Common use of Orders Clause in Contracts

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms to the extent applicable to it. The General Partner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Basket (a “Purchase Order”) and each order to redeem a Basket (a “Redemption Order,” and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn by the Authorized Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the General Partner not to be in proper form; (ii) that, in the opinion of nationally recognized outside counsel, the General Partner would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which would, in the opinion of nationally recognized outside counsel to the General Partner, be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket Deposit. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, or (iii) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it for all practical purposes not feasible for the Units to be delivered under the Redemption Order.

Appears in 5 contracts

Sources: Marketing Agent Agreement (United States 12 Month Oil Fund, LP), Authorized Purchaser Agreement (United States Heating Oil Fund, LP), Authorized Purchaser Agreement (United States Gasoline Fund, LP)

Orders. (a) All orders to create or redeem Baskets Creation Units for a Fund shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto applicable Procedures for the Fund as Exhibit listed on Attachment A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1hereto. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the applicable Procedures. The Administrator and Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets Creation Units which are not related to the applicable Procedures, and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket Creation Unit (a “Purchase Order”) and each order to redeem a Basket Creation Unit (a “Redemption Order,” ”, and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) Redemption Order (i) determined by the General Partner Administrator not to be in proper formform as described herein; (ii) that, in the opinion of nationally recognized outside counsel, the General Partner would have adverse tax consequences to the Fund; (iii) the acceptance or receipt fulfillment of which would, in the opinion of nationally recognized outside counsel to the General PartnerAdministrator or the Trust, be unlawful; (iii) if the Administrator determines that acceptance of an Order from an Authorized Participant would expose a Fund to credit risk; or (iv) if circumstances outside the control of the General PartnerCustodian, the Marketing Agent Administrator or the Custodian Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation BasketsUnits. None of Neither the General Partner, Administrator nor the Marketing Agent or the Custodian Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket DepositRedemption Order. (d) The General Partner acting by itself or through the Marketing Agent Administrator may, in its sole discretion, reject any Redemption Order and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, (i) determined by for any period during which the General Partner not to be in proper form Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) the fulfillment for any period during which an emergency exists as a result of which its counsel advises may be illegal under applicable laws and regulationsdelivery, disposal or evaluation of the Gold or any swap or other instrument held by a Fund is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Sponsor determines to be necessary for the protection of the General Partner, Beneficial Owners. Neither the Marketing Agent Administrator nor the Sponsor shall be liable to any person or the Custodian make it in any way for all practical purposes not feasible for the Units to be delivered under the Redemption Orderany loss or damages that may result from any such suspension or postponement.

Appears in 5 contracts

Sources: Authorized Participant Agreement (World Gold Trust), Authorized Participant Agreement (World Gold Trust), Authorized Participant Agreement (World Gold Trust)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Indenture, the Custody Agreements, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Trustee and Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a "Purchase Order") and each order to redeem a Basket (a "Redemption Order,” ", and each Purchase Order and Redemption Order, an "Order") may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Trustee. A form of Purchase/Purchase Order is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit B.C. (c) The General Partner acting by itself or through the Marketing Agent Trustee shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the General Partner Trustee not to be in proper form; (ii) that, in that the opinion of nationally recognized outside counsel, Sponsor has determined and advised the General Partner Trustee would have adverse tax consequences to the FundTrust or to the Beneficial Owners; (iii) the acceptance or receipt of which would, in the opinion of nationally recognized outside counsel to the General PartnerSponsor acceptable to the Trustee, be unlawful; or (iv) if circumstances outside the control of the General PartnerTrustee, the Marketing Agent Custodian or the Custodian Sponsor make it for all practical purposes not feasible to process creations of Creation Baskets. None of Neither the General Partner, Trustee nor the Marketing Agent or the Custodian Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket Deposit. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Trustee shall reject any Redemption Order (i) determined by the General Partner Trustee not to be in proper form or (ii) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, and the Trustee shall have no liability to any person for rejecting a Redemption Order in such circumstances. (e) The Trustee may, in its discretion, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, (i) for any period during which the New York Stock Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the Gold is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Sponsor determines to be necessary for the protection of the General Partner, Beneficial Owners. Neither the Marketing Agent Sponsor nor the Trustee shall be liable to any person or the Custodian make it in any way for all practical purposes not feasible for the Units to be delivered under the Redemption Orderany loss or damages that may result from any such suspension or postponement.

Appears in 4 contracts

Sources: Participant Agreement, Participant Agreement (streetTRACKS GOLD TRUST), Trust Indenture (Equity Gold Trust)

Orders. (a) All orders to create or redeem Baskets of a Trust shall be made in accordance with the terms of the Prospectusrelevant Trust Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets of a Trust which are not related to the Procedures, and the Authorized Purchaser will Participant shall, and shall cause any Liquidity Provider to, comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have which it has been erased or destroyed prior to receipt of such request in the normal course of business notified in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsthis Agreement. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer an Investor or otherwise), and ) that each order to create a Basket one or more Baskets (a “Purchase Creation Order”) and each order to redeem a Basket one or more Baskets (a “Redemption Order,” ”, and each Purchase any Redemption Order and Redemption or Creation Order, an “Order”) of a Trust may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Sponsor or its delegate. A form of Purchase/Redemption Creation Order Form is attached hereto as Exhibit B.B and a form of Redemption Order Form is attached hereto as Exhibit C. (c) The General Partner acting by itself Sponsor or through the Marketing Agent its delegate shall have the absolute right, but shall have no obligation, to reject any Purchase Creation Order or Creation Total Basket Deposit (as defined in Section 6) Amount if (i) determined by the General Partner Creation Order is not to be in proper form; form as described herein, (ii) that, the Creation Order would cause participation by benefit plan investors in the opinion of nationally recognized outside counselrelevant Trust to be “significant” (as that term is defined in the Plan Asset Regulations), the General Partner would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which would, in the opinion of nationally recognized outside counsel to the General Partner, be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent Sponsor or the Custodian its delegates make it for all practical purposes not feasible for the relevant Trust to process creations of issue Creation Baskets. None , (iv) the fulfillment of the General PartnerCreation Order, in the Marketing Agent opinion of counsel, might be unlawful, (v) any such action is deemed necessary or advisable by the Custodian Sponsor or its delegate or (vi) for any reason at any time or from time to time. The Sponsor or its delegates shall not be liable to any person by reason of the rejection of any Purchase Creation Order or Creation Total Basket DepositAmount. (d) The General Partner acting by itself Sponsor or through its delegate shall have the Marketing Agent mayabsolute right, in its sole discretionbut shall have no obligation, to reject any Redemption Order or Redemption Baskets if (i) determined by the General Partner Redemption Order is not to be in proper form as described herein, (ii) the fulfillment of which its counsel advises may Redemption Order would cause participation by benefit plan investors in the relevant Trust to be illegal under applicable laws and regulations“significant” (as that term is defined in the Plan Asset Regulations), or (iii) if circumstances outside the control of the General Partner, the Marketing Agent Sponsor or the Custodian its delegates make it for all practical purposes not feasible for the Units relevant Trust to be delivered under redeem Redemption Baskets, (iv) the fulfillment of the Redemption Order, in the opinion of counsel, might be unlawful, (v) any such action is deemed necessary or advisable by the Sponsor or its delegate or (vi) for any reason at any time or from time to time. The Sponsor or its delegates shall not be liable to any person by reason of the rejection of any Redemption Order or Redemption Baskets. (e) The creation and, if permitted, redemption of Shares of a Trust may be suspended generally, or refused with respect to a particular Creation Order or Redemption Order relating to such Trust, during any period during which the transfer books of the Transfer Agent (as defined in the relevant Trust Agreement) are closed or if circumstances outside the control of the Sponsor or its delegate make it for all practicable purposes not feasible to process such Orders. None of the Sponsor or its delegates shall be liable for the suspension or rejection of any Order.

Appears in 4 contracts

Sources: Master Participant Agreement (Grayscale Filecoin Trust (FIL)), Master Participant Agreement (Grayscale Bitcoin Trust (BTC)), Master Participant Agreement (Grayscale Ethereum Classic Trust (ETC))

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have which it has been erased or destroyed prior to receipt of such request in the normal course of business notified in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsthis Agreement. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase OrderOrder Subscription Agreement”) and each order to redeem a Basket (a “Redemption Order,” ”, and each Purchase Order Subscription Agreement and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Managing Owner. A form of Purchase/Purchase Order Subscription Agreement is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit B.C. (c) The General Partner acting by itself or through the Marketing Agent Managing Owner shall have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Creation Basket Deposit (as defined in Section 6) Capital Contribution (i) determined by the General Partner Managing Owner not to be in proper form; (ii) that, in that the opinion of nationally recognized outside counsel, the General Partner Managing Owner has determined would have adverse tax consequences to any Fund or to the FundBeneficial Owners; (iii) the acceptance or receipt of which wouldcould, in the opinion of nationally recognized outside counsel to the General Partner, Managing Owner be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian Managing Owner make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Order Subscription Agreement or Creation Basket DepositCapital Contribution. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Managing Owner shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel advises may would be illegal under applicable laws and regulations, and the Managing Owner shall have no liability to any person for rejecting a Redemption Order in such circumstances. (e) The Managing Owner may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which the American Stock Exchange or any exchange on which the assets of any Fund are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the assets of any Fund is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Managing Owner determines to be necessary for the protection of the General Partner, the Marketing Agent Beneficial Owners. The Managing Owner is not liable to any person or the Custodian make it in any way for all practical purposes not feasible for the Units to be delivered under the Redemption Orderany loss or damages that may result from any such suspension or postponement.

Appears in 4 contracts

Sources: Participant Agreement, Participant Agreement (PowerShares DB Multi-Sector Commodity Trust), Participant Agreement (PowerShares DB US Dollar Index Bullish Fund)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will sold) shall be governed by made in accordance with the procedures set forth in Exhibit A-1terms of the Prospectus, this Agreement and the Procedures. Each party will comply with such foregoing terms to the extent applicable to it. The General Partner Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner Sponsor shall promptly provide or request from the recording party copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner Sponsor shall take such actions as reasonably necessary to satisfy Authorized Purchasers’ Purchaser’s reasonable request for copies of recordings. (b) The Authorized Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Basket or Baskets (a “Purchase Order”) and each order to redeem a Basket or Baskets (a “Redemption Order,” and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn by the Authorized Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B.. (c) The General Partner Sponsor acting by itself or through the Administrator or the Marketing Agent shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) if the Sponsor determines that, due to position limits or otherwise, investment alternatives that will enable a Fund to meet its investment objective are not available to the Fund at that time; (ii) if it is determined by the General Partner Sponsor not to be in proper form; (iiiii) that, in if the opinion of nationally recognized outside counsel, the General Partner Sponsor believes that acceptance would have adverse tax consequences to the FundFund or its shareholders; (iiiiv) if the acceptance or receipt of which a Creation Basket Deposit would, in the opinion of nationally recognized outside counsel to the General PartnerSponsor, be unlawful; or (ivv) if circumstances outside the control of the General PartnerSponsor, the Marketing Agent or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General PartnerSponsor, the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket Deposit. (d) The General Partner Sponsor acting by itself or through the Marketing Agent Administrator may, in its sole discretion, reject any Redemption Order (i) determined by the General Partner Sponsor not to be in proper form (ii) the fulfillment of which its counsel advises may might be illegal under applicable laws and regulationsunlawful, or (iii) if circumstances outside the control if, as a result of the General Partnerredemption, the Marketing Agent number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or the Custodian make it for all practical purposes not feasible for the Units to be delivered under the Redemption Orderas otherwise stated in a Fund’s Prospectus.

Appears in 3 contracts

Sources: Authorized Purchaser Agreement (Teucrium Commodity Trust), Authorized Purchaser Agreement (Teucrium Commodity Trust), Authorized Purchaser Agreement (Teucrium Commodity Trust)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, the Deposit Account Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The General Partner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser will comply with such procedures. The Authorized Purchaser Participant hereby consents to the use of recorded telephone lines; lines whether or not such use is reflected in the Procedures, provided that the General Partner Trustee shall promptly provide copies of recordings of any such calls to the Authorized Purchaser Participant upon reasonable request by the Authorized Purchaser Participant unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping recordkeeping policies and procedures. The General Partner Trustee and Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets, and the Authorized Participant will comply with such procedures of which it has received notice in accordance with Section 18(c), provided that any revised procedures shall take not apply retroactively to orders submitted prior to such actions as necessary change in procedures or prior to satisfy the time at which the Authorized Purchasers’ reasonable request for copies Participant receives notice of recordingsany such change. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Basket (a “Purchase Order”) and each order to redeem a Basket (a “Redemption Order,” ”, and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Trustee. A form of Purchase/Purchase Order is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit B.C. Notwithstanding the foregoing, the Trustee agrees to use reasonable efforts to facilitate cancellation of an Order upon prompt inquiry from the Authorized Participant after placing such Order and only where the written cancellation of the Order has been delivered to the Trustee (by the method permitted for delivery of the Order to the Trustee) not later than the Order Cut-Off Time, or Early Order Cut-Off Time, as applicable. (c) The General Partner acting by itself or through delivery of the Marketing Agent shall have Shares to the absolute right, but shall have no obligation, to reject any Authorized Participant against deposits of Chinese Renminbi in connection with a Purchase Order may be suspended generally, or Creation Basket Deposit (as defined in Section 6) (i) determined refused with respect to particular requested deliveries, during any period when the transfer books of the Trustee are closed or if any such action is deemed necessary or advisable by the General Partner not Trustee or the Sponsor for any reason at any time or from time to be in proper form; (ii) that, time. Except as otherwise provided in the opinion of nationally recognized outside counselTrust Agreement, the General Partner would have adverse tax consequences surrender of Shares to the Fund; (iii) the acceptance or receipt Trustee for purposes of which would, withdrawing Chinese Renminbi in the opinion of nationally recognized outside counsel to the General Partner, be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket Deposit. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, reject any connection with a Redemption Order (i) determined by the General Partner may not to be in proper form (ii) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, or (iii) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it for all practical purposes not feasible for the Units to be delivered under the Redemption Ordersuspended.

Appears in 3 contracts

Sources: Participant Agreement (Currencyshares Chinese Renminbi Trust), Participant Agreement (Currencyshares Chinese Renminbi Trust), Participant Agreement (Currencyshares Chinese Renminbi Trust)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have which it has been erased or destroyed prior to receipt of such request in the normal course of business notified in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsthis Agreement. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase OrderOrder Subscription Agreement”) and each order to redeem a Basket (a “Redemption Order,” ”, and each Purchase Order Subscription Agreement and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Managing Owner. A form of Purchase/Purchase Order Subscription Agreement is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit B.C. (c) The General Partner acting by itself or through the Marketing Agent Managing Owner shall have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Creation Basket Deposit (as defined in Section 6) Capital Contribution (i) determined by the General Partner Managing Owner not to be in proper form; (ii) that, in that the opinion of nationally recognized outside counsel, the General Partner Managing Owner has determined would have adverse tax consequences to the FundFund or to the Beneficial Owners; (iii) the acceptance or receipt of which wouldcould, in the opinion of nationally recognized outside counsel to the General Partner, Managing Owner be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian Managing Owner make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Order Subscription Agreement or Creation Basket DepositCapital Contribution. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Managing Owner shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel advises may would be illegal under applicable laws and regulations, and the Managing Owner shall have no liability to any person for rejecting a Redemption Order in such circumstances. (e) The Managing Owner may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which the American Stock Exchange or any exchange on which the Fund’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the Fund’s assets is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Managing Owner determines to be necessary for the protection of the General Partner, the Marketing Agent Beneficial Owners. The Managing Owner is not liable to any person or the Custodian make it in any way for all practical purposes not feasible for the Units to be delivered under the Redemption Orderany loss or damages that may result from any such suspension or postponement.

Appears in 3 contracts

Sources: Participant Agreement (DB US Dollar Index Master Trust), Db Fund Participant Agreement (DB Multi-Sector Commodity Trust), Participant Agreement (DB Multi-Sector Commodity Master Trust)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1AP Handbook. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser will Participant shall comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have which it has been erased or destroyed prior to receipt of such request in the normal course of business notified in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsthis Agreement. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase Order”) and each order to or redeem a Basket (a “Creation/Redemption Order,Order Formand each Purchase Order and Redemption Order, or an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant after its delivery to and acceptance by the Distributor. A form of PurchaseCreation/Redemption Order Form is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent Distributor shall have the absolute right, but shall have no obligation, to reject any Purchase Creation/Redemption Order Form or Creation Basket Deposit (as defined in Section 6) Capital Contribution (i) determined by the General Partner Distributor not to be in proper form; (ii) that, in the opinion of nationally recognized outside counsel, the General Partner would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which wouldcould, in the opinion of nationally recognized outside counsel to the General PartnerManaging Owner, be unlawful; or (iviii) if circumstances outside the control of the General Partner, the Marketing Agent Distributor or the Custodian Managing Owner, as applicable, make it it, for all practical purposes purposes, not feasible to process creations of Creation Baskets. None of The Distributor shall reject a Creation/Redemption Order Form or Creation Basket Capital Contribution if it has been advised in writing by the General PartnerManaging Owner that it believes that such order would have adverse tax consequences to the Trust, any Fund, or its shareholders. Neither the Marketing Agent or Managing Owner nor the Custodian Distributor shall be liable to any person by reason of the rejection of any Purchase Creation/Redemption Order Form or Creation Basket DepositCapital Contribution. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Distributor shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel to the Managing Owner advises may in writing that it would be illegal under applicable laws and regulations, and neither the Managing Owner nor the Distributor shall have liability to any person for rejecting a Redemption Order in such circumstances. (e) The Managing Owner may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which the NYSE Arca, Inc. or any exchange on which a Funds’ assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of a Fund’s assets is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Managing Owner determines to be necessary for the protection of the General Partner, Beneficial Owners. The Managing Owner shall promptly notify the Marketing Agent Distributor of any action taken pursuant to this Section 3(e). The Managing Owner and the Distributor shall not liable to any person or the Custodian make it in any way for all practical purposes not feasible for the Units to be delivered under the Redemption Orderany loss or damages that may result from any such suspension or postponement.

Appears in 2 contracts

Sources: Authorized Participant Agreement (ETF Managers Group Commodity Trust I), Authorized Participant Agreement (ETF Managers Group Commodity Trust I)

Orders. (a) All orders to create or redeem Baskets Creation Units shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Sponsor may issue issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Baskets Creation Units which are not related to the Procedures, and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon which it has received notice delivered in accordance with Section 16(c) within a commercially reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to time following receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsnotice. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Basket Creation Unit (a “Purchase Order”) and each order to redeem a Basket Creation Unit (a “Redemption Order,” ”, and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized Purchaser. A form Participant upon its delivery of Purchase/Redemption the Order is attached hereto as Exhibit B.to the Sponsor, or the Sponsor’s designee. (c) The General Partner acting by itself Sponsor may, in its discretion, suspend the right of repurchase, or through postpone the Marketing Agent purchase settlement date, (i) for any period during which any of the NYSE Arca, AMEX, NYSE, CME, CBOT, ICE/ NYBOT, LME or NYMEX/COMEX is closed other than for customary holidays or weekend closings or when trading is suspended or restricted on such exchanges in any of the underlying commodities; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the General Partner Sponsor, or its designee, not to be in proper form; (ii) thatthat the Sponsor, in the opinion of nationally recognized outside counselor its designee, the General Partner has determined would have adverse tax consequences to the FundTrust or to the Beneficial Owners; (iii) the acceptance or receipt of which wouldcould, in the opinion of nationally recognized outside counsel to the General Partner, Sponsor be unlawful; or (iv) if circumstances outside the control of the General PartnerSponsor, the Marketing Agent or the Custodian its designee, make it for all practical purposes not feasible to process creations of Creation BasketsUnits. None of the General Partner, the Marketing Agent or the Custodian The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order or Creation Basket DepositOrder. (d) The General Partner acting by itself Sponsor, or through the Marketing Agent mayits designee, in its sole discretion, shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel advises may would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances. (e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, for any period during which any of the AMEX, NYSE, CME, CBOT, ICE/NYBOT, LME or NYMEX/COMEX is closed other than for customary holidays or weekend closings or when trading is suspended or restricted on such exchanges in any of the underlying commodities: (i) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iiiii) if circumstances outside for such other period as the control Sponsor determines to be necessary for the protection of the General Partnershareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. (f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. In the event that the Sponsor, the Marketing Agent Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Custodian make it for all practical purposes not feasible for Participant waives its right to seek such protective order or remedy, the Units Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be delivered under furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Redemption Order.recorded

Appears in 2 contracts

Sources: Authorized Participant Agreement, Authorized Participant Agreement (ProShares Trust II)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have which it has been erased or destroyed prior to receipt of such request in the normal course of business notified in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsthis Agreement. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase OrderOrder Subscription Agreement”) and each order to redeem a Basket (a “Redemption Order,” ”, and each Purchase Order Subscription Agreement and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Managing Owner. A form of Purchase/Purchase Order Subscription Agreement is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit B.C. (c) The General Partner acting by itself or through the Marketing Agent Managing Owner shall have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Creation Basket Deposit (as defined in Section 6) Capital Contribution (i) determined by the General Partner Managing Owner not to be in proper form; (ii) that, in that the opinion of nationally recognized outside counsel, the General Partner Managing Owner has determined would have adverse tax consequences to the FundTrust or to the Beneficial Owners; (iii) the acceptance or receipt of which wouldcould, in the opinion of nationally recognized outside counsel to the General Partner, Managing Owner be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian Managing Owner make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Order Subscription Agreement or Creation Basket DepositCapital Contribution. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Managing Owner shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel advises may would be illegal under applicable laws and regulations, and the Managing Owner shall have no liability to any person for rejecting a Redemption Order in such circumstances. (e) The Managing Owner may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which the American Stock Exchange or any exchange on which the Trust’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the Trust’s assets is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Managing Owner determines to be necessary for the protection of the General Partner, the Marketing Agent Beneficial Owners. The Managing Owner is not liable to any person or the Custodian make it in any way for all practical purposes not feasible for the Units to be delivered under the Redemption Orderany loss or damages that may result from any such suspension or postponement.

Appears in 2 contracts

Sources: Participant Agreement, Participant Agreement (Db Currency Index Value Master Fund)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized PurchaserParticipant’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will sold) shall be governed by made in accordance with the procedures set forth in Exhibit A-1terms of the Prospectus, this Agreement and the Procedures. Each party will comply with such foregoing terms to the extent applicable to it. The General Partner Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself or its affiliate and any party for which it is acting or for which is acting on its behalf (whether such party is a customer or otherwise), and ) that each order to create a Basket or Baskets (a “Purchase Order”) and each order to redeem a Basket or Baskets (a “Redemption Order,” and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn by the Authorized Purchaser. A form of Purchase/Redemption Participant after it has been accepted by the Trust (directly or through the Sponsor or Order is attached hereto as Exhibit B.Examiner). (c) The General Partner Sponsor shall treat the Authorized Participant in an identical manner as it treats other participants with which it has entered in an authorized participant agreement and shall not reject an Order of the Authorized Participant other than for the same reasons as it would reject an Order of any other participant. (d) The Sponsor acting by itself or through BNY Mellon or the Marketing Agent Order Examiner shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 67) (i) if the Sponsor determines and has publicly disclosed such determination, due to position limits or otherwise, that investment alternatives that will enable the Trust to meet its investment objective are not available to the Trust at that time; (ii) if the order is determined by the General Partner Sponsor not to be in proper formform and the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as to allow it to be accepted; (iiiii) that, in if the opinion of nationally recognized outside counsel, the General Partner Sponsor believes that acceptance would have adverse tax consequences to the FundTrust or its shareholders and has disclosed to the Authorized Participant how to revise the order so that it can be accepted without adverse tax consequences; (iiiiv) if the acceptance or receipt of which a Creation Basket Deposit would, in the opinion of nationally recognized outside counsel to the General PartnerSponsor, be unlawful and the Sponsor has disclosed to the Authorized Participant how to revise the order so that it can be accepted without being unlawful; or (ivv) if circumstances outside the control of the General PartnerSponsor, the Marketing Agent Order Examiner or the Custodian BNY Mellon make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General PartnerSponsor, the Marketing Agent Order Examiner or the Custodian BNY Mellon shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket Deposit. (de) The General Partner Sponsor acting by itself or through the Marketing Agent BNY Mellon may, in its sole discretion, reject any Redemption Order (i) determined by the General Partner Sponsor not to be in proper form provided the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as to allow it to be accepted; (ii) the fulfillment of which its counsel advises may would be illegal under applicable laws unlawful and regulationsthe Sponsor has disclosed to the Authorized Participant how to revise the order so that it can be accepted without being unlawful, or (iii) if circumstances outside the control if, as a result of the General Partnerredemption, the Marketing Agent number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or as otherwise stated in the Custodian make it for all practical purposes not feasible for the Units to be delivered under the Redemption OrderProspectus.

Appears in 2 contracts

Sources: Authorized Participant Agreement (21Shares Core Ethereum ETF), Authorized Participant Agreement (Ark 21Shares Bitcoin ETF)

Orders. (a) All orders to create or redeem Baskets Creation Units shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Sponsor may issue issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Baskets Creation Units which are not related to the Procedures, and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to time following receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsnotice. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Basket Creation Unit (a “Purchase Order”) and each order to redeem a Basket Creation Unit (a “Redemption Order,” ”, and each Purchase Order and Redemption Order, an “Order”) delivered to the Sponsor, or the Sponsor’s designee, may not be withdrawn revoked by the Authorized Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B.Participant after the specified Cut- off Time for the Trust. (c) The General Partner acting by itself Sponsor may, in its discretion, suspend the right of repurchase, or through postpone the Marketing Agent purchase settlement date, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the General Partner Sponsor, or its designee, not to be in proper form; (ii) thatthat the Sponsor, in the opinion of nationally recognized outside counselor its designee, the General Partner has determined would have adverse tax consequences to the FundTrust or to the Beneficial Owners; (iii) the acceptance or receipt of which wouldcould, in the opinion of nationally recognized outside counsel to the General Partner, Sponsor be unlawful; or (iv) if circumstances outside the control of the General PartnerSponsor, the Marketing Agent or the Custodian its designee, make it for all practical purposes not feasible to process creations of Creation BasketsUnits. None of the General Partner, the Marketing Agent or the Custodian The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order or Creation Basket DepositOrder. (d) The General Partner acting by itself Sponsor, or through the Marketing Agent mayits designee, in its sole discretion, shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel advises may would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances. (e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which [Nasdaq] is closed other than for customary holidays or weekend closings; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Sponsor determines to be necessary for the protection of the General Partnershareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. (f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures; provided such consent shall not deemed to be a waiver of any applicable rules of evidence in any proceeding. In the event that the Sponsor, the Marketing Agent Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Custodian make it for all practical purposes not feasible for Authorized Participant waives its right to seek such protective order or remedy, the Units Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be delivered under furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Redemption Orderrecorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.

Appears in 2 contracts

Sources: Authorized Participant Agreement (Canary HBAR ETF), Authorized Participant Agreement (Canary Litecoin ETF)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser will Participant shall comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have which it has been erased or destroyed prior to receipt of such request in the normal course of business notified in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsthis Agreement. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase OrderOrder Subscription Agreement”) and each order to redeem a Basket (a “Redemption Order,” ”, and each Purchase Order Subscription Agreement and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Managing Owner. A form of Purchase/Purchase Order Subscription Agreement is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit B.C. (c) The General Partner acting by itself or through the Marketing Agent Managing Owner shall have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Creation Basket Deposit (as defined in Section 6) Capital Contribution (i) determined by the General Partner Managing Owner not to be in proper form; (ii) that, in that the opinion of nationally recognized outside counsel, the General Partner Managing Owner has determined would have adverse tax consequences to the FundTrust or to the Beneficial Owners; (iii) the acceptance or receipt of which wouldcould, in the opinion of nationally recognized outside counsel to the General PartnerManaging Owner, be unlawful; or (iv) if circumstances outside the control of the General PartnerManaging Owner make it, the Marketing Agent or the Custodian make it for all practical purposes purposes, not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Order Subscription Agreement or Creation Basket DepositCapital Contribution. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Managing Owner shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel advises may would be illegal under applicable laws and regulations, and the Managing Owner shall have no liability to any person for rejecting a Redemption Order in such circumstances. (e) The Managing Owner may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which the NYSE Arca, Inc. or any exchange on which the Trust’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the Trust’s assets is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Managing Owner determines to be necessary for the protection of the General Partner, the Marketing Agent Beneficial Owners. The Managing Owner is not liable to any person or the Custodian make it in any way for all practical purposes not feasible for the Units to be delivered under the Redemption Orderany loss or damages that may result from any such suspension or postponement.

Appears in 2 contracts

Sources: Participant Agreement (Jefferies Commodity Real Return ETF), Participant Agreement (Jefferies S&P 500 VIX Short-Term Futures ETF)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures and the Authorized Participant shall be provided with copies or transcripts of such recordings upon reasonable request. The Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser will Participant shall comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have which it has been erased or destroyed prior to receipt of such request in the normal course of business notified in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsthis Agreement. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase Order”) and each order to or redeem a Basket (a “Creation/Redemption Order,Order Formand each Purchase Order and Redemption Order, or an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant after its delivery to and acceptance by the Distributor. A form of PurchaseCreation/Redemption Order Form is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent Distributor shall have the absolute right, but shall have no obligation, to reject any Purchase Creation/Redemption Order Form or Creation Basket Deposit (as defined in Section 6) Capital Contribution (i) determined by the General Partner Distributor not to be in proper form; (ii) that, in the opinion of nationally recognized outside counsel, the General Partner would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which wouldcould, in the opinion of nationally recognized outside counsel to the General PartnerManaging Owner, be unlawful; or (iviii) if circumstances outside the control of the General Partner, the Marketing Agent Distributor or the Custodian Managing Owner, as applicable, make it it, for all practical purposes purposes, not feasible to process creations of Creation Baskets. None The Distributor shall reject a Creation/Redemption Order Form or Creation Basket Capital Contribution if it has been advised in writing by the Managing Owner that it believes that such order would have adverse tax consequences to any Trust or its shareholders. Distributor shall notify the Authorized Participant of any rejection of an order as soon as reasonably practicable. Neither the General Partner, Managing Owner nor the Marketing Agent or the Custodian Distributor shall be liable to any person by reason of the rejection of any Purchase Creation/Redemption Order Form or Creation Basket DepositCapital Contribution. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Distributor shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel to the Managing Owner advises may in writing that it would be illegal under applicable laws and regulations, in which case the Distributor shall notify the Authorized Participant of such rejection as soon as reasonably practicable. Neither the Managing Owner nor the Distributor shall have liability to any person for rejecting a Redemption Order in such circumstances. (e) The Managing Owner may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which the NYSE Arca, Inc. or any exchange on which a Trust’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of a Trust’s assets is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Managing Owner determines to be necessary for the protection of the General Partner, Beneficial Owners. The Managing Owner shall promptly notify the Marketing Agent Distributor and the Authorized Participant of any action taken pursuant to this Section 3(e). The Managing Owner and the Distributor shall not liable to any person or the Custodian make it in any way for all practical purposes not feasible for the Units to be delivered under the Redemption Orderany loss or damages that may result from any such suspension or postponement.

Appears in 2 contracts

Sources: Participant Agreement, Participant Agreement (FactorShares 2X: S&P500 Bull/Usd Bear)

Orders. (a) All orders to create or redeem Baskets Creation Units for a Fund shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto applicable Procedures for the Fund as Exhibit listed on Annex A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1hereto. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the applicable Procedures. The Administrator and Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets Creation Units which are not related to the applicable Procedures, and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket Creation Unit (a “Purchase Order”) and each order to redeem a Basket Creation Unit (a “Redemption Order,” ”, and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) Redemption Order (i) determined by the General Partner Administrator not to be in proper formform as described herein; (ii) that, in the opinion of nationally recognized outside counsel, the General Partner would have adverse tax consequences to the Fund; (iii) the acceptance or receipt fulfillment of which would, in the opinion of nationally recognized outside counsel to the General PartnerAdministrator or the Trust, be unlawful; (iii) if the Administrator determines that acceptance of an Order from an Authorized Participant would expose a Fund to credit risk; or (iv) if circumstances outside the control of the General PartnerCustodian, the Marketing Agent Administrator or the Custodian Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation BasketsUnits. None of Neither the General Partner, Administrator nor the Marketing Agent or the Custodian Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket DepositRedemption Order. (d) The General Partner acting by itself or through the Marketing Agent Administrator may, in its sole discretion, reject any Redemption Order and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, (i) determined by for any period during which the General Partner not to be in proper form Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) the fulfillment for any period during which an emergency exists as a result of which its counsel advises may be illegal under applicable laws and regulationsdelivery, disposal or evaluation of the Gold or any swap or other instrument held by a Fund is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Sponsor determines to be necessary for the protection of the General Partner, Beneficial Owners. Neither the Marketing Agent Administrator nor the Sponsor shall be liable to any person or the Custodian make it in any way for all practical purposes not feasible for the Units to be delivered under the Redemption Orderany loss or damages that may result from any such suspension or postponement.

Appears in 1 contract

Sources: Authorized Participant Agreement (World Gold Trust)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will sold) shall be governed by made in accordance with the procedures set forth in Exhibit A-1terms of the Prospectus, this Agreement and the Procedures. Each party will comply with such foregoing terms to the extent applicable to it. The General Partner Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner Sponsor shall promptly provide or request from the recording party copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner Sponsor shall take such actions as reasonably necessary to satisfy Authorized Purchasers’ Purchaser’s reasonable request for copies of recordings. (b) The Authorized Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Basket or Baskets (a “Purchase Order”) and each order to redeem a Basket or Baskets (a “Redemption Order,” and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn by the Authorized Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B.. (c) The General Partner Sponsor acting by itself or through the Administrator or the Marketing Agent shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) if the Sponsor determines that, due to position limits or otherwise, investment alternatives that will enable a Fund to meet its investment objective are not available to the Fund at that time; (ii) if it is determined by the General Partner not to be in proper form; (iiiii) that, in if the opinion of nationally recognized outside counsel, the General Partner Sponsor believes that acceptance would have adverse tax consequences to the FundFund or its shareholders; (iiiiv) if the acceptance or receipt of which a Creation Basket Deposit would, in the opinion of nationally recognized outside counsel to the General PartnerSponsor, be unlawful; or (ivv) if circumstances outside the control of the General PartnerSponsor, the Marketing Agent or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General PartnerSponsor, the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket Deposit. (d) The General Partner Sponsor acting by itself or through the Marketing Agent Administrator may, in its sole discretion, reject any Redemption Order (i) determined by the General Partner Sponsor not to be in proper form (ii) the fulfillment of which its counsel advises may might be illegal under applicable laws and regulationsunlawful, or (iii) if circumstances outside the control if, as a result of the General Partnerredemption, the Marketing Agent or the Custodian make it for all practical purposes not feasible for the Units number of remaining outstanding Shares would be reduced to be delivered under the Redemption Orderfewer than 100,000.

Appears in 1 contract

Sources: Authorized Purchaser Agreement (Teucrium Commodity Trust)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures and the Managing Owner shall take reasonable steps to cause the appropriate party to provide the Authorized Participant with copies of such recordings upon such party’s reasonable request. The Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser will Participant shall comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have which it has been erased or destroyed prior to receipt of such request in the normal course of business notified in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsthis Agreement. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase OrderOrder Subscription Agreement”) and each order to redeem a Basket (a “Redemption Order,” and each ”, and, together with the Purchase Order and Redemption OrderSubscription Agreement, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Transfer Agent (as defined in the Procedures). A form of Purchase/Purchase Order Subscription Agreement is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit B.C. (c) The General Partner acting by itself Managing Owner or through the Marketing Agent its delegate shall have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Creation Basket Deposit Capital Contribution (as defined in Section 6the Trust Agreement) if (i) the Managing Owner or Transfer Agent has determined by in good faith that the General Partner Purchase Order Subscription Agreement or Creation Basket Capital Contribution is not to be materially in proper form; (ii) that, the Managing Owner has determined in good faith that the opinion acceptance or receipt of nationally recognized outside counsel, the General Partner Purchase Order Subscription Agreement or Creation Basket Capital Contribution would be reasonably likely to have adverse tax consequences to the FundTrust or to the Beneficial Owners; (iii) the acceptance or receipt of which such Purchase Order Subscription Agreement Creation Basket Capital Contribution would, in the opinion of nationally recognized outside counsel to the General PartnerManaging Owner, be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent Managing Owner or the Custodian Transfer Agent make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Order Subscription Agreement or Creation Basket DepositCapital Contribution in such circumstances. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Managing Owner shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel advises may would be illegal under applicable laws and regulations, and the Managing Owner shall have no liability to any person for rejecting a Redemption Order in such circumstances. (e) The Managing Owner may, in its reasonable, good faith discretion, suspend the right of redemption, or postpone the Settlement Time (as described in the Procedures), (i) for any period during which the NYSE Arca, Inc. or any exchange on which the Trust’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the Trust’s assets is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Managing Owner determines to be necessary for the protection of the General PartnerBeneficial Owners. The Managing Owner is not liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. (f) Solely with respect to Creation Orders or Redemption Orders executed through the CNS Clearing Process, the Marketing Authorized Participant, as a Participating Party, hereby authorizes the transmission to the NSCC on behalf of the Authorized Participant by the Transfer Agent or of such instructions consistent with the Custodian make it for all practical purposes not feasible for instructions issued by the Units Authorized Participant. The Authorized Participant agrees to be delivered under bound by the Redemption Orderterms of such instructions issued and reported to NSCC by the Transfer Agent as though such instructions were issued by the Authorized Participant directly to NSCC.

Appears in 1 contract

Sources: Participant Agreement (Invesco DB G10 Currency Harvest Fund)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms to the extent applicable to it. The General Partner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Basket (a “Purchase Order”) and each order to redeem a Basket (a “Redemption Order,” ”, and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn by the Authorized Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the General Partner not to be in proper form; (ii) that, in the opinion of nationally recognized outside counsel, that the General Partner has determined would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which would, in the opinion of nationally recognized outside counsel to the General Partner, be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket DepositDeposit (as defined in Section 6). (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, reject any Redemption Order (i) determined by the General Partner not to be in proper form or (ii) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, or (iii) if circumstances outside the control of and neither the General Partner, Partner nor the Marketing Agent or the Custodian make it shall have liability to any person for all practical purposes not feasible for the Units to be delivered under the rejecting a Redemption OrderOrder in such circumstances.

Appears in 1 contract

Sources: Authorized Purchaser Agreement (United States Natural Gas Fund, LP)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement Agreement, the Registration Statement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures and the Authorized Participant may reasonably request that it be provided with copies or transcripts of such recordings. The Sponsor and the Transfer Agent may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Information Classification: Limited Access - 4 - Procedures, and the Authorized Purchaser will Participant shall comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon which it has reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business notice in accordance with this Agreement. Any notice of additional or other procedures relating to the recording party’s general record keeping policies and proceduresmanner of creating or redeeming Baskets shall be provided simultaneously to all authorized participants. The General Partner Revised procedures shall take not apply retroactively to orders submitted prior to such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingschange in procedure, unless otherwise required by applicable law. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase Order”) and each order to or redeem a Basket (a “Redemption Order,” and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant after its delivery to and acceptance by the Sponsor. Notwithstanding the foregoing, the Sponsor and the Transfer Agent on behalf of the Trust each agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order or Redemption Order before the Order Cut-Off Time. In the event that the Sponsor and/or Transfer Agent cancels a Purchase Order or Redemption Order at the Authorized Participant’s request, the Authorized Participant agrees to bear reasonable exchange or processing fees, if applicable. A form of PurchaseCreation/Redemption Order Form is attached hereto as Exhibit B.B (a “Creation/Redemption Order Form”). (c) The General Partner acting by itself or through the Marketing Agent Sponsor shall have the absolute right, but shall have no obligation, to reject any Purchase Creation/Redemption Order or Creation Basket Deposit (as defined in Section 6) Form, and the associated Order, (i) determined by the General Partner it determines not to be in proper form; (ii) thatthe acceptance or receipt of which could, in the opinion of nationally recognized outside counselcounsel to the Sponsor, be unlawful; or (iii) if the General Partner Sponsor, in its sole discretion, believes it is impracticable, not reasonably feasible, or not in the best interest of the Trust or its Shareholders to process Baskets. The Sponsor shall reject a Creation/Redemption Order Form if it believes that such order would have adverse tax consequences to the Fund; Trust or its shareholders. The Sponsor shall notify the Authorized Participant prior to such rejection of its intention to reject such Purchase Order or Redemption Order and (iii) to the acceptance or receipt of which wouldextent it is permitted to do so), the reason for such rejection, and in the opinion of nationally recognized outside counsel event that the rejection was due to the General PartnerPurchase Order or Redemption Order not being in proper form, be unlawful; to the extent possible, provide the Authorized Participant an opportunity to place the Purchase Order or (iv) if circumstances outside Redemption Order in proper form prior to rejection. Neither the control of Sponsor nor the General Partner, the Marketing Transfer Agent or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Creation/Redemption Order Form or Creation Basket Capital Contribution. Notwithstanding the foregoing, the Sponsor will promptly cause to be returned to the Authorized Participant upon rejection of a Purchase Order or Creation Basket DepositRedemption Order all consideration, including cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Sponsor shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) whereby the fulfillment of which its counsel to the Sponsor advises may in writing would be illegal under applicable laws and regulations, in which case the Sponsor or the Transfer Agent shall notify the Authorized Participant of such rejection as set forth in Section 3I above. Neither the Sponsor nor the Transfer Agent shall have liability to any person for the rejection of a Redemption Order in such circumstances, except for the return to the Authorized Participant all consideration tendered by the Authorized Participant in respect of such rejected Redemption Order as set forth in SectioI(c) above. Information Classification: Limited Access - 5 - (e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which the Cboe BZX Exchange, Inc. or any exchange on which the Trust’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which a Force Majeure Event exists as a result of which delivery, disposal or evaluation of the Trust’s assets is not reasonably practicable; (iii) if circumstances outside for such other period as the control Sponsor determines in good faith to be necessary for the protection of the General PartnerBeneficial Owners; or (iv) as otherwise provided herein, in the Marketing Registration Statement or in the Trust Agreement. The Sponsor shall promptly notify the Authorized Participant of any action taken pursuant to this Section 3(e). The Sponsor and the Transfer Agent shall not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. (f) Without limiting any other provisions herein, in the Custodian make event the Sponsor intends to prevent or prohibit creations or redemptions, it for will do so by a disclosure made to all practical purposes not feasible for the Units to be delivered under the Redemption Orderauthorized participants simultaneously.

Appears in 1 contract

Sources: Participant Agreement (VanEck Solana ETF)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1AP Handbook. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser will Participant shall comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have which it has been erased or destroyed prior to receipt of such request in the normal course of business notified in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsthis Agreement. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase Order”) and each order to or redeem a Basket (a “Creation/Redemption Order,Order Formand each Purchase Order and Redemption Order, or an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant after its delivery to and acceptance by the Distributor. A form of PurchaseCreation/Redemption Order Form is attached hereto as Exhibit B. (c) The General Partner acting by itself or through Sponsor and the Marketing Agent Distributor shall each have the absolute right, but shall have no obligation, to reject any Purchase Creation/Redemption Order Form or Creation Basket Deposit (as defined in Section 6) Capital Contribution (i) determined by the General Partner Sponsor or Distributor not to be in proper form; (ii) that, in the opinion of nationally recognized outside counsel, the General Partner would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which wouldcould, in the opinion of nationally recognized outside counsel to the General PartnerSponsor, be unlawful; or (iviii) if circumstances outside the control of the General Partner, the Marketing Agent Distributor or the Custodian Sponsor, as applicable, make it it, for all practical purposes purposes, not feasible to process creations of Creation Baskets; or (iv) if the Sponsor believes that acceprance would have adverse tax consequences to the Fund or its shareholders. None of The Distributor shall reject a Creation/Redemption Order Form or Creation Basket Capital Contribution if it has been advised in writing by the General PartnerSponsor that it believes that such order would have adverse tax consequences to the Trust, any Fund, or its shareholders. Neither the Marketing Agent or Sponsor nor the Custodian Distributor shall be liable to any person by reason of the rejection of any Purchase Creation/Redemption Order Form or Creation Basket DepositCapital Contribution. (d) The General Partner acting by itself Sponsor or through the Marketing Agent may, in its sole discretion, Distributor shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel to the Sponsor advises may might be illegal unlawful under applicable laws and regulations; or (ii) if the Sponsor believes that acceptance would have adverse consequences to the Fund or its shareholders. Neither the Sponsor nor the Distributor shall have liability to any person for rejecting a Redemption Order in such circumstances. (e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which the NYSE Arca, Inc. or any exchange on which a Funds’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of a Fund’s assets is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Sponsor determines to be necessary for the protection of the General Partner, Beneficial Owners. The Sponsor shall promptly notify the Marketing Agent Distributor of any action taken pursuant to this Section 3(e). The Sponsor and the Distributor shall not liable to any person or the Custodian make it in any way for all practical purposes not feasible for the Units to be delivered under the Redemption Orderany loss or damages that may result from any such suspension or postponement.

Appears in 1 contract

Sources: Participant Agreement (Direxion Shares ETF Trust II)

Orders. (a) All orders to create or redeem Baskets of a Fund shall be made in accordance with the terms of the Prospectusrelevant LLC Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Manager may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets of a Fund which are not related to the Procedures, and the Authorized Purchaser will Participant shall, and shall cause any Liquidity Provider to, comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have which it has been erased or destroyed prior to receipt of such request in the normal course of business notified in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsthis Agreement. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer an Investor or otherwise), and ) that each order to create a Basket one or more Baskets (a “Purchase Creation Order”) and each order to redeem a Basket one or more Baskets (a “Redemption Order,” ”, and each Purchase any Redemption Order and Redemption or Creation Order, an “Order”) of a Fund may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Manager or its delegate. A form of Purchase/Redemption Creation Order Form is attached hereto as Exhibit B.B and a form of Redemption Order Form is attached hereto as Exhibit C. (c) The General Partner acting by itself Manager or through the Marketing Agent its delegate shall have the absolute right, but shall have no obligation, to reject any Purchase Creation Order or Creation Total Basket Deposit (as defined in Section 6) Amount if (i) determined by the General Partner Creation Order is not to be in proper form; form as described herein, (ii) that, the Creation Order would cause participation by benefit plan investors in the opinion of nationally recognized outside counselrelevant Fund to be “significant” (as that term is defined in the Plan Asset Regulations), the General Partner would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which would, in the opinion of nationally recognized outside counsel to the General Partner, be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent Manager or the Custodian its delegates make it for all practical purposes not feasible for the relevant Fund to process creations of issue Creation Baskets. None , (iv) the fulfillment of the General PartnerCreation Order, in the Marketing Agent opinion of counsel, might be unlawful, (v) any such action is deemed necessary or advisable by the Custodian Manager or its delegate or (vi) for any reason at any time or from time to time. The Manager or its delegates shall not be liable to any person by reason of the rejection of any Purchase Creation Order or Creation Total Basket DepositAmount. (d) The General Partner acting by itself Manager or through its delegate shall have the Marketing Agent mayabsolute right, in its sole discretionbut shall have no obligation, to reject any Redemption Order or Redemption Baskets if (i) determined by the General Partner Redemption Order is not to be in proper form as described herein, (ii) the fulfillment of which its counsel advises may Redemption Order would cause participation by benefit plan investors in the relevant Fund to be illegal under applicable laws and regulations“significant” (as that term is defined in the Plan Asset Regulations), or (iii) if circumstances outside the control of the General Partner, the Marketing Agent Manager or the Custodian its delegates make it for all practical purposes not feasible for the Units relevant Fund to be delivered under redeem Redemption Baskets, (iv) the fulfillment of the Redemption Order, in the opinion of counsel, might be unlawful, (v) any such action is deemed necessary or advisable by the Manager or its delegate or (vi) for any reason at any time or from time to time. The Manager or its delegates shall not be liable to any person by reason of the rejection of any Redemption Order or Redemption Baskets. (e) The creation and, if permitted, redemption of Shares of a Fund may be suspended generally, or refused with respect to a particular Creation Order or Redemption Order relating to such Fund, during any period during which the transfer books of the Transfer Agent (as defined in the relevant LLC Agreement) are closed or if circumstances outside the control of the Manager or its delegate make it for all practicable purposes not feasible to process such Orders. None of the Manager or its delegates shall be liable for the suspension or rejection of any Order.

Appears in 1 contract

Sources: Master Participant Agreement (Grayscale Digital Large Cap Fund LLC)

Orders. (a) All orders to create or redeem Baskets Creation Units shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Administrator and Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets Creation Units which are not related to the Procedures, and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket Creation Unit (a “Purchase Order”) and each order to redeem a Basket Creation Unit (a “Redemption Order,” ”, and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) Redemption Order (i) determined by the General Partner Administrator not to be in proper formform as described herein; (ii) that, in the opinion of nationally recognized outside counsel, the General Partner would have adverse tax consequences to the Fund; (iii) the acceptance or receipt fulfillment of which would, in the opinion of nationally recognized outside counsel to the General PartnerAdministrator or the Trust, be unlawful; (iii) if the Administrator determines that acceptance of an Order from an Authorized Participant would expose a Fund to credit risk; or (iv) if circumstances outside the control of the General PartnerCustodian, the Marketing Agent Administrator or the Custodian Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation BasketsUnits. None of Neither the General Partner, Administrator nor the Marketing Agent or the Custodian Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket DepositRedemption Order. (d) The General Partner acting by itself or through the Marketing Agent Administrator may, in its sole discretion, reject any Redemption Order and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, (i) determined by for any period during which the General Partner not to be in proper form Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) the fulfillment for any period during which an emergency exists as a result of which its counsel advises may be illegal under applicable laws and regulationsdelivery, disposal or evaluation of the Gold or any swap or other instrument held by a Fund is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Sponsor determines to be necessary for the protection of the General Partner, Beneficial Owners. Neither the Marketing Agent Administrator nor the Sponsor shall be liable to any person or the Custodian make it in any way for all practical purposes not feasible for the Units to be delivered under the Redemption Orderany loss or damages that may result from any such suspension or postponement.

Appears in 1 contract

Sources: Authorized Participant Agreement (World Currency Gold Trust)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusLLC Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Manager may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser will Participant shall comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have which it has been erased or destroyed prior to receipt of such request in the normal course of business notified in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsthis Agreement. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer an Investor or otherwise), and ) that each order to create a Basket one or more Baskets (a “Purchase Creation Order”) and each order to redeem a Basket one or more Baskets (a “Redemption Order,” ”, and each Purchase any Redemption Order and Redemption or Creation Order, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Manager or its delegate. A form of Purchase/Redemption Creation Order Form is attached hereto as Exhibit B.B and a form of Redemption Order Form is attached hereto as Exhibit C. (c) The General Partner acting by itself Manager or through the Marketing Agent its delegate shall have the absolute right, but shall have no obligation, to reject any Purchase Creation Order or Creation Total Basket Deposit (as defined in Section 6) Amount if (i) determined by the General Partner Creation Order is not to be in proper form; form as described herein, (ii) that, the Creation Order would cause participation by benefit plan investors in the opinion of nationally recognized outside counselFund to be “significant” (as that term is defined in the Plan Asset Regulations), the General Partner would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which would, in the opinion of nationally recognized outside counsel to the General Partner, be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent Manager or the Custodian its delegates make it for all practical purposes not feasible for the Fund to process creations of issue Creation Baskets. None , (iv) the fulfillment of the General PartnerCreation Order, in the Marketing Agent opinion of counsel, might be unlawful, (v) any such action is deemed necessary or advisable by the Custodian Manager or its delegate or (vi) for any reason at any time or from time to time. The Manager or its delegates shall not be liable to any person by reason of the rejection of any Purchase Creation Order or Creation Total Basket DepositAmount. (d) The General Partner acting by itself Manager or through its delegate shall have the Marketing Agent mayabsolute right, in its sole discretionbut shall have no obligation, to reject any Redemption Order or Redemption Baskets if (i) determined by the General Partner Redemption Order is not to be in proper form as described herein, (ii) the fulfillment of which its counsel advises may Redemption Order would cause participation by benefit plan investors in the Fund to be illegal under applicable laws and regulations“significant” (as that term is defined in the Plan Asset Regulations), or (iii) if circumstances outside the control of the General Partner, the Marketing Agent Manager or the Custodian its delegates make it for all practical purposes not feasible for to redeem Redemption Baskets, (iv) the Units to be delivered under fulfillment of the Redemption Order, in the opinion of counsel, might be unlawful, (v) any such action is deemed necessary or advisable by the Manager or its delegate or (vi) for any reason at any time or from time to time. The Manager or its delegates shall not be liable to any person by reason of the rejection of any Redemption Order or Redemption Baskets. (e) The creation and, if permitted, redemption of Shares may be suspended generally, or refused with respect to a particular Creation Order or Redemption Order, during any period during which the transfer books of the Transfer Agent (as defined in the LLC Agreement) are closed or if circumstances outside the control of the Manager or its delegate make it for all practicable purposes not feasible to process such Orders. None of the Manager or its delegates shall be liable for the suspension or rejection of any Order.

Appears in 1 contract

Sources: Participant Agreement (Grayscale Digital Large Cap Fund LLC)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser will Participant shall comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have which it has been erased or destroyed prior to receipt of such request in the normal course of business notified in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsthis Agreement. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase Order”) and each order to or redeem a Basket (a “Creation/Redemption Order,Order Formand each Purchase Order and Redemption Order, or an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant after its delivery to and acceptance by the Distributor. A form of PurchaseCreation/Redemption Order Form is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent Distributor shall have the absolute right, but shall have no obligation, to reject any Purchase Creation/Redemption Order Form or Creation Basket Deposit (as defined in Section 6) Capital Contribution (i) determined by the General Partner Distributor not to be in proper form; (ii) that, in the opinion of nationally recognized outside counsel, the General Partner would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which wouldcould, in the opinion of nationally recognized outside counsel to the General PartnerManaging Owner, be unlawful; or (iviii) if circumstances outside the control of the General Partner, the Marketing Agent Distributor or the Custodian Managing Owner, as applicable, make it it, for all practical purposes purposes, not feasible to process creations of Creation Baskets. None of The Distributor shall reject a Creation/Redemption Order Form or Creation Basket Capital Contribution if it has been advised in writing by the General Partner, Managing Owner that it believes that such order would have adverse tax consequences to any Trust or its shareholders. Neither the Marketing Agent or Managing Owner nor the Custodian Distributor shall be liable to any person by reason of the rejection of any Purchase Creation/Redemption Order Form or Creation Basket DepositCapital Contribution. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Distributor shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel to the Managing Owner advises may in writing that it would be illegal under applicable laws and regulations, and neither the Managing Owner nor the Distributor shall have liability to any person for rejecting a Redemption Order in such circumstances. (e) The Managing Owner may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which the NYSE Arca, Inc. or any exchange on which a Trust’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of a Trust’s assets is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Managing Owner determines to be necessary for the protection of the General Partner, Beneficial Owners. The Managing Owner shall promptly notify the Marketing Agent Distributor of any action taken pursuant to this Section 3(e). The Managing Owner and the Distributor shall not liable to any person or the Custodian make it in any way for all practical purposes not feasible for the Units to be delivered under the Redemption Orderany loss or damages that may result from any such suspension or postponement.

Appears in 1 contract

Sources: Participant Agreement (FactorShares S&P Gold Premium)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth fro in Exhibit A-1. Each party will comply with such foregoing terms to the extent applicable to it. The General Partner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase Order”) and each order to redeem a Basket (a “Redemption Order,” ”, and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn by the Authorized Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the General Partner not to be in proper form; (ii) that, in the opinion of nationally recognized outside counsel, that the General Partner has determined would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which would, in the opinion of nationally recognized outside counsel to the General Partner, be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket DepositDeposit (as defined in Section 6). (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, reject any Redemption Order (i) determined by the General Partner not to be in proper form or (ii) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, or (iii) if circumstances outside the control of and neither the General Partner, Partner nor the Marketing Agent or the Custodian make it shall have liability to any person for all practical purposes not feasible for the Units to be delivered under the rejecting a Redemption OrderOrder in such circumstances.

Appears in 1 contract

Sources: Fund Authorized Purchaser Agreement (GreenHaven Continuous Commodity Index Fund)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement Agreement, the Registration Statement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures and the Authorized Participant may reasonably request that it be provided with copies or transcripts of such recordings. The Sponsor and the Transfer Agent may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser will Participant shall comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon which it has reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business notice in accordance with this Agreement. Any notice of additional or other procedures relating to the recording party’s general record keeping policies and proceduresmanner of creating or redeeming Baskets shall be provided simultaneously to all authorized participants. The General Partner Revised procedures shall take not apply retroactively to orders submitted prior to such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingschange in procedure, unless otherwise required by applicable law. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase Order”) and each order to or redeem a Basket (a “Redemption Order,” and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant after its delivery to and acceptance by the Sponsor. Notwithstanding the foregoing, the Sponsor and the Transfer Agent on behalf of the Trust each agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order or Redemption Order before the Order Cut-Off Time. In the event that the Sponsor and/or Transfer Agent cancels a Purchase Order or Redemption Order at the Authorized Participant’s request, the Authorized Participant agrees to bear reasonable exchange or processing fees, if applicable. A form of PurchaseCreation/Redemption Order Form is attached hereto as Exhibit B.B (a “Creation/Redemption Order Form”). (c) The General Partner acting by itself or through the Marketing Agent Sponsor shall have the absolute right, but shall have no obligation, to reject any Purchase Creation/Redemption Order or Creation Basket Deposit (as defined in Section 6) Form, and the associated Order, (i) determined by the General Partner it determines not to be in Information Classification: Limited Access - 5 - proper form; (ii) thatthe acceptance or receipt of which could, in the opinion of nationally recognized outside counselcounsel to the Sponsor, be unlawful; or (iii) if the General Partner Sponsor, in its sole discretion, believes it is impracticable, not reasonably feasible, or not in the best interest of the Trust or its Shareholders to process Baskets. The Sponsor shall reject a Creation/Redemption Order Form if it believes that such order would have adverse tax consequences to the Fund; Trust or its shareholders. The Sponsor shall notify the Authorized Participant prior to such rejection of its intention to reject such Purchase Order or Redemption Order and (iii) to the acceptance or receipt of which wouldextent it is permitted to do so), the reason for such rejection, and in the opinion of nationally recognized outside counsel event that the rejection was due to the General PartnerPurchase Order or Redemption Order not being in proper form, be unlawful; to the extent possible, provide the Authorized Participant an opportunity to place the Purchase Order or (iv) if circumstances outside Redemption Order in proper form prior to rejection. Neither the control of Sponsor nor the General Partner, the Marketing Transfer Agent or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Creation/Redemption Order Form or Creation Basket Capital Contribution. Notwithstanding the foregoing, the Sponsor will promptly cause to be returned to the Authorized Participant upon rejection of a Purchase Order or Creation Basket DepositRedemption Order all consideration, including cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Sponsor shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) whereby the fulfillment of which its counsel to the Sponsor advises may in writing would be illegal under applicable laws and regulations, in which case the Sponsor or the Transfer Agent shall notify the Authorized Participant of such rejection as set forth in Section 3(c) above. Neither the Sponsor nor the Transfer Agent shall have liability to any person for the rejection of a Redemption Order in such circumstances, except for the return to the Authorized Participant all consideration tendered by the Authorized Participant in respect of such rejected Redemption Order as set forth in Section 3(c) above. (e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which the Cboe BZX Exchange, Inc. or any exchange on which the Trust’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which a Force Majeure Event exists as a result of which delivery, disposal or evaluation of the Trust’s assets is not reasonably practicable; (iii) if circumstances outside for such other period as the control Sponsor determines in good faith to be necessary for the protection of the General PartnerBeneficial Owners; or (iv) as otherwise provided herein, in the Marketing Registration Statement or in the Trust Agreement. The Sponsor shall promptly notify the Authorized Participant of any action taken pursuant to this Section 3(e). The Sponsor and the Transfer Agent shall not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. (f) Without limiting any other provisions herein, in the Custodian make event the Sponsor intends to prevent or prohibit creations or redemptions, it for will do so by a disclosure made to all practical purposes not feasible for the Units to be delivered under the Redemption Orderauthorized participants simultaneously.

Appears in 1 contract

Sources: Participant Agreement (VanEck Solana ETF)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized PurchaserParticipant’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will sold) shall be governed by made in accordance with the procedures set forth in Exhibit A-1terms of the Prospectus, this Agreement and the Procedures. Each party will comply with such foregoing terms to the extent applicable to it. The General Partner Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket or Baskets (a “Purchase Order”) and each order to redeem a Basket or Baskets (a “Redemption Order,” and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn by the Authorized Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B.Participant. (c) The General Partner Sponsor acting by itself or through BNY Mellon or the Marketing Agent Order Examiner shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) if the Sponsor determines that, due to position limits or otherwise, investment alternatives that will enable the Trust to meet its investment objective are not available to the Trust at that time; (ii) if it is determined by the General Partner Sponsor not to be in proper form; (iiiii) that, in if the opinion of nationally recognized outside counsel, the General Partner Sponsor believes that acceptance would have adverse tax consequences to the FundTrust or its shareholders; (iiiiv) if the acceptance or receipt of which a Creation Basket Deposit would, in the opinion of nationally recognized outside counsel to the General PartnerSponsor, be unlawful; or (ivv) if circumstances outside the control of the General PartnerSponsor, the Marketing Agent Order Examiner or the Custodian BNY Mellon make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General PartnerSponsor, the Marketing Agent Order Examiner or the Custodian BNY Mellon shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket Deposit. (d) The General Partner Sponsor acting by itself or through the Marketing Agent BNY Mellon may, in its sole discretion, reject any Redemption Order (i) determined by the General Partner Sponsor not to be in proper form (ii) the fulfillment of which its counsel advises may might be illegal under applicable laws and regulationsunlawful, or (iii) if circumstances outside the control if, as a result of the General Partnerredemption, the Marketing Agent number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or as otherwise stated in the Custodian make it for all practical purposes not feasible for the Units to be delivered under the Redemption OrderProspectus.

Appears in 1 contract

Sources: Authorized Participant Agreement (SolidX Bitcoin Trust)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the "Procedures"), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms to the extent applicable to it. The General Partner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a "Purchase Order") and each order to redeem a Basket (a "Redemption Order,” ", and each Purchase Order and Redemption Order, an "Order") may not be withdrawn revoked by the Authorized PurchaserPurchaser upon its delivery to the Marketing Agent. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the General Partner not to be in proper form; (ii) that, in the opinion of nationally recognized outside counsel, that the General Partner has determined would have adverse tax consequences to the Limited Partnership or the Fund; (iii) the acceptance or receipt of which would, in the opinion of nationally recognized outside counsel to the General Partner, be unlawful; or (iv) if circumstances outside the control of the General Partner, Partner or the Marketing Agent or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets. None of Neither the General Partner, Partner nor the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket Deposit. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, shall reject any Redemption Order (i) determined by the General Partner not to be in proper form or (ii) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, or (iii) if circumstances outside the control of and neither the General Partner, Partner nor the Marketing Agent or the Custodian make it shall have liability to any person for all practical purposes not feasible for the Units to be delivered under the rejecting a Redemption OrderOrder in such circumstances.

Appears in 1 contract

Sources: Authorized Purchaser Agreement (United States Oil Fund, LP)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement Agreement, the Registration Statement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures and the Authorized Participant may reasonably request that it be provided with copies or transcripts of such recordings. The Sponsor and the Transfer Agent may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser will Participant shall comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon which it has reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business notice in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsthis Agreement. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase Order”) and each order to or redeem a Basket (a “Creation/Redemption Order,Order Formand each Purchase Order and Redemption Order, or an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant after its delivery to and acceptance by the Sponsor. Notwithstanding the foregoing, the Sponsor and the Transfer Agent on behalf of the Trust each agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order or Redemption Order before the Order Cut-Off Time. In the event that the Sponsor and/or Transfer Agent cancels a Purchase Order or Redemption Order at the Authorized Participant’s request, the Authorized Participant agrees to bear reasonable exchange or processing fees, if applicable. A form of PurchaseCreation/Redemption Order Form is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent Sponsor shall have the absolute right, but shall have no obligation, to reject any Purchase Creation/Redemption Order or Creation Basket Deposit (as defined in Section 6) Form (i) determined by the General Partner it determines not to be in proper form; (ii) that, in the opinion of nationally recognized outside counsel, the General Partner would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which wouldcould, in the opinion of nationally recognized outside counsel to the General PartnerSponsor, be unlawful; or (iviii) if circumstances outside the control of the General PartnerSponsor, the Marketing Transfer Agent or the Custodian Trust’s custodian, as applicable, make it it, for all practical purposes purposes, not feasible to process creations of Creation Baskets. None The Sponsor shall reject a Creation/Redemption Order Form if it believes that such order would have adverse tax consequences to the Trust or its shareholders. The Sponsor shall notify the Authorized Participant prior to such rejection of its intention to reject such Purchase Order or Redemption Order and (to the General Partnerextent it is permitted to do so) the reason for such rejection, and in the Marketing event that the rejection was due to the Purchase Order or Redemption Order not being in proper form, to the extent possible, provide the Authorized Participant an opportunity to place the Purchase Order or Redemption Order in proper form prior to rejection. Neither the Sponsor nor the Transfer Agent or the Custodian shall be liable to any person by reason of the rejection of any Creation/Redemption Order Form or Creation Basket Capital Contribution. Notwithstanding the foregoing, the Sponsor will promptly cause to be returned to the Authorized Participant upon rejection of a Purchase Order or Creation Basket DepositRedemption Order all consideration, including bitcoin and cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Sponsor shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) whereby the fulfillment of which its counsel to the Sponsor advises may in writing would be illegal under applicable laws and regulations, in which case the Sponsor or the Transfer Agent shall notify the Authorized Participant of such rejection as set forth in Section 3(c) above. Neither the Sponsor nor the Transfer Agent shall have liability to any person for the rejection of a Redemption Order in such circumstances, except for the return to the Authorized Participant all consideration tendered by the Authorized Participant in respect of such rejected Redemption Order as set forth in Section 3(c) above. (e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which the Bats BZX Exchange, Inc. or any exchange on which the Trust’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which a Force Majeure Event exists as a result of which delivery, disposal or evaluation of the Trust’s assets is not reasonably practicable; (iii) if circumstances outside for such other period as the control Sponsor determines in good faith to be necessary for the protection of the General Partner, Beneficial Owners; or (iv) as otherwise provided in the Marketing Registration Statement. The Sponsor shall promptly notify the Authorized Participant of any action taken pursuant to this Section 3(e). The Sponsor and the Transfer Agent shall not be liable to any person or the Custodian make it in any way for all practical purposes not feasible for the Units to be delivered under the Redemption Orderany loss or damages that may result from any such suspension or postponement.

Appears in 1 contract

Sources: Participant Agreement (Winklevoss Bitcoin Trust)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement Agreement, the Registration Statement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures and the Authorized Participant may reasonably request that it be provided with copies or transcripts of such recordings. The Sponsor and the Transfer Agent may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser will Participant shall comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon which it has reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business notice in accordance with this Agreement. Any notice of additional or other procedures relating to the recording party’s general record keeping policies and proceduresmanner of creating or redeeming Baskets shall be provided simultaneously to all authorized participants. The General Partner Revised procedures shall take not apply retroactively to orders submitted prior to such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingschange in procedure, unless otherwise required by applicable law. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase Order”) and each order to or redeem a Basket (a “Redemption Order,” and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant after its delivery to and acceptance by the Sponsor. Notwithstanding the foregoing, the Sponsor and the Transfer Agent on behalf of the Trust each agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order or Redemption Order before the Order Cut-Off Time. In the event that the Sponsor and/or Transfer Agent cancels a Purchase Order or Redemption Order at the Authorized Participant’s request, the Authorized Participant agrees to bear reasonable exchange or processing fees, if applicable. A form of PurchaseCreation/Redemption Order Form is attached hereto as Exhibit B.B (a “Creation/Redemption Order Form”). (c) The General Partner acting by itself or through the Marketing Agent Sponsor shall have the absolute right, but shall have no obligation, to reject any Purchase Creation/Redemption Order or Creation Basket Deposit (as defined in Section 6) Form, and the associated Order, (i) determined by the General Partner it determines not to be in proper form; (ii) thatthe acceptance or receipt of which could, in the opinion of nationally recognized outside counselcounsel to the Sponsor, be unlawful; or (iii) if the General Partner Sponsor, in its sole discretion, believes it is impracticable, not reasonably feasible, or not in the best interest of the Trust or its Shareholders to process Baskets. The Sponsor shall reject a Creation/Redemption Order Form if it believes that such order would have adverse tax consequences to the Fund; Trust or its shareholders. The Sponsor shall notify the Authorized Participant prior to such rejection of its intention to reject such Purchase Order or Redemption Order and (iii) to the acceptance or receipt of which wouldextent it is permitted to do so), the reason for such rejection, and in the opinion of nationally recognized outside counsel event that the rejection was due to the General PartnerPurchase Order or Redemption Order not being in proper form, be unlawful; to the extent possible, provide the Authorized Participant an opportunity to place the Purchase Order or (iv) if circumstances outside Redemption Order in proper form prior to rejection. Neither the control of Sponsor nor the General Partner, the Marketing Transfer Agent or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Creation/Redemption Order Form or Creation Basket Capital Contribution. Notwithstanding the foregoing, the Sponsor will promptly cause to be returned to the Authorized Participant upon rejection of a Purchase Order or Creation Basket DepositRedemption Order all consideration, including cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Sponsor shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) whereby the fulfillment of which its counsel to the Sponsor advises may in writing would be illegal under applicable laws and regulations, in which case the Sponsor or the Transfer Agent shall notify the Authorized Participant of such rejection as set forth in Section 3I above. Neither the Sponsor nor the Transfer Agent shall have liability to any person for the rejection of a Redemption Order in such circumstances, except for the return to the Authorized Participant all consideration tendered by the Authorized Participant in respect of such rejected Redemption Order as set forth in Section (c) above. (e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which the Cboe BZX Exchange, Inc. or any exchange on which the Trust’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which a Force Majeure Event exists as a result of which delivery, disposal or evaluation of the Trust’s assets is not reasonably practicable; (iii) if circumstances outside for such other period as the control Sponsor determines in good faith to be necessary for the protection of the General PartnerBeneficial Owners; or (iv) as otherwise provided herein, in the Marketing Registration Statement or in the Trust Agreement. The Sponsor shall promptly notify the Authorized Participant of any action taken pursuant to this Section 3(e). The Sponsor and the Transfer Agent shall not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. (f) Without limiting any other provisions herein, in the Custodian make event the Sponsor intends to prevent or prohibit creations or redemptions, it for will do so by a disclosure made to all practical purposes not feasible for the Units to be delivered under the Redemption Orderauthorized participants simultaneously.

Appears in 1 contract

Sources: Participant Agreement (VanEck Ethereum Trust)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms to the extent applicable to it. The General Partner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Basket (a “Purchase Order”) and each order to redeem a Basket (a “Redemption Order,” ”, and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn by the Authorized Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the General Partner not to be in proper form; (ii) that, in the opinion of nationally recognized outside counsel, that the General Partner has determined would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which would, in the opinion of nationally recognized outside counsel to the General Partner, be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket DepositDeposit (as defined in Section 6). (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, or (iii) if the General Partner determines that circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it for all practical purposes not feasible for unlikely that the Units to be delivered under the Redemption OrderOrder will be delivered.

Appears in 1 contract

Sources: Authorized Purchaser Agreement (United States Natural Gas Fund, LP)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a "Purchase Order”Order Subscription Agreement") and each order to redeem a Basket (a "Redemption Order,” ", and each Purchase Order Subscription Agreement and Redemption Order, an "Order") may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Managing Owner. A form of Purchase/Purchase Order Subscription Agreement is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit B.C. (c) The General Partner acting by itself or through the Marketing Agent Managing Owner shall have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Creation Basket Deposit (as defined in Section 6) Capital Contribution (i) determined by the General Partner Managing Owner not to be in proper form; (ii) that, in that the opinion of nationally recognized outside counsel, the General Partner Managing Owner has determined would have adverse tax consequences to the FundTrust or to the Beneficial Owners; (iii) the acceptance or receipt of which would, in the opinion of nationally recognized outside counsel to the General Partner, Managing Owner be unlawful; or or (iv) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian Managing Owner make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Order Subscription Agreement or Creation Basket DepositCapital Contribution. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Managing Owner shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, and the Managing Owner shall have no liability to any person for rejecting a Redemption Order in such circumstances. (e) The Managing Owner may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which the American Stock Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the Trust's assets is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Managing Owner determines to be necessary for the protection of the General Partner, the Marketing Agent Beneficial Owners. The Managing Owner is not liable to any person or the Custodian make it in any way for all practical purposes not feasible for the Units to be delivered under the Redemption Orderany loss or damages that may result from any such suspension or postponement.

Appears in 1 contract

Sources: Participant Agreement (DB Commodity Index Tracking Master Fund)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement Agreement, the Registration Statement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures and the Authorized Participant may reasonably request that it be provided with copies or transcripts of such recordings. The Sponsor and the Transfer Agent may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser will Participant shall comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon which it has reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business notice in accordance with this Agreement. Any notice of additional or other procedures relating to the recording party’s general record keeping policies and proceduresmanner of creating or redeeming Baskets shall be provided simultaneously to all Participants. The General Partner Revised procedures shall take not apply retroactively to orders submitted prior to such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingschange in procedure, unless otherwise required by applicable law. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase Order”) and each order to or redeem a Basket (a “Redemption Order,” and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant after its delivery to and acceptance by the Sponsor. Notwithstanding the foregoing, the Sponsor and the Transfer Agent on behalf of the Trust each agrees to undertake commercially reasonable efforts to accommodate requests by the Authorized Participant to cancel any Purchase Order or Redemption Order before the Order Cut-Off Time. In the event that the Sponsor and/or Transfer Agent cancels a Purchase Order or Redemption Order at the Authorized Participant’s request, the Authorized Participant agrees to bear reasonable exchange or processing fees, if applicable. A form of PurchaseCreation/Redemption Order Form is attached hereto as Exhibit B.B (a “Creation/Redemption Order Form”). (c) The General Partner acting by itself or through the Marketing Agent Sponsor shall have the absolute right, but shall have no obligation, to reject any Purchase Creation/Redemption Order or Creation Basket Deposit (as defined in Section 6) Form, and the associated Order, (i) determined by the General Partner it determines not to be in proper form; (ii) thatthe acceptance or receipt of which could, in the opinion of nationally recognized outside counselcounsel to the Sponsor, be unlawful; or (iii) if the General Partner Sponsor, in its sole discretion, believes it is impracticable, not reasonably feasible, or not in the best interest of the Trust or its Shareholders to process Baskets. The Sponsor shall reject a Creation/Redemption Order Form if it believes that such order would have adverse tax consequences to the Fund; Trust or its shareholders. The Sponsor shall notify the Authorized Participant prior to such rejection of its intention to reject such Purchase Order or Redemption Order and (iii) to the acceptance or receipt of which wouldextent it is permitted to do so), the reason for such rejection, and in the opinion of nationally recognized outside counsel event that the rejection was due to the General PartnerPurchase Order or Redemption Order not being in proper form, be unlawful; to the extent possible, provide the Authorized Participant an opportunity to place the Purchase Order or (iv) if circumstances outside Redemption Order in proper form prior to rejection. Neither the control of Sponsor nor the General Partner, the Marketing Transfer Agent or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Creation/Redemption Order Form or Creation Basket Capital Contribution. Notwithstanding the foregoing, the Sponsor will promptly cause to be returned to the Authorized Participant upon rejection of a Purchase Order or Creation Basket DepositRedemption Order all consideration, including cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Sponsor shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) whereby the fulfillment of which its counsel to the Sponsor advises may in writing would be illegal under applicable laws and regulations, in which case the Sponsor or the Transfer Agent shall notify the Authorized Participant of such rejection as set forth in Section 3I above. Neither the Sponsor nor the Transfer Agent shall have liability to any person for the rejection of a Redemption Order in such circumstances, except for the return to the Authorized Participant all consideration tendered by the Authorized Participant in respect of such rejected Redemption Order as set forth in Section (c) above. (e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, (i) for any period during which the Cboe BZX Exchange, Inc. or any exchange on which the Trust’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which a Force Majeure Event exists as a result of which delivery, disposal or evaluation of the Trust’s assets is not reasonably practicable; (iii) if circumstances outside for such other period as the control Sponsor determines in good faith to be necessary for the protection of the General PartnerBeneficial Owners; or (iv) as otherwise provided herein, in the Marketing Registration Statement or in the Trust Agreement. The Sponsor shall promptly notify the Authorized Participant of any action taken pursuant to this Section 3(e). The Sponsor and the Transfer Agent shall not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. (f) Without limiting any other provisions herein, in the Custodian make event the Sponsor intends to prevent or prohibit creations or redemptions, it for will do so by a disclosure made to all practical purposes not feasible for the Units to be delivered under the Redemption OrderAuthorized Participants simultaneously.

Appears in 1 contract

Sources: Participant Agreement (VanEck Bitcoin Trust)

Orders. (a) All orders to create or redeem Baskets Creation Units shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Administrator and Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets Creation Units which are not related to the Procedures, and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket Creation Unit (a “Purchase Order”) and each order to redeem a Basket Creation Unit (a “Redemption Order,” ”, and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) Redemption Order (i) determined by the General Partner Administrator not to be in proper formform as described herein; (ii) that, in the opinion of nationally recognized outside counsel, the General Partner would have adverse tax consequences to the Fund; (iii) the acceptance or receipt fulfillment of which would, in the opinion of nationally recognized outside counsel to the General PartnerAdministrator or the Trust, be unlawful; (iii) if the Administrator determines that acceptance of an Order from an Authorized Participant would expose a Fund to credit risk; or (iv) if circumstances outside the control of the General PartnerCustodian, the Marketing Agent Administrator or the Custodian Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation BasketsUnits. None of Neither the General Partner, Administrator nor the Marketing Agent or the Custodian Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket DepositRedemption Order. (d) The General Partner acting Administrator may, in its discretion, and will when so directed by itself the Sponsor, suspend the right of redemption, or through postpone the Marketing Agent applicable redemption settlement date, (i) for any period during which the Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the Gold or any swap or other instrument held by a Fund is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the Beneficial Owners. Neither the Administrator nor the Sponsor shall be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. (e) The Trust may, in its sole discretion, reject any Redemption Order (i) determined by the General Partner not permit or require a quantity of Gold to be in proper form added to or subtracted from an Order when issuing or redeeming shares (ii) a “Gold Adjustment Amount”). A Gold Adjustment Amount reflects the fulfillment actual amount of which its counsel advises may be illegal under applicable laws and regulations, or (iii) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it for all practical purposes not feasible for the Units Gold due to be delivered under to or from the Trust’s gold delivery provider (the “Gold Delivery Amount”), in case that Gold Delivery Amount differs from Gold Delivery Amount used to calculate the applicable Fund’s net asset value. If the Trust notifies the Administrator that a Gold Adjustment Amount is required, the Administrator will notify the Participant and the Trust’s transfer agent. In the case of a Creation Order, the Participant shall, on behalf of itself or the party on whose behalf it is acting, deliver a quantity of Gold into the Fund Unallocated Account that takes into account the Gold Adjustment Amount. In the case of a Redemption Order, the quantity of Gold to be delivered into the Participant Unallocated Account will reflect the Gold Adjustment Amount.

Appears in 1 contract

Sources: Authorized Participant Agreement (World Currency Gold Trust)

Orders. (a) All orders to create or redeem Baskets Creation Units shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Sponsor may issue issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Baskets Creation Units which are not related to the Procedures, and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon which it has received notice delivered in accordance with Section 16(c) within a commercially reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to time following receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsnotice. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Basket Creation Unit (a “Purchase Order”) and each order to redeem a Basket Creation Unit (a “Redemption Order,” ”, and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized Purchaser. A form Participant upon its delivery of Purchase/Redemption the Order is attached hereto as Exhibit B.to the Sponsor, or the Sponsor’s designee. (c) The General Partner acting by itself Sponsor, or through the Marketing Agent its designee, shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the General Partner Sponsor, or its designee, not to be in proper form; (ii) thatthat the Sponsor, in the opinion of nationally recognized outside counselor its designee, the General Partner has determined would have adverse tax consequences to the FundTrust or to the Beneficial Owners; (iii) the acceptance or receipt of which wouldcould, in the opinion of nationally recognized outside counsel to the General Partner, Sponsor be unlawful; or (iv) if circumstances outside the control of the General PartnerSponsor, the Marketing Agent or the Custodian its designee, make it for all practical purposes not feasible to process creations of Creation BasketsUnits. None of the General Partner, the Marketing Agent or the Custodian The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order or Creation Basket DepositOrder. (d) The General Partner acting by itself Sponsor, or through the Marketing Agent mayits designee, in its sole discretion, shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel advises may would be illegal under applicable laws and regulations, and the Sponsor, or its designee, shall have no liability to any person for rejecting a Redemption Order in such circumstances. (e) The Sponsor may, in its discretion, suspend the right of redemption, or postpone the applicable Redemption Settlement Time, for any period during which any of the AMEX, NYSE, CME, CBOT, ICE/NYBOT, LME or NYMEX/COMEX is closed other than for customary holidays or weekend closings or when trading is suspended or restricted on such exchanges in any of the underlying commodities: (i) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable; or (iiiii) if circumstances outside for such other period as the control Sponsor determines to be necessary for the protection of the General Partnershareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. (f) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. In the event that the Sponsor, the Marketing Agent Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Custodian make it for all practical purposes not feasible for Participant waives its right to seek such protective order or remedy, the Units Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to legal counsel, is legally required to be delivered under furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Redemption Orderrecorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant’s express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.

Appears in 1 contract

Sources: Authorized Participant Agreement (ProShares Trust II)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the creation and redemption procedures attached hereto Procedures (as Exhibit provided in Attachment A (the “ Procedures”to this Agreement), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The General Partner Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures and the Managing Owner shall take all reasonable steps to cause the appropriate party to provide the Authorized Participant with copies of such recordings upon reasonable request. The Managing Owner may issue additional or other procedures Procedures from time to time relating to the manner of creating or redeeming Baskets which are not related to the Procedures, and the Authorized Purchaser will Participant shall comply with such procedures. The Authorized Purchaser hereby consents to the use procedures of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have which it has been erased or destroyed prior to receipt of such request in the normal course of business notified in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsthis Agreement. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise)) that, and that as provided in the Procedures, each order to create a Basket (a “Purchase Order”) Creation Order and each order to redeem a Basket (a “Redemption Order,” and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn revoked by the Authorized PurchaserParticipant upon its delivery to the Transfer Agent (as defined in the Procedures). A form of Purchase/Creation Order is attached hereto as Exhibit B and a form of Redemption Order is attached hereto as Exhibit B.C. (c) The General Partner acting by itself Managing Owner or through the Marketing Agent its delegate shall have the absolute right, but shall have no obligation, to reject any Purchase Creation Order or Creation Basket Deposit Capital Contribution (as defined in Section 6the Trust Agreement) made in connection with a Creation Order (i) determined by the General Partner Managing Owner or its delegate not to be in proper form; (ii) that, in the opinion of nationally recognized outside counsel, the General Partner would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which wouldcould, in the opinion of nationally recognized outside counsel to the General PartnerManaging Owner, be unlawful; or (iviii) if circumstances outside the control of the General PartnerManaging Owner make it, the Marketing Agent or the Custodian make it for all practical purposes purposes, not feasible to process creations of Creation Baskets. None The Managing Owner shall reject a Creation Order or Creation Basket Capital Contribution if it reasonably believes that such order would have adverse tax consequences to any Fund or its shareholders. The Managing Owner shall notify the Authorized Participant of the General Partner, the Marketing Agent or the Custodian any rejection of an order as soon as reasonably practicable. The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Creation Order or Creation Basket DepositCapital Contribution. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, Managing Owner shall reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel advises may in writing that it would be illegal under applicable laws and regulations. The Managing Owner shall not have any liability to any person for rejecting a Redemption Order in such circumstances. (e) The Managing Owner may, in its discretion, suspend the right of redemption, or postpone the “Settlement Time” (as described in the Procedures), (i) for any period during which the NYSE Arca, Inc. or any exchange on which a Fund’s assets are regularly traded is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of a Fund’s assets is not reasonably practicable; or (iii) if circumstances outside for such other period as the control Managing Owner determines to be necessary for the protection of owners of beneficial interests in Shares (the “Beneficial Owners”). The Managing Owner shall not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement. (f) Solely with respect to Creation Orders or Redemption Orders effected through the CNS Clearing Process, the Authorized Participant, as a Participating Party, hereby authorizes the transmission to the NSCC on behalf of the General Partner, Authorized Participant by the Marketing Transfer Agent or such instructions consistent with the Custodian make it for all practical purposes not feasible for instructions issued by the Units Authorized Participant. The Authorized Participant agrees to be delivered under bound by the Redemption Orderterms of such instructions issued and reported to NSCC by the Transfer Agent as though such instructions were issued by the Authorized Participant directly to NSCC.

Appears in 1 contract

Sources: Participant Agreement (STREAM S&P Dynamic Roll Global Commodities Fund)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized PurchaserParticipant’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will sold) shall be governed by made in accordance with the procedures set forth in Exhibit A-1terms of the Prospectus, this Agreement and the Procedures. Each party will comply with such foregoing terms to the extent applicable to it. The General Partner Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself or its affiliate and any party for which it is acting or for which is acting on its behalf (whether such party is a customer or otherwise), and ) that each order to create a Basket or Baskets (a “Purchase Order”) and each order to redeem a Basket or Baskets (a “Redemption Order,” and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn by the Authorized Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B.Participant after it has been accepted by the Trust (directly or through the Sponsor or Distributor). (c) The General Partner Sponsor shall treat the Authorized Participant in an identical manner as it treats other participants with which it has entered in an authorized participant agreement and shall not reject an Order of the Authorized Participant other than for the same reasons as it would reject an Order of any other participant. (d) The Sponsor acting by itself or through BNY Mellon or the Marketing Agent Order Examiner shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) if the Sponsor determines and has publicly disclosed such determination, due to position limits or otherwise, that investment alternatives that will enable the Trust to meet its investment objective are not available to the Trust at that time; (ii) if the order is determined by the General Partner Sponsor not to be in proper formform and the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as to allow it to be accepted; (iiiii) that, in if the opinion of nationally recognized outside counsel, the General Partner Sponsor believes that acceptance would have adverse tax consequences to the FundTrust or its shareholders and has disclosed to the Authorized Participant how to revise the order so that it can be accepted without adverse tax consequences; (iiiiv) if the acceptance or receipt of which a Creation Basket Deposit would, in the opinion of nationally recognized outside counsel to the General PartnerSponsor, be unlawful and the Sponsor has disclosed to the Authorized Participant how to revise the order so that it can be accepted without being unlawful; or (ivv) if circumstances outside the control of the General PartnerSponsor, the Marketing Agent Order Examiner or the Custodian BNY Mellon make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General PartnerSponsor, the Marketing Agent Order Examiner or the Custodian BNY Mellon shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket Deposit. (de) The General Partner Sponsor acting by itself or through the Marketing Agent BNY Mellon may, in its sole discretion, reject any Redemption Order (i) determined by the General Partner Sponsor not to be in proper form provided the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as to allow it to be accepted; (ii) the fulfillment of which its counsel advises may would be illegal under applicable laws unlawful and regulationsthe Sponsor has disclosed to the Authorized Participant how to revise the order so that it can be accepted without being unlawful, or (iii) if circumstances outside the control if, as a result of the General Partnerredemption, the Marketing Agent number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or as otherwise stated in the Custodian make it for all practical purposes not feasible for the Units to be delivered under the Redemption OrderProspectus.

Appears in 1 contract

Sources: Authorized Participant Agreement (Ark 21Shares Bitcoin ETF)

Orders. (aAs a condition for purchasing under this Agreement, purchasers must be Members in good standing with MMCAP Infuse. Vendor may use their own Order Forms. To the extent that the terms of any Order Form(s) conflict with the terms of this Agreement, the terms of this Agreement supersede. Each Member will be responsible for payment for Contracted Items to the Vendor and MMCAP Infuse will not be liable for any unpaid invoice of any Member. Vendor agrees to invoice the Members as established in this Agreement. The use of obtaining a Contracted Item from the Order Form constitutes a binding contract. All orders Products furnished will be subject to create inspection and acceptance by the ordering entity after delivery. No substitutions or redeem Baskets shall cancellations are permitted without written approval of the Member. Back orders, failure to meet delivery requirements, or failures to meet specifications in the Order Form and/or the Agreement authorizes the ordering entity to cancel the order, or any portion of it, purchase elsewhere, and charge the full increase in cost and administrative handling to the Vendor. [Ordering options; customer service hours and contact information] Termination of Individual Orders. Members may terminate, immediately or as identified by Member, individual Order Forms, in whole or in part, upon written notice to Vendor upon the occurrence of any of the following events: The Member fails to receive funding, or appropriations, limitations or other expenditure authority at levels sufficient to pay for Contracted Items to be made purchased under the Order Form; Federal or state laws, regulations, or guidelines are modified or interpreted in such a way that either the purchase of the Contract Items under the Order Form are prohibited, or the Member is prohibited from paying for the Contracted Items from the planned funding source; or Vendor commits any material breach of this Agreement or Order Form. Upon receipt of written notice of termination, Vendor will stop performance under the Order Form as directed by the Member. If a standing Order Form is terminated, the Member must pay Vendor in accordance with the terms of the Prospectus, this Agreement for goods delivered and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed accepted by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms to the extent applicable to it. The General Partner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordingsMember. (b) The Authorized Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and that each order to create a Basket (a “Purchase Order”) and each order to redeem a Basket (a “Redemption Order,” and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn by the Authorized Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the General Partner not to be in proper form; (ii) that, in the opinion of nationally recognized outside counsel, the General Partner would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which would, in the opinion of nationally recognized outside counsel to the General Partner, be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket Deposit. (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, reject any Redemption Order (i) determined by the General Partner not to be in proper form (ii) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, or (iii) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it for all practical purposes not feasible for the Units to be delivered under the Redemption Order.

Appears in 1 contract

Sources: Sample Agreement

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized PurchaserParticipant’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will sold) shall be governed by made in accordance with the procedures set forth in Exhibit A-1terms of the Prospectus, this Agreement and the Procedures. Each party will comply with such foregoing terms to the extent applicable to it. The General Partner Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser Participant will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser Participant acknowledges and agrees it is acting solely as principal and not on behalf of itself or its affiliate and any party for which it is acting or for which is acting on its behalf (whether such party is a customer or otherwise), and ) that each order to create a Basket or Baskets (a “Purchase Order”) and each order to redeem a Basket or Baskets (a “Redemption Order,” and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn by the Authorized Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B.Participant after it has been accepted by the Trust (directly or through the Sponsor or Distributor). (c) The General Partner Sponsor shall treat the Authorized Participant in an identical manner as it treats other participants with which it has entered in an authorized participant agreement and shall not reject an Order of the Authorized Participant other than for the same reasons as it would reject an Order of any other participant. (d) The Sponsor acting by itself or through BNY Mellon or the Marketing Agent Order Examiner shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 67) (i) if the Sponsor determines and has publicly disclosed such determination, due to position limits or otherwise, that investment alternatives that will enable the Trust to meet its investment objective are not available to the Trust at that time; (ii) if the order is determined by the General Partner Sponsor not to be in proper formform and the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as to allow it to be accepted; (iiiii) that, in if the opinion of nationally recognized outside counsel, the General Partner Sponsor believes that acceptance would have adverse tax consequences to the FundTrust or its shareholders and has disclosed to the Authorized Participant how to revise the order so that it can be accepted without adverse tax consequences; (iiiiv) if the acceptance or receipt of which a Creation Basket Deposit would, in the opinion of nationally recognized outside counsel to the General PartnerSponsor, be unlawful and the Sponsor has disclosed to the Authorized Participant how to revise the order so that it can be accepted without being unlawful; or (ivv) if circumstances outside the control of the General PartnerSponsor, the Marketing Agent Order Examiner or the Custodian BNY Mellon make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General PartnerSponsor, the Marketing Agent Order Examiner or the Custodian BNY Mellon shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket Deposit. (de) The General Partner Sponsor acting by itself or through the Marketing Agent BNY Mellon may, in its sole discretion, reject any Redemption Order (i) determined by the General Partner Sponsor not to be in proper form provided the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as to allow it to be accepted; (ii) the fulfillment of which its counsel advises may would be illegal under applicable laws unlawful and regulationsthe Sponsor has disclosed to the Authorized Participant how to revise the order so that it can be accepted without being unlawful, or (iii) if circumstances outside the control if, as a result of the General Partnerredemption, the Marketing Agent number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or as otherwise stated in the Custodian make it for all practical purposes not feasible for the Units to be delivered under the Redemption OrderProspectus.

Appears in 1 contract

Sources: Authorized Participant Agreement (Ark 21Shares Bitcoin ETF)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the “ Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth in Exhibit A-1. Each party will comply with such foregoing terms to the extent applicable to it. The General Partner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase Order”) and each order to redeem a Basket (a “Redemption Order,” ”, and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn by the Authorized Purchaser. A form copy of the Purchase/Redemption Order Form is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the General Partner not to be in proper form; (ii) that, in the opinion of nationally recognized outside counsel, that the General Partner has determined would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which would, in the opinion of nationally recognized outside counsel to the General Partner, be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it it, for all practical purposes purposes, not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket DepositDeposit (as defined in Section 6). (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, reject any Redemption Order (i) determined by the General Partner not to be in proper form or (ii) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, and neither the General Partner nor the Marketing Agent shall have liability to any person for rejecting a Redemption Order in such circumstances. (e) The General Partner may, in its discretion, suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which the American Stock Exchange or the NYMEX, COMEX, NYBOT-ICE, CBOT, CME is closed other than customary weekend or NYMEX, COMEX, NYBOT-ICE, CBOT, CME holiday closings, or trading on the American Stock Exchange or the is suspended or restricted, (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of Treasuries or other assets of the Fund is not reasonably practicable, or (iii3) if circumstances outside for such other period as the control General Partner determines to be necessary for the protection of the limited partners. None of the General Partner, the Marketing Agent Agent, the Administrator or the Custodian make it will be liable to any person or in any way for all practical purposes not feasible for the Units to be delivered under the Redemption Orderany loss or damages that may result from any such suspension or postponement.

Appears in 1 contract

Sources: Authorized Purchaser Agreement (GreenHaven Continuous Commodity Index Fund)

Orders. (a) All orders to create or redeem Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the creation and redemption procedures attached hereto as Exhibit A (the Procedures”), except in the case of an the Initial Authorized Purchaser’s or any other Authorized Purchaser’s initial order to purchase one or more Creation Baskets on the first day the Baskets are to be offered and sold which will be governed by the procedures set forth fro in Exhibit A-1. Each party will comply with such foregoing terms to the extent applicable to it. The General Partner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Baskets and the Authorized Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the General Partner shall promptly provide copies of recordings of any such calls to the Authorized Purchaser upon reasonable request by the Authorized Purchaser unless such recordings have been erased or destroyed prior to receipt of such request in the normal course of business in accordance with the recording party’s general record keeping policies and procedures. The General Partner shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of any party for which it is acting (whether such party is a customer or otherwise), and ) that each order to create a Basket (a “Purchase Order”) and each order to redeem a Basket (a “Redemption Order,” ”, and each Purchase Order and Redemption Order, an “Order”) may not be withdrawn by the Authorized Purchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The General Partner acting by itself or through the Marketing Agent shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation Basket Deposit (as defined in Section 6) (i) determined by the General Partner not to be in proper form; (ii) that, in the opinion of nationally recognized outside counsel, that the General Partner has determined would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which would, in the opinion of nationally recognized outside counsel to the General Partner, be unlawful; or (iv) if circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it for all practical purposes not feasible to process creations of Creation Baskets. None of the General Partner, the Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Creation Basket DepositDeposit (as defined in Section 6). (d) The General Partner acting by itself or through the Marketing Agent may, in its sole discretion, reject any Redemption Order (i) determined by the General Partner not to be in proper form or (ii) the fulfillment of which its counsel advises may be illegal under applicable laws and regulations, or (iii) if circumstances outside the control of and neither the General Partner, Partner nor the Marketing Agent or the Custodian make it shall have liability to any person for all practical purposes not feasible for the Units to be delivered under the rejecting a Redemption OrderOrder in such circumstances.

Appears in 1 contract

Sources: Authorized Purchaser Agreement (United States Oil Fund, LP)