Common use of Limitations on Liability of the Depositor Clause in Contracts

Limitations on Liability of the Depositor. MacroMarkets LLC and Macro Financial, LLC. None of the Depositor, MacroMarkets LLC, Macro Financial, LLC or any of their respective directors, officers, employees or agents acting in such capacities shall be under any liability to the Up Trust, the Trustee, the Holders of the Up MacroShares, the Down Trust, the Down Trustee, the Holders of the Down MacroShares or any other Person for taking any action or for refraining from taking any action in good faith in their capacities as Depositor, Administrative Agent or Marketing Agent, as applicable, pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Depositor, MacroMarkets LLC, Macro Financial, LLC or any of their respective directors, 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 their respective duties or by reason of reckless disregard of their respective obligations and duties hereunder. The Depositor, MacroMarkets LLC, Macro Financial, LLC and each of their respective directors, officers, employees and agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than, in the case of the Depositor, the Depositor, in the case of MacroMarkets LLC, MacroMarkets LLC and, in the case of Macro Financial, LLC, Macro Financial, LLC) respecting any matters arising hereunder.

Limitations on Liability of the Depositor. MacroMarkets LLC and Macro Financial, LLC. None of the Depositor, MacroMarkets LLC, Macro Financial, LLC or any of their respective directors, officers, employees or agents acting in such capacities shall be under any liability to the Up Down Trust, the Trustee, the Holders of the Up MacroSharesDown Macro Shares, the Down Up Trust, the Down Up Trustee, the Holders of the Down MacroShares Up Macro Shares or any other Person for taking any action or for refraining from taking any action in good faith in their capacities as Depositor, Administrative Agent or Marketing Agent, as applicable, pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Depositor, MacroMarkets LLC, Macro Financial, LLC or any of their respective directors, 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 their respective duties or by reason of reckless disregard of their respective obligations and duties hereunder. The Depositor, MacroMarkets LLC, Macro Financial, LLC and each of their respective directors, officers, employees and agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than, in the case of the Depositor, the Depositor, in the case of MacroMarkets LLC, MacroMarkets LLC and, in the case of Macro Financial, LLC, Macro Financial, LLC) respecting any matters arising hereunder.

Limitations on Liability of the Depositor. MacroMarkets LLC and Macro Financial, LLC. None of the Depositor, MacroMarkets LLC, Macro Financial, LLC or any of their respective directors, officers, employees or agents acting in such capacities shall be under any liability to the Up Down Trust, the Trustee, 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 taking any action or for refraining from taking any action in good faith in their capacities as Depositor, Administrative Agent or Marketing Agent, as applicable, pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Depositor, MacroMarkets LLC, Macro Financial, LLC or any of their respective directors, 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 their respective duties or by reason of reckless disregard of their respective obligations and duties hereunder. The Depositor, MacroMarkets LLC, Macro Financial, LLC and each of their respective directors, officers, employees and agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than, in the case of the Depositor, the Depositor, in the case of MacroMarkets LLC, MacroMarkets LLC and, in the case of Macro Financial, LLC, Macro Financial, LLC) respecting any matters arising hereunder.

Limitations on Liability of the Depositor. MacroMarkets LLC and Macro MACRO Financial, LLC. None of the Depositor, MacroMarkets LLC, Macro MACRO Financial, LLC or any of their respective directors, officers, employees or agents acting in such capacities shall be under any liability to the Up Down-MACRO Holding Trust, the Trustee, 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 taking any action or for refraining from taking any action in good faith in their capacities as Depositor, Administrative Agent or Marketing Agent, as applicable, pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Depositor, MacroMarkets LLC, Macro MACRO Financial, LLC or any of their respective directors, 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 their respective its duties or by reason of reckless disregard of their respective its obligations and duties hereunder. The Depositor, MacroMarkets LLC, Macro MACRO Financial, LLC and each of their respective directors, officers, employees and agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than, in the case of the Depositor, the Depositor, in the case of MacroMarkets LLC, MacroMarkets LLC and, in the case of Macro MACRO Financial, LLC, Macro MACRO Financial, LLCLLC ) respecting any matters arising hereunder.

Limitations on Liability of the Depositor. MacroMarkets LLC and Macro MACRO Financial, LLC. None of the Depositor, MacroMarkets LLC, Macro MACRO Financial, LLC or any of their respective directors, officers, employees or agents acting in such capacities shall be under any liability to the Up Up-MACRO Holding Trust, the Trustee, 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 taking any action or for refraining from taking any action in good faith in their capacities as Depositor, Administrative Agent or Marketing Agent, as applicable, pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Depositor, MacroMarkets LLC, Macro MACRO Financial, LLC or any of their respective directors, 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 their respective its duties or by reason of reckless disregard of their respective its obligations and duties hereunder. The Depositor, MacroMarkets LLC, Macro MACRO Financial, LLC and each of their respective directors, officers, employees and agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than, in the case of the Depositor, the Depositor, in the case of MacroMarkets LLC, MacroMarkets LLC and, in the case of Macro MACRO Financial, LLC, Macro MACRO Financial, LLC) respecting any matters arising hereunder.

Limitations on Liability of the Depositor. MacroMarkets LLC and Macro MACRO Financial, LLC. None of the Depositor, MacroMarkets LLC, Macro MACRO Financial, LLC or any of their respective directors, officers, employees or agents acting in such capacities shall be under any liability to the Up Trust, the Trustee, the Holders of the Up MacroShares, the Down Trust, the Down Trustee, the Holders of the Down MacroShares or any other Person for taking any action or for refraining from taking any action in good faith in their capacities as Depositor, Administrative Agent or Marketing Agent, as applicable, pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Depositor, MacroMarkets LLC, Macro MACRO Financial, LLC or any of their respective directors, 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 their respective its duties or by reason of reckless disregard of their respective its obligations and duties hereunder. The Depositor, MacroMarkets LLC, Macro MACRO Financial, LLC and each of their respective directors, officers, employees and agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than, in the case of the Depositor, the Depositor, in the case of MacroMarkets LLC, MacroMarkets LLC and, in the case of Macro MACRO Financial, LLC, Macro MACRO Financial, LLC) respecting any matters arising hereunder.

Limitations on Liability of the Depositor. MacroMarkets LLC and Macro MACRO Financial, LLC. None of the Depositor, MacroMarkets LLC, Macro MACRO Financial, LLC or any of their respective directors, officers, employees or agents acting in such capacities shall be under any liability to the Up Down Trust, the Trustee, 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 taking any action or for refraining from taking any action in good faith in their capacities as Depositor, Administrative Agent or Marketing Agent, as applicable, pursuant to this Trust Agreement; provided, however, that this provision shall not protect the Depositor, MacroMarkets LLC, Macro MACRO Financial, LLC or any of their respective directors, 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 their respective its duties or by reason of reckless disregard of their respective its obligations and duties hereunder. The Depositor, MacroMarkets LLC, Macro MACRO Financial, LLC and each of their respective directors, officers, employees and agents may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person (other than, in the case of the Depositor, the Depositor, in the case of MacroMarkets LLC, MacroMarkets LLC and, in the case of Macro MACRO Financial, LLC, Macro MACRO Financial, LLC) respecting any matters arising hereunder.