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

Limitation on Liability of the Administrative Agent. Neither the Administrative Agent nor any of the directors, officers, employees or agents of the Administrative Agent shall be under any liability to the Up-MACRO Holding Trust, the Trustee, the Holders of the Up-MACRO 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 Administrative Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Administrative Agent or any director, officer, employee or agent of the Administrative Agent 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. The Administrative Agent and any director, officer, employee or agent of the Administrative Agent may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee or any Authorized Participant respecting any matters arising hereunder. The Administrative Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Administrative Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Administrative Agent has obtained an indemnity from the Holders of the Up-MACRO Holding Shares sufficient to hold it harmless from such liability. The Administrative Agent may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit and interests of the Holders of the Up-MACRO Holding Shares and the rights and duties of the parties hereto.

Limitation on Liability of the Administrative Agent. Neither the Administrative Agent nor any of the directors, officers, employees or agents of the Administrative Agent shall be under any liability to the Up-MACRO Holding Tradeable Trust, the Trustee, the Holders of the Up-MACRO Holding Shares, the Down-MACRO Holding Trust, the Down-MACRO Holding Trustee, the Holders of the Down-MACRO Holding Tradeable Shares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Administrative Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Administrative Agent or any director, officer, employee or agent of the Administrative Agent 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. The Administrative Agent and any director, officer, employee or agent of the Administrative Agent may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Holding Trustee, the Down-MACRO Tradeable Trustee or any Authorized Participant respecting any matters arising hereunder. The Administrative Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Administrative Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Administrative Agent has obtained an indemnity from the Holders of the Up-MACRO Holding Tradeable Shares sufficient to hold it harmless from such liability. The Administrative Agent may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit and interests of the Holders of the Up-MACRO Holding Tradeable Shares and the rights and duties of the parties hereto.

Limitation on Liability of the Administrative Agent. Neither the Administrative Agent nor any of the directors, officers, employees or agents of the Administrative Agent shall be under any liability to the UpDown-MACRO Holding Tradeable Trust, the Trustee, the Holders of the Up-MACRO Holding Shares, the Down-MACRO Holding Trust, the Down-MACRO Holding Trustee, the Holders of the Down-MACRO Holding Tradeable Shares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Administrative Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Administrative Agent or any director, officer, employee or agent of the Administrative Agent 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. The Administrative Agent and any director, officer, employee or agent of the Administrative Agent may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Up-MACRO Holding Trustee, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Trustee or any Authorized Participant respecting any matters arising hereunder. The Administrative Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Administrative Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Administrative Agent has obtained an indemnity from the Holders of the UpDown-MACRO Holding Tradeable Shares sufficient to hold it harmless from such liability. The Administrative Agent may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit and interests of the Holders of the UpDown-MACRO Holding Tradeable Shares and the rights and duties of the parties hereto.

Limitation on Liability of the Administrative Agent. Neither the Administrative Agent nor any of the directors, officers, employees or agents of the Administrative Agent shall be under any liability to the UpDown-MACRO Holding Trust, the Trustee, the Holders of the UpDown-MACRO Holding Shares, the DownUp-MACRO Holding Trust, the DownUp-MACRO Holding Trustee, the Holders of the DownUp-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 Administrative Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Administrative Agent or any director, officer, employee or agent of the Administrative Agent 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. The Administrative Agent and any director, officer, employee or agent of the Administrative Agent may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the DownUp-MACRO Holding Trustee, the UpDown-MACRO Tradeable Trustee, the DownUp-MACRO Tradeable Trustee or any Authorized Participant respecting any matters arising hereunder. The Administrative Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Administrative Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Administrative Agent has obtained an indemnity from the Holders of the UpDown-MACRO Holding Shares sufficient to hold it harmless from such liability. The Administrative Agent may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit and interests of the Holders of the UpDown-MACRO Holding Shares and the rights and duties of the parties hereto.

Limitation on Liability of the Administrative Agent. Neither the Administrative Agent nor any of the members, managers, directors, officers, employees or agents of the Administrative Agent shall be under any liability to the Up-MACRO Holding Up Trust, the Trustee, the Holders of the Up-MACRO Holding SharesUp MacroShares, the Down-MACRO Holding Down Trust, the Down-MACRO Holding Down Trustee, the Holders of the Down-MACRO Holding Shares Down MacroShares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Administrative Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Administrative Agent or any member, manager, director, officer, employee or agent of the Administrative Agent against any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Administrative Agent and any member, manager, director, officer, employee or agent of the Administrative Agent may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Down Trustee or any Authorized Participant respecting any matters arising hereunder. The Administrative Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Administrative Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Administrative Agent has obtained an indemnity from the Holders of the Up-MACRO Holding Shares Up MacroShares sufficient to hold it harmless from such liability. The Administrative Agent may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit and interests of the Holders of the Up-MACRO Holding Shares Up MacroShares and the rights and duties of the parties hereto.

Limitation on Liability of the Administrative Agent. Neither the Administrative Agent nor any of the members, managers, directors, officers, employees or agents of the Administrative Agent shall be under any liability to the Up-MACRO Holding Down Trust, the Trustee, the Holders of the Up-MACRO Holding SharesDown MacroShares, the Down-MACRO Holding Up Trust, the Down-MACRO Holding Up Trustee, the Holders of the Down-MACRO Holding Shares Up MacroShares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Administrative Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Administrative Agent or any member, manager, director, officer, employee or agent of the Administrative Agent against any liability which would otherwise be imposed by reason of willful misfeasancemisconduct, bad faith or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties hereunder. The Administrative Agent and any member, manager, director, officer, employee or agent of the Administrative Agent may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Up Trustee or any Authorized Participant respecting any matters arising hereunder. The Administrative Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Administrative Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Administrative Agent has obtained an indemnity from the Holders of the Up-MACRO Holding Shares Down MacroShares sufficient to hold it harmless from such liability. The Administrative Agent may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit and interests of the Holders of the Up-MACRO Holding Shares Down MacroShares and the rights and duties of the parties hereto.

Limitation on Liability of the Administrative Agent. Neither the Administrative Agent nor any of the directors, officers, employees or agents of the Administrative Agent shall be under any liability to the Up-MACRO Holding Up Trust, the Trustee, the Holders of the Up-MACRO Holding SharesUp MacroShares, the Down-MACRO Holding Down Trust, the Down-MACRO Holding Down Trustee, the Holders of the Down-MACRO Holding Shares Down MacroShares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Administrative Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Administrative Agent or any director, officer, employee or agent of the Administrative Agent 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. The Administrative Agent and any director, officer, employee or agent of the Administrative Agent may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Down Trustee or any Authorized Participant respecting any matters arising hereunder. The Administrative Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Administrative Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Administrative Agent has obtained an indemnity from the Holders of the Up-MACRO Holding Shares Up MacroShares sufficient to hold it harmless from such liability. The Administrative Agent may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit and interests of the Holders of the Up-MACRO Holding Shares Up MacroShares and the rights and duties of the parties hereto.

Limitation on Liability of the Administrative Agent. Neither the Administrative Agent nor any of the directors, officers, employees or agents of the Administrative Agent shall be under any liability to the Up-MACRO Holding Down Trust, the Trustee, the Holders of the Up-MACRO Holding SharesDown MacroShares, the Down-MACRO Holding Up Trust, the Down-MACRO Holding Up Trustee, the Holders of the Down-MACRO Holding Shares Up MacroShares or any other Person for any action taken or for refraining from taking any action in good faith in its capacity as Administrative Agent pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Administrative Agent or any director, officer, employee or agent of the Administrative Agent 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. The Administrative Agent and any director, officer, employee or agent of the Administrative Agent may rely in good faith on any document properly executed and delivered under this Trust Agreement by the Depositor, the Trustee, the Down-MACRO Holding Trustee, the Up-MACRO Tradeable Trustee, the Down-MACRO Tradeable Up Trustee or any Authorized Participant respecting any matters arising hereunder. The Administrative Agent shall not be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties as Administrative Agent in accordance with this Trust Agreement and which in its reasonable judgment may involve it in any expense or liability unless the Administrative Agent has obtained an indemnity from the Holders of the Up-MACRO Holding Shares Down MacroShares sufficient to hold it harmless from such liability. The Administrative Agent may, in its sole discretion, undertake any such legal action which it may deem necessary or desirable for the benefit and interests of the Holders of the Up-MACRO Holding Shares Down MacroShares and the rights and duties of the parties hereto.