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

Limitation on Liability of the Marketing Agents. None of the Marketing Agents or any of their respective directors, officers, employees or agents shall be under any liability to the Up-MACRO Tradeable Trust, the Trustee, the Administrative Agent, the Holders of the 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 either Marketing Agent or their respective directors, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. Each Marketing Agent and their respective directors, 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-MACRO Holding Trustee, the Up-MACRO Holding Trustee, the Down-MACRO Tradeable Trustee or any Authorized Participant respecting any matters arising hereunder. Neither Marketing Agent shall be under any 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 such Marketing Agent has obtained an indemnity from the Holders of the Up-MACRO Tradeable Shares sufficient to hold it harmless from such liability.

Limitation on Liability of the Marketing Agents. None of the Marketing Agents or any of their respective directors, officers, employees or agents shall be under any liability to the Up-MACRO Tradeable Holding Trust, the Trustee, the Administrative Agent, the Holders of the Up-MACRO Tradeable Holding Shares, the Down-MACRO Holding Trust, the Down-MACRO Holding Trustee, the Holders of the 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 either Marketing Agent or their respective directors, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. Each Marketing Agent and their respective directors, 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-MACRO Holding Trustee, the Up-MACRO Holding Tradeable Trustee, the Down-MACRO Tradeable Trustee or any Authorized Participant respecting any matters arising hereunder. Neither Marketing Agent shall be under any 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 such Marketing Agent has obtained an indemnity from the Holders of the Up-MACRO Tradeable Holding Shares sufficient to hold it harmless from such liability.

Limitation on Liability of the Marketing Agents. None of the Marketing Agents or any of their respective directors, officers, employees or agents shall be under any liability to the UpDown-MACRO Tradeable Trust, the Trustee, the Administrative Agent, the Holders of the UpDown-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 either Marketing Agent or their respective directors, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. Each Marketing Agent and their respective directors, 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 Up-MACRO Holding Trustee, the Down-MACRO Holding Trustee, the Up-MACRO Holding Trustee, the Down-MACRO Tradeable Trustee or any Authorized Participant respecting any matters arising hereunder. Neither Marketing Agent shall be under any 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 such Marketing Agent has obtained an indemnity from the Holders of the UpDown-MACRO Tradeable Shares sufficient to hold it harmless from such liability.

Limitation on Liability of the Marketing Agents. None of the Marketing Agents or any of their respective directors, officers, employees or agents shall be under any liability to the UpDown-MACRO Tradeable Holding Trust, the Trustee, the Administrative Agent, the Holders of the Down-MACRO Holding Shares, the Up-MACRO Tradeable Holding Trust, the Up-MACRO Holding Trustee, the Holders of the 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 either Marketing Agent or their respective directors, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. Each Marketing Agent and their respective directors, 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-MACRO Holding Trustee, the Up-MACRO Holding Trustee, the Down-MACRO Tradeable Trustee, the Up-MACRO Tradeable Trustee or any Authorized Participant respecting any matters arising hereunder. Neither Marketing Agent shall be under any 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 such Marketing Agent has obtained an indemnity from the Holders of the UpDown-MACRO Tradeable Holding Shares sufficient to hold it harmless from such liability.

Limitation on Liability of the Marketing Agents. None Neither of the Marketing Agents or nor any of their respective directors, officers, employees or agents shall be under any liability to the Up-MACRO Tradeable Up Trust, the Trustee, the Administrative Agent, the Holders of the Up-MACRO Tradeable Shares 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 their capacity as Marketing Agent Agents pursuant to this Trust Agreement; provided, however, that this provision shall not protect either the Marketing Agent Agents or their respective directors, officers, employees or agents against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of its their duties or by reason of reckless disregard of its their obligations and duties hereunder. Each The Marketing Agent Agents and their respective directors, 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-MACRO Holding Trustee, the Up-MACRO Holding Trustee, the Down-MACRO Tradeable Down Trustee or any Authorized Participant respecting any matters arising hereunder. Neither The Marketing Agent Agents shall be under any no obligation to appear in, prosecute or defend any legal action which is not incidental to its their duties as Marketing Agent Agents in accordance with this Trust Agreement and which in its their reasonable judgment may involve it them in any expense or liability unless such the Marketing Agent has Agents have obtained an indemnity from the Holders of the Up-MACRO Tradeable Shares Up MacroShares sufficient to hold it them harmless from such liability.