents shall be under any liability to the Up Down-MACRO Holding Trust, the Trustee, the Administrative Agent, the Holders of the Up MacroSharesDown-MACRO Holding Shares, the Down Up-MACRO Holding Trust, the Down Up-MACRO Holding Trustee, the Holders of the Down MacroShares Up-MACRO Holding Shares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Marketing Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Marketing Agent or its directors, members, managers, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Marketing Agent and its directors, members, managers, officers, employees or agents may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Administrative Agent, the Down Up-MACRO Holding Trustee, the Down-MACRO Tradeable Trustee, the Up-MACRO Tradeable Trustee or any Authorized Participant respecting any matters arising hereunder. The Marketing Agent shall be under no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Marketing Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Marketing Agent has obtained an indemnity from the Holders of the Up MacroShares Down-MACRO Holding Shares sufficient to hold it harmless from such liability.

Limitation on Liability of the Marketing Agent. Neither the Marketing Agent nor any of its directors, officers, employees or agents shall be under any liability to the Up Down-MACRO Tradeable Trust, the Trustee, the Administrative Agent, the Holders of the Up MacroShares, the Down Trust, the Down Trustee, the Holders of the Down MacroShares Down-MACRO Tradeable Shares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Marketing Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Marketing Agent or its directors, members, managers, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Marketing Agent and its directors, members, managers, officers, employees or agents may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Administrative Agent, the Down Up-MACRO Holding Trustee, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee or any Authorized Participant respecting any matters arising hereunder. The Marketing Agent shall be under no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Marketing Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Marketing Agent has obtained an indemnity from the Holders of the Up MacroShares Down-MACRO Tradeable Shares sufficient to hold it harmless from such liability.

Limitation on Liability of the Marketing Agent. Neither the Marketing Agent nor any of its directors, officers, employees or agents shall be under any liability to the Up Up-MACRO Holding Trust, the Trustee, the Administrative Agent, the Holders of the Up MacroSharesUp-MACRO Holding Shares, the Down Down-MACRO Holding Trust, the Down Down-MACRO Holding Trustee, the Holders of the Down MacroShares Down-MACRO Holding Shares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Marketing Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Marketing Agent or its directors, members, managers, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Marketing Agent and its directors, members, managers, officers, employees or agents may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Administrative Agent, the Down Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee or any Authorized Participant respecting any matters arising hereunder. The Marketing Agent shall be under no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Marketing Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Marketing Agent has obtained an indemnity from the Holders of the Up MacroShares Up-MACRO Holding Shares sufficient to hold it harmless from such liability.

Limitation on Liability of the Marketing Agent. Neither the Marketing Agent nor any of its directors, officers, employees or agents shall be under any liability to the Up Down Trust, the Trustee, the Administrative Agent, the Holders of the Up Down MacroShares, the Down Up Trust, the Down Up Trustee, the Holders of the Down Up MacroShares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Marketing Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Marketing Agent or its directors, members, managers, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Marketing Agent and its directors, membersmember, managers, officers, employees or agents may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Administrative Agent, the Down Up Trustee or any Authorized Participant respecting any matters arising hereunder. The Marketing Agent shall be under no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Marketing Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Marketing Agent has obtained an indemnity from the Holders of the Up Down MacroShares sufficient to hold it harmless from such liability.

Limitation on Liability of the Marketing Agent. Neither the Marketing Agent nor any of its directors, officers, employees or agents shall be under any liability to the Up Down Trust, the Trustee, the Administrative Agent, the Holders of the Up Down MacroShares, the Down Up Trust, the Down Up Trustee, the Holders of the Down Up MacroShares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Marketing Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Marketing Agent or its directors, members, managers, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Marketing Agent and its directors, members, managers, officers, employees or agents may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Administrative Agent, the Down Up Trustee or any Authorized Participant respecting any matters arising hereunder. The Marketing Agent shall be under no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Marketing Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Marketing Agent has obtained an indemnity from the Holders of the Up Down MacroShares sufficient to hold it harmless from such liability.

Limitation on Liability of the Marketing Agent. Neither the Marketing Agent nor any of its directors, officers, employees or agents shall be under any liability to the Up Trust, the Trustee, the Administrative Agent, the Holders of the Up MacroShares, the Down Trust, the Down Trustee, the Holders of the Down MacroShares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Marketing Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Marketing Agent or its directors, members, managers, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Marketing Agent and its directors, members, managers, officers, employees or agents may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Administrative Agent, the Down Trustee or any Authorized Participant respecting any matters arising hereunder. The Marketing Agent shall be under no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Marketing Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Marketing Agent has obtained an indemnity from the Holders of the Up MacroShares sufficient to hold it harmless from such liability.

Limitation on Liability of the Marketing Agent. Neither the Marketing Agent nor any of its directors, officers, employees or agents shall be under any liability to the Up Down Trust, the Trustee, the Administrative Agent, the Holders of the Up Down MacroShares, the Down Up Trust, the Down Up Trustee, the Holders of the Down Up MacroShares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Marketing Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Marketing Agent or its directors, members, managers, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misconductmisfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Marketing Agent and its directors, members, managers, officers, employees or agents may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Administrative Agent, the Down Up Trustee or any Authorized Participant respecting any matters arising hereunder. The Marketing Agent shall be under no obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Marketing Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Marketing Agent has obtained an indemnity from the Holders of the Up Down MacroShares sufficient to hold it harmless from such liability.