Liabilities; Indemnification. (a) Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for the entire amount of any losses, claims, damages or liabilities (other than those incurred by a Holder as a result of the performance of the Eligible Treasuries, market fluctuations or other similar market or investment risks associated with ownership of the Up-MACRO Holding Shares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto or arising from any allegation of infringement of the intellectual property rights of third parties (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in full all Outstanding Up-MACRO Holding Shares, the Trust Assets would be used to pay any such losses, claims, damages or liabilities).
Liabilities; Indemnification. (a) Subject to Section 6.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Person”), will be indemnified and held harmless by the Company to the fullest extent legally permissible against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Person is or may be a party thereto, including interest on any of the foregoing (collectively, “Damages”) arising out of, or in connection with, the management or conduct of the business and affairs of the Company, except for any such Damages to the extent that they are found by a court of competent jurisdiction to have resulted from intentional misconduct or gross negligence of the Indemnified Persons or knowing violations by the Indemnified Persons of the law or the express provisions hereof. The Indemnified Parties may consult with counsel and accountants with respect to the affairs of the Company and will be fully protected and justified, to the extent allowed by law, in acting, or failing to act, if such action or failure to act is in accordance with the advice or opinion of such counsel or accountants.
Liabilities; Indemnification. (a) Bank shall have no responsibility or liability for (i) any breach of any obligation by any Borrower under or in connection with any Loan and/or Borrowing Agreement or other agreement relating to such Loan or in any other way in respect of any Loan, (ii) Securities on Loan or collateral held in a collateral account with a third party, other than to provide the Services under this Rider and to act upon any Instructions received under the Custody Agreement to deliver or receive such Securities or Collateral or (iii) any losses whatsoever incurred by any person as a result or in connection with a sale failure that has resulted from a failure to recall Securities on Loan in time for settlement.
Liabilities; Indemnification. (a) Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for the entire amount of any loss, liability, expense, damage or injury (collectively, a "Loss") (other than those incurred by a Holder as a result of the performance of the Eligible Treasuries, market fluctuations, the level of the Applicable Reference Price of Crude Oil or other similar market or investment risks associated with ownership of the Up MacroShares) arising out of any allegation of infringement of the intellectual property rights of third parties. If the Trust Assets at the time the claim is made were not previously used to pay in full all Outstanding Up MacroShares, the Trust Assets would be used to pay any such Loss.
Liabilities; Indemnification. 6.01 The Bank shall not be responsible for, and the Fund shall indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:
Liabilities; Indemnification. (a) Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for the entire amount of any losses, claims, damages or liabilities (other than those incurred by a Holder as a result of the performance of the Treasuries, market fluctuations or other similar market or investment risks associated with ownership of the Up-MACRO Holding Shares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in full all outstanding Up-MACRO Holding Shares, the Trust Assets would be used to pay any such losses, claims, damages or liabilities). To the extent provided in Section 10.4, the Administrative Agent will (from its own assets and not from the assets of the Up-MACRO Holding Trust) indemnify and hold harmless the Depositor against and from certain losses, claims, damages and liabilities of the Depositor as described in this Section 9.3 arising from the actions or omissions of the Administrative Agent.
Liabilities; Indemnification. (a) THE GENERAL PARTNER AND ITS AFFILIATES SHALL NOT BE LIABLE TO THE PARTNERSHIP OR THE PARTNERS FOR ANY LOSS OR DAMAGE INCURRED BY THE PARTNERSHIP OR ANY PARTNER BY REASON OF ANY ACT OR OMISSION (WHETHER NEGLIGENT OR NOT) PERFORMED OR OMITTED BY THE GENERAL PARTNER OR ITS AFFILIATES IN GOOD FAITH AND IN A MANNER REASONABLY BELIEVED BY THE GENERAL PARTNER TO BE WITHIN THE SCOPE OF THE AUTHORITY GRANTED TO THE GENERAL PARTNER BY THIS AGREEMENT. THE PARTNERSHIP SHALL INDEMNIFY AND SAVE HARMLESS THE GENERAL PARTNER AND ITS AFFILIATES TO THE FULLEST EXTENT NOW OR HEREAFTER PERMITTED BY THE ACT.
Liabilities; Indemnification. (a) Notwithstanding the other provisions of this Trust Agreement, the Depositor, by entering into this Trust Agreement, agrees to be liable, directly to the injured party, for the entire amount of any losses, claims, damages or liabilities (other than those incurred by a Holder as a result of the performance of the Treasuries, market fluctuations or other similar market or investment risks associated with ownership of the Up-MACRO Holding Shares) arising out of or based on the arrangement created by this Trust Agreement or the actions of the Depositor taken pursuant hereto or arising from any allegation of infringement of the intellectual property rights of third parties (to the extent that, if the Trust Assets at the time the claim is made were not used to pay in full all Outstanding Up-MACRO Holding Shares, the Trust Assets would be used to pay any such losses, claims, damages or liabilities). To the extent provided in Section 10.4, the Administrative Agent will (from its own assets and not from the assets of the Up-MACRO Holding Trust) indemnify and hold harmless the Depositor against and from certain losses, claims, damages and liabilities of the Depositor as described in this Section 9.3 arising from the actions or omissions of the Administrative Agent.
Liabilities; Indemnification. (a) No Member or Manager of the Company, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether such liability or obligation arises in contract, tort or otherwise, solely by reason of being a Member or Manager of the Company or any combination of the foregoing.
Liabilities; Indemnification. (a) No Shareholder shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether such liability or obligation arises in contract, tort or otherwise, solely by reason of being a Shareholder.
