Common use of Conditions to Marketing Agent’s Obligations Clause in Contracts

Conditions to Marketing Agent’s Obligations. The obligations of the Marketing Agent hereunder are subject in the Marketing Agent’s discretion, to the condition that (i) all representations and warranties and other statements of the General Partner herein or delivered pursuant hereto be true and correct (a) at and as of the date made, (b) at the time of the purchase of the Baskets by the Authorized Purchaser, (c) at each time the Registration Statement or the Prospectus is amended or supplemented, (d) at each time the Fund files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings under Rule 12b-25), (e) at each time the Fund issues any Baskets and (f) at such other times the Marketing Agent reasonably requests, in each case as though made at and as of such dates, and the General Partner agrees that all such representations, warranties and other statements are expressly made on and as of such dates (except, in all cases, that such representations, warranties and statements relating to the Registration Statement and the Prospectus shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) and (ii) the General Partner shall have performed all of its covenants, agreements and obligations hereunder theretofore to be performed in all respects. The respective indemnities, agreements, representations, warranties and other statements by the General Partner set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Marketing Agent or any controlling Person of the Marketing Agent, or the General Partner, or any officer or director or any controlling Person thereof, and shall survive the execution, delivery, performance and termination of this Agreement.

Conditions to Marketing Agent’s Obligations. The obligations of the Marketing Agent hereunder are subject in the Marketing Agent’s discretion, to the condition that (i) all representations and warranties and other statements of the General Partner Sponsor herein or delivered pursuant hereto be true and correct (a) at and as of the date made, (b) at the time of the purchase of the Baskets by the Authorized Purchaser, (c) at each time the Registration Statement or the Prospectus is amended or supplemented, (d) at each time the Fund files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings under Rule 12b-25)) is filed on behalf of the Fund, (e) at each time the Fund issues any Baskets and (f) at such other times the Marketing Agent reasonably requests, in each case as though made at and as of such dates, and the General Partner Sponsor agrees that all such representations, warranties and other statements are expressly made on and as of such dates (except, in all cases, that such representations, warranties and statements relating to the Registration Statement and the Prospectus shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) and (ii) the General Partner Sponsor shall have performed all of its covenants, agreements and obligations hereunder theretofore to be performed in all respects. The respective indemnities, agreements, representations, warranties and other statements by the General Partner Sponsor set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Marketing Agent or any controlling Person of the Marketing Agent, or the General PartnerSponsor, or any officer or director or any controlling Person thereof, and shall survive the execution, delivery, performance and termination of this Agreement.

Conditions to Marketing Agent’s Obligations. The obligations of the Marketing Agent hereunder are subject in the Marketing Agent’s reasonable discretion, to the condition that (i) all representations and warranties and other statements of the General Partner Sponsor herein or delivered pursuant hereto be true and correct (a) at and as of the date made, (b) at the each time of the purchase of the Baskets by the Authorized Purchasera Fund is added to this Agreement, (c) at each time a new registration statement or prospectus is filed or the Registration Statement or the Prospectus is amended or supplemented, (d) at each time the a Fund files any report, statement or other document pursuant to Section 13, 14 or 15(d15 (d) of the Exchange 1934 Act (excluding filings under Rule 12b-25), (e) at each time the a Fund issues any Baskets Shares, and (f) at such other times as the Marketing Agent reasonably requests, in each case as though made at and as of such dates, and the General Partner Sponsor agrees that all such representations, warranties and other statements are expressly made on and as of such dates (except, in all cases, that such representations, warranties and statements relating to the Registration Statement and the Prospectus shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) and (ii) the General Partner Sponsor shall have performed all of its covenants, agreements and obligations hereunder theretofore to be performed in all material respects. The respective indemnities, agreements, representations, warranties and other statements by the General Partner Sponsor set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Marketing Agent or any controlling Person person of the Marketing Agent, or the General PartnerSponsor, or any officer or director or any controlling Person thereofperson of the Sponsor, and shall survive the execution, delivery, performance and termination of this Agreement.

Conditions to Marketing Agent’s Obligations. The obligations of the Marketing Agent hereunder are is subject in the Marketing Agent’s 's discretion, to the condition that (i) all representations and warranties and other statements of the General Partner Sponsor herein or delivered pursuant hereto hereto, and all representations and warranties of the Trustee in the Reimbursement Agreement be true and correct (a) at and as of the date made, (b) at the time of the effectiveness of the Distribution Agreement and the purchase of the Baskets Shares by the Authorized PurchaserUBS, (c) at each time the Registration Statement or the Prospectus is amended or supplemented, (d) at each time the Fund Trust files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the Exchange 1934 Act (excluding filings under Rule 12b-25), (e) at each time the Fund Trust issues any Baskets Shares and (f) at such other times the Marketing Agent reasonably requests, in each case as though made at and as of such dates, and the General Partner Sponsor agrees that all such representations, warranties and other statements are expressly made on and as of such dates (except, in all cases, that such representations, warranties and statements relating to the Registration Statement and the Prospectus shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) and ), (ii) the General Partner Sponsor shall have performed all of its covenants, agreements and obligations hereunder theretofore to be performed in all respects and (iii) the Trustee shall have performed all of its covenants, agreements and obligations under the Reimbursement Agreement theretofore to be performed in all respects. The respective indemnities, agreements, representations, warranties and other statements by the General Partner Sponsor set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Marketing Agent or any controlling Person person of the Marketing Agent, or the General PartnerSponsor or the Trustee, or any officer or director or any controlling Person person thereof, and shall survive the execution, delivery, performance and termination of this Agreement.

Conditions to Marketing Agent’s Obligations. The obligations of the Marketing Agent hereunder are subject in the Marketing Agent’s discretion, to the condition that (i) all representations and warranties and other statements of the General Partner Sponsor herein or delivered pursuant hereto be true and correct (a) at and as of the date made, (b) at the time of the purchase of the Baskets by the Authorized Purchaser, (c) at each time the Registration Statement or the Prospectus is amended or supplemented, (d) at each time the Fund files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings under Rule 12b-25), (e) at each time the Fund issues any Baskets and (f) at such other times the Marketing Agent reasonably requests, in each case as though made at and as of such dates, and the General Partner Sponsor agrees that all such representations, warranties and other statements are expressly made on and as of such dates (except, in all cases, that such representations, warranties and statements relating to the Registration Statement and the Prospectus shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) and (ii) the General Partner Sponsor shall have performed all of its covenants, agreements and obligations hereunder theretofore to be performed in all respects. The respective indemnities, agreements, representations, warranties and other statements by the General Partner Sponsor set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Marketing Agent or any controlling Person of the Marketing Agent, or the General PartnerSponsor, or any officer or director or any controlling Person thereof, and shall survive the execution, delivery, performance and termination of this Agreement.

Conditions to Marketing Agent’s Obligations. The obligations of the Marketing Agent hereunder are subject in the Marketing Agent’s discretion, to the condition that (i) all representations and warranties and other statements of the General Partner Sponsor herein or delivered pursuant hereto be true and correct (a) at and as of the date made, (b) at the time of the purchase of the Baskets by the an Authorized Purchaser, (c) at each time the Registration Statement or the Prospectus is amended or supplemented, (d) at each time the Fund files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings under Rule 12b-25)) is filed on behalf of the Fund, (e) at each time the Fund issues any Baskets and (f) at such other times the Marketing Agent reasonably requests, in each case as though made at and as of such dates, and the General Partner Sponsor agrees that all such representations, warranties and other statements are expressly made on and as of such dates (except, in all cases, that such representations, warranties and statements relating to the Registration Statement and the Prospectus shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) and (ii) the General Partner Sponsor shall have performed all of its covenants, agreements and obligations hereunder theretofore to be performed in all respects. The respective indemnities, agreements, representations, warranties and other statements by the General Partner Sponsor set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Marketing Agent or any controlling Person of the Marketing Agent, or the General PartnerSponsor, or any officer or director or any controlling Person thereof, and shall survive the execution, delivery, performance and termination of this Agreement.

Conditions to Marketing Agent’s Obligations. The obligations of the Marketing Agent hereunder are is subject in the Marketing Agent’s reasonable discretion, to the condition that (i) all representations and warranties and other statements of the General Partner Sponsor herein or delivered pursuant hereto hereto, and to the knowledge of the Sponsor, all representations and warranties of the Trustee in the Reimbursement Agreement be true and correct (a) at and as of the date made, (b) at the time of the purchase of the Baskets by the Authorized Purchaser, (c) at each time a new registration statement or prospectus is filed or the Registration Statement or the Prospectus is amended or supplemented, (dc) at each time the Fund Trust files any report, statement or other document pursuant to Section 13, 14 or 15(d15 (d) of the Exchange 1934 Act (excluding filings under Rule 12b-25), (ed) at each time the Fund Trust issues any Baskets Shares, and (fe) at such other times as the Marketing Agent reasonably requests, in each case as though made at and as of such dates, and the General Partner Sponsor agrees that all such representations, warranties and other statements are expressly made on and as of such dates (except, in all cases, that such representations, warranties and statements relating to the Registration Statement and the Prospectus shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) and ), (ii) the General Partner Sponsor shall have performed all of its covenants, agreements and obligations hereunder theretofore to be performed in all material respects and (iii) the Trustee shall have performed all of its covenants, agreements and obligations under the Reimbursement Agreement theretofore to be performed in all material respects. The respective indemnities, agreements, representations, warranties and other statements by the General Partner Sponsor set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Marketing Agent or any controlling Person person of the Marketing Agent, or the General PartnerSponsor or the Trustee, or any officer or director or any controlling Person person thereof, and shall survive the execution, delivery, performance and termination of this Agreement.

Conditions to Marketing Agent’s Obligations. The obligations of the Marketing Agent hereunder are is subject in the Marketing Agent’s discretion, to the condition that (i) all representations and warranties and other statements of the General Partner Sponsor herein or delivered pursuant hereto hereto, and all representations and warranties of the Trustee in the Reimbursement Agreement be true and correct (a) at and as of the date made, (b) at the time of the effectiveness of the Distribution Agreement and the purchase of the Baskets Shares by the Authorized PurchaserUBS, (c) at each time the Registration Statement or the Prospectus is amended or supplemented, (d) at each time the Fund Trust files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the Exchange 1934 Act (excluding filings under Rule 12b-25), (e) at each time the Fund Trust issues any Baskets Shares and (f) at such other times the Marketing Agent reasonably requests, in each case as though made at and as of such dates, and the General Partner Sponsor agrees that all such representations, warranties and other statements are expressly made on and as of such dates (except, in all cases, that such representations, warranties and statements relating to the Registration Statement and the Prospectus shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) and ), (ii) the General Partner Sponsor shall have performed all of its covenants, agreements and obligations hereunder theretofore to be performed in all respects and (iii) the Trustee shall have performed all of its covenants, agreements and obligations under the Reimbursement Agreement theretofore to be performed in all respects. The respective indemnities, agreements, representations, warranties and other statements by the General Partner Sponsor set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Marketing Agent or any controlling Person person of the Marketing Agent, or the General PartnerSponsor or the Trustee, or any officer or director or any controlling Person person thereof, and shall survive the execution, delivery, performance and termination of this Agreement.

Conditions to Marketing Agent’s Obligations. The obligations of the Marketing Agent hereunder are is subject in the Marketing Agent’s 's discretion, to the condition that (i) all representations and warranties and other statements of the General Partner herein or delivered pursuant hereto be true and correct (a) at and as of the date made, (b) at the time of the purchase of the Baskets by the Authorized Purchaser, Purchaser (c) at each time the Registration Statement or the Prospectus is amended or supplemented, (d) at each time the Fund files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the Exchange Act (excluding filings under Rule 12b-25), (e) at each time the Fund issues any Baskets and (f) at such other times the Marketing Agent reasonably requests, in each case as though made at and as of such dates, and the General Partner agrees that all such representations, warranties and other statements are expressly made on and as of such dates (except, in all cases, that such representations, warranties and statements relating to the Registration Statement and the Prospectus shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) and (ii) the General Partner shall have performed all of its covenants, agreements and obligations hereunder theretofore to be performed in all respects. The respective indemnities, agreements, representations, warranties and other statements by the General Partner set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Marketing Agent or any controlling Person person of the Marketing Agent, or the General Partner, or any officer or director or any controlling Person person thereof, and shall survive the execution, delivery, performance and termination of this Agreement.

Conditions to Marketing Agent’s Obligations. The obligations of the Marketing Agent hereunder are subject in the Marketing Agent’s discretion, to the condition that conditions that: (ia) all representations and warranties and other statements of the General Partner Sponsor herein or delivered pursuant hereto be are true and correct (ai) at and as of the date madehereof, (b) at the time of the purchase of the Baskets by the Authorized Purchaser, (cii) at each time the Registration Statement or the Prospectus is amended or supplemented, (diii) at each time the Fund Trust files any report, statement or other document pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the “1934 Act”) (excluding filings under Rule 12b-25), (eiv) at each time the Fund issues any Baskets Trust accepts a creation order to issue Shares in the form of a Creation Unit to an Authorized Participant; and (fv) at such other times the Marketing Agent reasonably requests, in each case as though made at and as of such dates, and the General Partner Sponsor agrees that all such representations, warranties and other statements are expressly made on and as of such dates (except, in all cases, that such representations, warranties and statements relating to the Registration Statement and the Prospectus shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) and the date of the relevant document); (iib) the General Partner Sponsor shall have performed all of its covenants, agreements and obligations hereunder theretofore to be performed in all material respects. The respective indemnities, agreementsexcept such materiality qualifier shall not apply to Section 4.01(j); and (c) the Sponsor and the Trust will not use any other entity to perform services similar to, representationsor the same as, warranties and Marketing Activities or Distribution Activities; provided, however, that this will not apply to (i) the sale of Creation Units to Authorized Participants or (ii) to the distribution activities of J.X. Xxxxxx Securities LLC or its affiliated primary broker-dealer counterparts in other statements by jurisdictions or any successors thereto, provided that such distribution activities are in accordance with the General Partner mutual understanding of responsibilities of the parties set forth in or made pursuant Schedule II attached hereto, which may be modified from time to this Agreement time by the parties, and further provided, that the Sponsor shall remain in full force and effect regardless of any investigation (or any statement as be required hereunder to the results thereof) made by or on behalf of provide notice to the Marketing Agent prior to the commencement of any such activities that shall result in compensation that would be counted toward the percentage limitations set forth under FINRA Rule 2310(b)(4)(C)(i) or any controlling Person of the Marketing Agent, or the General Partner, or any officer or director or any controlling Person thereof, and shall survive the execution, delivery, performance and termination of this Agreement(ii).