Common use of Orders Clause in Contracts

Orders. (a) All orders to create or redeem Creation Units for a Fund shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for the Fund as listed on Attachment A hereto. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units which are not related to the applicable Procedures, and the Authorized Participant will comply with such procedures. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order (i) determined by the Administrator not to be in proper form as described herein; (ii) the fulfillment of which would, in the opinion of counsel to the Administrator 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 Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption Order. (d) The Administrator 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 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.

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 Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will comply with such proceduresprocedures of which it has been notified in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a “Purchase OrderOrder Subscription Agreement”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order Subscription Agreement and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the AdministratorManaging 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 Administrator Managing Owner shall have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Redemption Order Creation Basket Capital Contribution (i) determined by the Administrator Managing Owner not to be in proper form as described hereinform; (ii) that the fulfillment Managing Owner has determined would have adverse tax consequences to any Fund or to the Beneficial Owners; (iii) the acceptance or receipt of which wouldcould, in the opinion of counsel to the Administrator or the Trust, Managing Owner 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 Custodian, the Administrator or the Sponsor Managing Owner make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither the Administrator nor the Sponsor The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Order Subscription Agreement or Redemption OrderCreation Basket Capital Contribution. (d) The Administrator Managing Owner shall reject any Redemption Order the fulfillment of which its counsel advises 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateRedemption 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 Gold or assets of any swap or other instrument held by a Fund is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of the Beneficial Owners. Neither the Administrator nor the Sponsor shall be 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.

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 Creation Units for Baskets of a Fund Trust shall be made in accordance with the terms of the Prospectusrelevant Trust Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units Baskets of a Trust which are not related to the applicable Procedures, and the Authorized Participant will shall, and shall cause any Liquidity Provider to, comply with such proceduresprocedures of which it has been notified in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer an Investor or otherwise) that each order to create a Creation Unit one or more Baskets (a “Purchase Creation Order”) and each order to redeem a Creation Unit 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 revoked by the Authorized Participant upon its delivery to the AdministratorSponsor 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 Administrator Sponsor or its delegate shall have the absolute right, but shall have no obligation, to reject any Purchase Creation Order or Redemption Order Total Basket Amount if (i) determined by the Administrator Creation Order is not to be in proper form as described herein; , (ii) the fulfillment of which would, Creation Order would cause participation by benefit plan investors in the opinion of counsel relevant Trust to be “significant” (as that term is defined in the Administrator or the TrustPlan Asset Regulations), 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 Custodian, the Administrator Sponsor or the Sponsor its delegates make it for all practical purposes not feasible for the relevant Trust to process creations issue Creation Baskets, (iv) the fulfillment of the Creation Order, in the opinion of counsel, might be unlawful, (v) any such action is deemed necessary or redemptions, as applicable, of Creation Units. Neither the Administrator nor 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 Purchase Creation Order or Redemption OrderTotal Basket Amount. (d) The Administrator maySponsor or its delegate shall have the absolute right, in its discretionbut shall have no obligation, and will when so directed by the Sponsor, suspend the right of redemption, to reject any Redemption Order or postpone the applicable redemption settlement date, Redemption Baskets if (i) the Redemption Order is not in proper form as described herein, (ii) the Redemption Order would cause participation by benefit plan investors in the relevant Trust to be “significant” (as that term is defined in the Plan Asset Regulations), (iii) circumstances outside the control of the Sponsor or its delegates make it for all practical purposes not feasible the relevant Trust to 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 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 transfer books of the Gold Transfer Agent (as defined in the relevant Trust Agreement) are closed or any swap or other instrument held by a Fund is not reasonably practicable; or (iii) for such other period as if circumstances outside the control of the Sponsor determines or its delegate make it for all practicable purposes not feasible to be necessary for the protection process such Orders. None of the Beneficial Owners. Neither the Administrator nor the Sponsor or its delegates shall be liable to any person or in any way for any loss or damages that may result from any such the suspension or postponementrejection 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 Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Indenture, the Custody Agreements, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the applicable Procedures. The Administrator Trustee and Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will comply with such procedures. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a "Purchase Order") and each order to redeem a Creation Unit Basket (a "Redemption Order", and each Purchase Order and Redemption Order, an "Order") may not be revoked by the Authorized Participant upon its delivery to the AdministratorTrustee. 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 Administrator Trustee shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order Creation Basket Deposit (i) determined by the Administrator Trustee not to be in proper form as described hereinform; (ii) that the fulfillment Sponsor has determined and advised the Trustee would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which would, in the opinion of counsel to the Administrator or Sponsor acceptable to the TrustTrustee, 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 CustodianTrustee, the Administrator Custodian or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither the Administrator Trustee nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderCreation Basket Deposit. (d) The Administrator Trustee shall reject any Redemption Order (i) determined by the 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 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 Sponsor nor the Sponsor Trustee shall be liable to any person or in any way for any 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 Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will comply with such proceduresprocedures of which it has been notified in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a “Purchase OrderOrder Subscription Agreement”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order Subscription Agreement and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the AdministratorManaging 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 Administrator Managing Owner shall have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Redemption Order Creation Basket Capital Contribution (i) determined by the Administrator Managing Owner not to be in proper form as described hereinform; (ii) that the fulfillment Managing Owner has determined would have adverse tax consequences to the Fund or to the Beneficial Owners; (iii) the acceptance or receipt of which wouldcould, in the opinion of counsel to the Administrator or the Trust, Managing Owner 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 Custodian, the Administrator or the Sponsor Managing Owner make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither the Administrator nor the Sponsor The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Order Subscription Agreement or Redemption OrderCreation Basket Capital Contribution. (d) The Administrator Managing Owner shall reject any Redemption Order the fulfillment of which its counsel advises 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateRedemption 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 Gold or any swap or other instrument held by a Fund Fund’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of the Beneficial Owners. Neither the Administrator nor the Sponsor shall be 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.

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 Creation Units for a Fund shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the applicable Procedures, and the Authorized Participant will comply with such proceduresprocedures of which it has received notice delivered in accordance with Section 17(c) within a commercially reasonable time following receipt of such notice. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a 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 revoked by the Authorized Participant upon its delivery to after the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.specified Cut- off Time for the Trust. (c) The Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order (i) determined by the Administrator not to be in proper form as described herein; (ii) the fulfillment of which would, in the opinion of counsel to the Administrator 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 Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption Order. (d) The Administrator may, in its discretion, and will when so directed by the Sponsor, suspend the right of redemptionrepurchase, or postpone the applicable redemption purchase settlement date, (i) for any period during which the Exchange [Nasdaq] is closed other than for customary holidays or 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 the fulfillment of the Gold or any swap or other instrument held by a Fund 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 (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners. Neither ; (iii) the Administrator nor acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order. (d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises 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) 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. (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 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 Authorized Participant waives its right to seek such protective order or remedy, the 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 furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded 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 3 contracts

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

Orders. (a) All orders to create or redeem Baskets (except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Units for a Fund Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units which are not related to the applicable Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the 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 Sponsor shall take such actions as reasonably necessary to satisfy Authorized Purchaser’s reasonable request for copies of recordings. (b) The Authorized Participant Purchaser 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 Creation Unit Basket or Baskets (a “Purchase Order”) and each order to redeem a Creation Unit Basket or Baskets (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) may not be revoked withdrawn by the Authorized Participant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.Purchaser. (c) The 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 Redemption Order 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 Administrator Sponsor not to be in proper form as described hereinform; (iiiii) if the fulfillment Sponsor believes that acceptance would have adverse tax consequences to the Fund or its shareholders; (iv) if the acceptance or receipt of which a Creation Basket Deposit would, in the opinion of counsel to the Administrator or the TrustSponsor, be unlawful; (iii) if the Administrator determines that acceptance of an Order from an Authorized Participant would expose a Fund to credit risk; or (ivv) if circumstances outside the control of the CustodianSponsor, the Administrator Marketing Agent or the Sponsor Custodian make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither None of the Administrator nor Sponsor, the Sponsor Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderCreation Basket Deposit. (d) The Sponsor acting by itself or through the Administrator may, in its sole discretion, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, reject any Redemption Order (i) for any period during which determined by the Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; Sponsor not to be in proper form (ii) for any period during the fulfillment of which an emergency exists its counsel advises might be unlawful, or (iii) if, as a result of which deliverythe redemption, disposal the number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or evaluation of the Gold or any swap or other instrument held by as otherwise stated in 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 postponementFund’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 Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, the Deposit Account Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the applicable Procedures, provided that the Trustee shall promptly provide copies of recordings of any such calls to the Authorized Participant upon reasonable request by the Authorized 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 recordkeeping policies and procedures. The Administrator Trustee and Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the applicable ProceduresBaskets, and the Authorized Participant will comply with such proceduresprocedures of which it has received notice in accordance with Section 18(c), provided that any revised procedures shall not apply retroactively to orders submitted prior to such change in procedures or prior to the time at which the Authorized Participant receives notice of any such change. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the AdministratorTrustee. 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 Administrator shall have delivery of the absolute right, but shall have no obligation, Shares to reject any the Authorized Participant against deposits of Chinese Renminbi in connection with a Purchase Order may be suspended generally, or Redemption Order (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 Administrator not to be in proper form as described herein; (ii) the fulfillment of which would, in the opinion of counsel to the Administrator 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 Custodian, the Administrator Trustee or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption Order. (d) The Administrator 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 reason at any time or from time to time. Except as otherwise provided in the Exchange is closed other than Trust Agreement, the surrender of Shares to the Trustee for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as purposes of withdrawing Chinese Renminbi in connection with a result of which delivery, disposal or evaluation of the Gold or any swap or other instrument held by a Fund is Redemption Order may 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 postponementsuspended.

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 Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the applicable ProceduresProcedures and the Authorized Participant shall be provided with copies or transcripts of such recordings upon reasonable request. The Administrator and Sponsor Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will shall comply with such proceduresprocedures of which it has been notified in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create or redeem a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit (a “Creation/Redemption Order”, and each Purchase Order and Redemption Order, Form” or an “Order”) may not be revoked by the Authorized Participant upon after its delivery to and acceptance by the AdministratorDistributor. A form of PurchaseCreation/Redemption Order Form is attached hereto as Exhibit B. (c) The Administrator Distributor shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation/Redemption Order Form or Creation Basket Capital Contribution (i) determined by the Administrator Distributor not to be in proper form as described hereinform; (ii) the fulfillment acceptance or receipt of which wouldcould, in the opinion of counsel to the Administrator or the TrustManaging Owner, be unlawful; or (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 Custodian, the Administrator Distributor or the Sponsor Managing Owner, as applicable, make it it, for all practical purposes purposes, not feasible to process creations Creation Baskets. The Distributor shall reject a Creation/Redemption Order Form or redemptions, 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 applicable, of Creation Unitssoon as reasonably practicable. Neither the Administrator Managing Owner nor the Sponsor Distributor shall be liable to any person by reason of the rejection of any Purchase Creation/Redemption Order Form or Redemption OrderCreation Basket Capital Contribution. (d) The Administrator Distributor shall reject any Redemption Order the fulfillment of which counsel to the Managing Owner advises 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateRedemption Settlement Time, (i) for any period during which the Exchange 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 the Gold or any swap or other instrument held by a Fund Trust’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of the Beneficial Owners. Neither The Managing Owner shall promptly notify the Administrator nor Distributor and the Sponsor Authorized Participant of any action taken pursuant to this Section 3(e). The Managing Owner and the Distributor shall be not liable to any person or in any way for any 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. 2.1 Nothing in this Agreement obliges DBS to enter into Transactions with the Customer and DBS may refuse to enter into any such Transaction or otherwise act on any Order without having to give a reason therefor. 2.2 DBS shall be entitled (but not obliged) to act on any Orders which DBS in good faith has reason to believe is from the Customer. Without prejudice to the foregoing:- (a) All orders to create or redeem Creation Units for a Fund DBS shall be made in accordance entitled (but not obliged) to verify and be satisfied with respect to the terms identity of the Prospectus, this Agreement person purporting to give such Order or the source and the applicable Procedures for the Fund origin of such Order and DBS may defer relying or acting upon any such Order unless and until DBS is satisfied as listed on Attachment A hereto. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units matters on which are not related to the applicable Procedures, and the Authorized Participant will comply with such procedures.DBS sought verification; (b) The Authorized Participant acknowledges and agrees in the event that DBS decides to act on behalf of itself and any party for which it Order or is acting (whether such party is a customer or otherwise) that each order otherwise under an obligation to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption act on any Order, an “Order”) DBS shall be allowed such amount of time to act and implement any Order as may be reasonable having regard to the systems and operations of DBS and the other circumstances then prevailing and shall not be revoked by liable for any Loss arising from any delay on the Authorized Participant upon its delivery to the Administrator. A form part of Purchase/Redemption Order is attached hereto as Exhibit B.DBS in acting on any such Order; (c) The Administrator where any Order is ambiguous or inconsistent with any other Order, DBS shall have the absolute right, but shall have no obligation, be entitled to reject rely and act upon any Purchase Order or Redemption Order (i) determined by the Administrator not in accordance with any reasonable interpretation thereof which any Officer believes in good faith to be in proper form as described hereinthe correct interpretation or refuse to act until a fresh Order is obtained; (ii) the fulfillment of which would, in the opinion of counsel to the Administrator 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 Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption Order.and (d) The Administrator mayDBS need only act on Orders from the Customer in respect of any Account or any part or all of the commodities, monies or other property held in its discretionany Account. DBS shall not be required to act in accordance with any Order from the Customer which purports to dispose of or deal with commodities, monies or other property which are in fact not held in any Account. 2.3 DBS shall not be liable to the Customer for any and will when so directed all Loss incurred by the SponsorCustomer arising from any loss or delay in the transmission or wrongful interception of any Order through any equipment or system, suspend the right of redemption, including any equipment or postpone the applicable redemption settlement date, (i) system owned and/or operated by or 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 DBS including without limitation as a result of which deliveryany electrical shortage, disposal failure of communications or evaluation common carrier or failure of computer hardware and/ or software. 2.4 The Customer acknowledges and consents to the Gold right of DBS to aggregate the Customer’s Orders with the orders of DBS’ other customers. The allotment or distribution of any swap commodities, monies or other instrument held by a Fund is not reasonably practicable; property pursuant to such aggregation of orders to or (iii) for amongst the Customer and its other customers shall, subject to Applicable Laws, be at DBS’ sole and absolute discretion. The Customer accepts that 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 allotment or in any way for any loss or damages that distribution may result from any such suspension or postponementin inequities on some occasions.

Appears in 2 contracts

Sources: Derivatives Clearing & Execution General Trading Agreement, Derivatives Clearing & Execution General Trading Agreement

Orders. (a) All orders to create or redeem Creation Units for a Fund shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the applicable Procedures, and the Authorized Participant will comply with such proceduresprocedures of which it has received notice delivered in accordance with Section 16(c) within a commercially reasonable time following receipt of such notice. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery of the Order to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.Sponsor, or the Sponsor’s designee. (c) The Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order (i) determined by the Administrator not to be in proper form as described herein; (ii) the fulfillment of which would, in the opinion of counsel to the Administrator 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 Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption Order. (d) The Administrator may, in its discretion, and will when so directed by the Sponsor, suspend the right of redemptionrepurchase, or postpone the applicable redemption purchase settlement date, (i) for any period during which any of the Exchange NYSE Arca, AMEX, NYSE, CME, CBOT, ICE/ NYBOT, LME or NYMEX/COMEX is closed other than for customary holidays or weekend closings or holiday closings, or when trading is suspended or restrictedrestricted on such exchanges in any of the underlying commodities; (ii) for any period during which an emergency exists as a result of which delivery, disposal or evaluation the fulfillment of the Gold or any swap or other instrument held by a Fund 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 (i) determined by the Sponsor, or its designee, not to be in proper form; (ii) that the Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners. Neither ; (iii) the Administrator nor acceptance or receipt of which could, in the opinion of counsel to the Sponsor be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process creations of Creation Units. The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order. (d) The Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises 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 (ii) 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. (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 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 Participant waives its right to seek such protective order or remedy, the 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 furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded

Appears in 2 contracts

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

Orders. (a) All orders to create or redeem Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, the Deposit Account Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the applicable Procedures. Procedures The Administrator Trustee and Sponsor may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will comply with such proceduresprocedures of which it has received notice in accordance with Section 18(c). (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the AdministratorTrustee. 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 Administrator shall have delivery of the absolute rightShares against deposits of Singapore Dollars may be suspended generally, but shall have no obligationor refused with respect to particular requested deliveries, to reject during any Purchase Order period when the transfer books of the Trustee are closed or Redemption Order (i) determined if any such action is deemed necessary or advisable by the Administrator not to be in proper form as described herein; (ii) the fulfillment of which would, in the opinion of counsel to the Administrator 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 Custodian, the Administrator Trustee or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption Order. (d) The Administrator 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 reason at any time or from time to time. Except as otherwise provided in the Exchange is closed other than Trust Agreement, the surrender of Shares for customary weekend or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result purposes of which delivery, disposal or evaluation of the Gold or any swap or other instrument held by a Fund is withdrawing Singapore Dollars may 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 postponementsuspended.

Appears in 2 contracts

Sources: Participant Agreement (CurrencyShares Singapore Dollar Trust), Participant Agreement (CurrencyShares Singapore Dollar Trust)

Orders. (a) All orders to create or redeem Baskets (except in the case of an Authorized Participant’s initial order to purchase one or more Creation Units for a Fund Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units which are not related to the applicable Procedures, Baskets and the Authorized Participant will comply with such procedures. (b) The Authorized Participant acknowledges and agrees 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) that each order to create a Creation Unit Basket or Baskets (a “Purchase Order”) and each order to redeem a Creation Unit Basket or Baskets (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) may not be revoked withdrawn by the Authorized Participant upon its delivery to after it has been accepted by the Administrator. A form of Purchase/Redemption Trust (directly or through the Sponsor or Order is attached hereto as Exhibit B.Examiner). (c) The Administrator 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 Order Examiner shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order Creation Basket Deposit (as defined in Section 7) (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 Administrator Sponsor not to be in proper form and the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as described hereinto allow it to be accepted; (iiiii) if the fulfillment Sponsor believes that acceptance would have adverse tax consequences to the Trust 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; (iv) if the acceptance or receipt of which a Creation Basket Deposit would, in the opinion of counsel to the Administrator or the TrustSponsor, be unlawful; (iii) if unlawful and the Administrator determines that acceptance of an Order from an Sponsor has disclosed to the Authorized Participant would expose a Fund how to credit riskrevise the order so that it can be accepted without being unlawful; or (ivv) if circumstances outside the control of the CustodianSponsor, the Administrator Order Examiner or the Sponsor BNY Mellon make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither None of the Administrator nor Sponsor, the Sponsor Order Examiner or BNY Mellon shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderCreation Basket Deposit. (de) The Administrator Sponsor acting by itself or through BNY Mellon may, in its sole discretion, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, reject any Redemption Order (i) determined by the Sponsor not to be in proper form provided the Sponsor discloses to the Authorized Participant the basis for any period during which its conclusion and a reasonable opportunity to correct the Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restrictedorder so as to allow it to be accepted; (ii) for any period during the fulfillment of which an emergency exists its counsel advises would 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 (iii) if, as a result of which deliverythe redemption, disposal the number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or evaluation of as otherwise stated in 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 postponementProspectus.

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 Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will comply with such proceduresprocedures of which it has been notified in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a “Purchase OrderOrder Subscription Agreement”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order Subscription Agreement and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the AdministratorManaging 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 Administrator Managing Owner shall have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Redemption Order Creation Basket Capital Contribution (i) determined by the Administrator Managing Owner not to be in proper form as described hereinform; (ii) that the fulfillment Managing Owner has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which wouldcould, in the opinion of counsel to the Administrator or the Trust, Managing Owner 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 Custodian, the Administrator or the Sponsor Managing Owner make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither the Administrator nor the Sponsor The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Order Subscription Agreement or Redemption OrderCreation Basket Capital Contribution. (d) The Administrator Managing Owner shall reject any Redemption Order the fulfillment of which its counsel advises 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateRedemption 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 Gold or any swap or other instrument held by a Fund Trust’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of the Beneficial Owners. Neither the Administrator nor the Sponsor shall be 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.

Appears in 2 contracts

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

Orders. (a) All orders to create or redeem Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The 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 Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will shall comply with such proceduresprocedures of which it has been notified in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a “Purchase OrderOrder Subscription Agreement”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order Subscription Agreement and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the AdministratorManaging 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 Administrator Managing Owner shall have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Redemption Order Creation Basket Capital Contribution (i) determined by the Administrator Managing Owner not to be in proper form as described hereinform; (ii) that the fulfillment Managing Owner has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which wouldcould, in the opinion of counsel to the Administrator or the TrustManaging Owner, 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 CustodianManaging Owner make it, the Administrator or the Sponsor make it for all practical purposes purposes, not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither the Administrator nor the Sponsor The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Order Subscription Agreement or Redemption OrderCreation Basket Capital Contribution. (d) The Administrator Managing Owner shall reject any Redemption Order the fulfillment of which its counsel advises 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateRedemption Settlement Time, (i) for any period during which the Exchange 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 Gold or any swap or other instrument held by a Fund Trust’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of the Beneficial Owners. Neither the Administrator nor the Sponsor shall be 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.

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 Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoAP Handbook. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The 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 Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will shall comply with such proceduresprocedures of which it has been notified in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create or redeem a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit (a “Creation/Redemption Order”, and each Purchase Order and Redemption Order, Form” or an “Order”) may not be revoked by the Authorized Participant upon after its delivery to and acceptance by the AdministratorDistributor. A form of PurchaseCreation/Redemption Order Form is attached hereto as Exhibit B. (c) The Administrator Distributor shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation/Redemption Order Form or Creation Basket Capital Contribution (i) determined by the Administrator Distributor not to be in proper form as described hereinform; (ii) the fulfillment acceptance or receipt of which wouldcould, in the opinion of counsel to the Administrator or the TrustManaging Owner, be unlawful; or (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 Custodian, the Administrator Distributor or the Sponsor Managing Owner, as applicable, make it it, for all practical purposes purposes, not feasible to process creations Creation Baskets. The Distributor shall reject a Creation/Redemption Order Form or redemptionsCreation 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 the Trust, as applicableany Fund, of Creation Unitsor its shareholders. Neither the Administrator Managing Owner nor the Sponsor Distributor shall be liable to any person by reason of the rejection of any Purchase Creation/Redemption Order Form or Redemption OrderCreation Basket Capital Contribution. (d) The Administrator Distributor shall reject any Redemption Order the fulfillment of which counsel to the Managing Owner advises 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateRedemption Settlement Time, (i) for any period during which the Exchange 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 the Gold or any swap or other instrument held by a Fund Fund’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of the Beneficial Owners. Neither The Managing Owner shall promptly notify the Administrator nor Distributor of any action taken pursuant to this Section 3(e). The Managing Owner and the Sponsor Distributor shall be not liable to any person or in any way for any 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 Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will comply with such procedures. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a "Purchase Order”Order Subscription Agreement") and each order to redeem a Creation Unit Basket (a "Redemption Order", and each Purchase Order Subscription Agreement and Redemption Order, an "Order") may not be revoked by the Authorized Participant upon its delivery to the AdministratorManaging 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 Administrator Managing Owner shall have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Redemption Order Creation Basket Capital Contribution (i) determined by the Administrator Managing Owner not to be in proper form as described hereinform; (ii) that the fulfillment Managing Owner has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which would, in the opinion of counsel to the Administrator or the Trust, Managing Owner be unlawful; (iii) if the Administrator determines that acceptance of an Order from an Authorized Participant would expose a Fund to credit risk; or or (iv) if circumstances outside the control of the Custodian, the Administrator or the Sponsor Managing Owner make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither the Administrator nor the Sponsor The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Order Subscription Agreement or Redemption OrderCreation Basket Capital Contribution. (d) The Administrator Managing Owner shall reject any Redemption Order 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateRedemption 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 Gold or any swap or other instrument held by a Fund Trust's assets is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of the Beneficial Owners. Neither the Administrator nor the Sponsor shall be 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.

Appears in 1 contract

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

Orders. (a) All orders to create or redeem Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement Agreement, the Registration Statement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the applicable ProceduresProcedures and the Authorized Participant may reasonably request that it be provided with copies or transcripts of such recordings. The Administrator Sponsor and Sponsor the Transfer Agent may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will shall comply with such proceduresprocedures of which it has reasonable prior notice in accordance with this Agreement. Any notice of additional or other procedures relating to the manner of creating or redeeming Baskets shall be provided simultaneously to all Participants. Revised procedures shall not apply retroactively to orders submitted prior to such change in procedure, unless otherwise required by applicable law. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to or redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon after its delivery to and acceptance by the AdministratorSponsor. 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 Administrator Sponsor shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation/Redemption Order Form, and the associated Order, (i) determined by the Administrator it determines not to be in proper form as described hereinform; (ii) the fulfillment acceptance or receipt of which wouldcould, in the opinion of counsel to the Administrator or the TrustSponsor, be unlawful; or (iii) if the Administrator determines 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 acceptance of an Order from an such order would have adverse tax consequences to the Trust or its shareholders. The Sponsor shall notify the Authorized Participant would expose a Fund prior to credit risk; such rejection of its intention to reject such Purchase Order or Redemption Order and (iv) if circumstances outside to the control of the Custodianextent it is permitted to do so), the Administrator reason for such rejection, and in the event that the rejection was due to the Purchase Order or Redemption Order not being in proper form, to the Sponsor make it for all practical purposes not feasible extent possible, provide the Authorized Participant an opportunity to process creations place the Purchase Order or redemptions, as applicable, of Creation UnitsRedemption Order in proper form prior to rejection. Neither the Administrator Sponsor nor the Sponsor Transfer Agent 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 Redemption Order all consideration, including cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order. (d) The Administrator Sponsor shall reject any Redemption Order whereby the fulfillment of which counsel to the Sponsor advises 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateRedemption Settlement Time, (i) for any period during which the Exchange 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 an emergency a Force Majeure Event exists as a result of which delivery, disposal or evaluation of the Gold or any swap or other instrument held by a Fund Trust’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor determines in good faith to be necessary for the protection of the Beneficial Owners; or (iv) as otherwise provided herein, in the Registration Statement or in the Trust Agreement. Neither the Administrator nor the 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 event the Sponsor intends to prevent or prohibit creations or redemptions, it will do so by a disclosure made to all Authorized Participants simultaneously.

Appears in 1 contract

Sources: Participant Agreement (VanEck Bitcoin Trust)

Orders. (a) All orders to create or redeem Baskets (except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Units for a Fund Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units which are not related to the applicable Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the 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 Sponsor shall take such actions as reasonably necessary to satisfy Authorized Purchaser’s reasonable request for copies of recordings. (b) The Authorized Participant Purchaser 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 Creation Unit Basket or Baskets (a “Purchase Order”) and each order to redeem a Creation Unit Basket or Baskets (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) may not be revoked withdrawn by the Authorized Participant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.Purchaser. (c) The 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 Redemption Order 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 Administrator Sponsor not to be in proper form as described hereinform; (iiiii) if the fulfillment Sponsor believes that acceptance would have adverse tax consequences to the Fund or its shareholders; (iv) if the acceptance or receipt of which a Creation Basket Deposit would, in the opinion of counsel to the Administrator or the TrustSponsor, be unlawful; (iii) if the Administrator determines that acceptance of an Order from an Authorized Participant would expose a Fund to credit risk; or (ivv) if circumstances outside the control of the CustodianSponsor, the Administrator Marketing Agent or the Sponsor Custodian make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither None of the Administrator nor Sponsor, the Sponsor Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderCreation Basket Deposit. (d) The Sponsor acting by itself or through the Administrator may, in its sole discretion, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, reject any Redemption Order (i) for any period during which determined by the Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; Sponsor not to be in proper form (ii) for any period during the fulfillment of which an emergency exists its counsel advises might be unlawful, or (iii) if, as a result of which deliverythe redemption, disposal or evaluation the number 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 remaining outstanding Shares would be reduced 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 postponementfewer than 100,000.

Appears in 1 contract

Sources: Authorized Purchaser Agreement (Teucrium Commodity Trust)

Orders. (a) All orders to create or redeem Baskets (except in the case of an Authorized Participant’s initial order to purchase one or more Creation Units for a Fund Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units which are not related to the applicable Procedures, Baskets and the Authorized Participant will comply with such procedures. (b) The Authorized Participant acknowledges and agrees 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) that each order to create a Creation Unit Basket or Baskets (a “Purchase Order”) and each order to redeem a Creation Unit Basket or Baskets (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) may not be revoked withdrawn by the Authorized Participant upon its delivery to after it has been accepted by the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.Trust (directly or through the Sponsor or Distributor). (c) The Administrator 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 Order Examiner shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order Creation Basket Deposit (as defined in Section 7) (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 Administrator Sponsor not to be in proper form and the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as described hereinto allow it to be accepted; (iiiii) if the fulfillment Sponsor believes that acceptance would have adverse tax consequences to the Trust 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; (iv) if the acceptance or receipt of which a Creation Basket Deposit would, in the opinion of counsel to the Administrator or the TrustSponsor, be unlawful; (iii) if unlawful and the Administrator determines that acceptance of an Order from an Sponsor has disclosed to the Authorized Participant would expose a Fund how to credit riskrevise the order so that it can be accepted without being unlawful; or (ivv) if circumstances outside the control of the CustodianSponsor, the Administrator Order Examiner or the Sponsor BNY Mellon make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither None of the Administrator nor Sponsor, the Sponsor Order Examiner or BNY Mellon shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderCreation Basket Deposit. (de) The Administrator Sponsor acting by itself or through BNY Mellon may, in its sole discretion, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, reject any Redemption Order (i) determined by the Sponsor not to be in proper form provided the Sponsor discloses to the Authorized Participant the basis for any period during which its conclusion and a reasonable opportunity to correct the Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restrictedorder so as to allow it to be accepted; (ii) for any period during the fulfillment of which an emergency exists its counsel advises would 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 (iii) if, as a result of which deliverythe redemption, disposal the number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or evaluation of as otherwise stated in 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 postponementProspectus.

Appears in 1 contract

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

Orders. (a) All orders to create or redeem Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the applicable ProceduresProcedures 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 Administrator and Sponsor Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will shall comply with such proceduresprocedures of which it has been notified in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket (a “Purchase OrderOrder Subscription Agreement”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each and, together with the Purchase Order and Redemption OrderSubscription Agreement, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the AdministratorTransfer 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 Administrator Managing Owner or its delegate shall have the absolute right, but shall have no obligation, to reject any Purchase Order Subscription Agreement or Redemption Order Creation Basket Capital Contribution (as defined in the Trust Agreement) if (i) the Managing Owner or Transfer Agent has determined by in good faith that the Administrator Purchase Order Subscription Agreement or Creation Basket Capital Contribution is not to be materially in proper form as described hereinform; (ii) the fulfillment Managing Owner has determined in good faith that the acceptance or receipt of which the Purchase Order Subscription Agreement or Creation Basket Capital Contribution would be reasonably likely to have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of such Purchase Order Subscription Agreement Creation Basket Capital Contribution would, in the opinion of counsel to the Administrator or the TrustManaging Owner, 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 Custodian, the Administrator Managing Owner or the Sponsor Transfer Agent make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither the Administrator nor the Sponsor The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Order Subscription Agreement or Redemption OrderCreation Basket Capital Contribution in such circumstances. (d) The Administrator Managing Owner shall reject any Redemption Order the fulfillment of which its counsel advises 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateSettlement Time (as described in the Procedures), (i) for any period during which the Exchange 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 Gold or any swap or other instrument held by a Fund Trust’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of the Beneficial Owners. Neither the Administrator nor the Sponsor shall be 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 Authorized Participant, as a Participating Party, hereby authorizes the transmission to the NSCC on behalf of the Authorized Participant by the Transfer Agent of such instructions consistent with the instructions issued by the Authorized Participant. The Authorized Participant agrees to be bound by the terms 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 Creation Units for a Fund Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for creation and redemption procedures attached hereto as Exhibit A (the Fund as listed “Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on Attachment A heretothe 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 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 General Partner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the applicable Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines. (b) The Authorized Participant Purchaser 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 Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked withdrawn by the Authorized Participant upon its delivery to the AdministratorPurchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The Administrator 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 Redemption Order Creation Basket Deposit (as defined in Section 6) (i) determined by the Administrator General Partner not to be in proper form as described hereinform; (ii) that the fulfillment General Partner has determined would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which would, in the opinion of counsel to the Administrator or the TrustGeneral Partner, 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 CustodianGeneral Partner, the Administrator Marketing Agent or the Sponsor Custodian make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither None of the Administrator nor General Partner, the Sponsor Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderCreation Basket Deposit (as defined in Section 6). (d) The Administrator General Partner acting by itself or through the Marketing Agent may, in its sole discretion, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, reject any Redemption Order (i) for any period during which determined by the Exchange is closed other than for customary weekend General Partner not to be in proper form or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result the fulfillment of which deliveryits counsel advises may be illegal under applicable laws and regulations, disposal or evaluation of and neither 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 General Partner nor the Sponsor Marketing Agent shall be liable have liability to any person or for rejecting a Redemption Order in any way for any loss or damages that may result from any such suspension or postponementcircumstances.

Appears in 1 contract

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

Orders. (a) All orders to create or redeem Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoAP Handbook. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will shall comply with such proceduresprocedures of which it has been notified in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create or redeem a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit (a “Creation/Redemption Order”, and each Purchase Order and Redemption Order, Form” or an “Order”) may not be revoked by the Authorized Participant upon after its delivery to and acceptance by the AdministratorDistributor. A form of PurchaseCreation/Redemption Order Form is attached hereto as Exhibit B. (c) The Administrator Sponsor and the Distributor shall each have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation/Redemption Order Form or Creation Basket Capital Contribution (i) determined by the Administrator Sponsor or Distributor not to be in proper form as described hereinform; (ii) the fulfillment acceptance or receipt of which wouldcould, in the opinion of counsel to the Administrator or the TrustSponsor, be unlawful; or (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 Custodian, the Administrator Distributor or the Sponsor Sponsor, as applicable, make it it, for all practical purposes purposes, not feasible to process creations Creation Baskets; or redemptions(iv) if the Sponsor believes that acceprance would have adverse tax consequences to the Fund or its shareholders. The Distributor shall reject a Creation/Redemption Order Form or Creation Basket Capital Contribution if it has been advised in writing by the Sponsor that it believes that such order would have adverse tax consequences to the Trust, as applicableany Fund, of Creation Unitsor its shareholders. Neither the Administrator Sponsor nor the Sponsor Distributor shall be liable to any person by reason of the rejection of any Purchase Creation/Redemption Order Form or Redemption OrderCreation Basket Capital Contribution. (d) The Administrator Sponsor or Distributor shall reject any Redemption Order (i) the fulfillment of which counsel to the Sponsor advises might be 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateRedemption Settlement Time, (i) for any period during which the Exchange 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 the Gold or any swap or other instrument held by a Fund Fund’s assets 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 The Sponsor shall be promptly notify the Distributor of any action taken pursuant to this Section 3(e). The Sponsor and the Distributor shall not liable to any person or in any way for any 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 Creation Units for a Fund Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for creation and redemption procedures attached hereto as Exhibit A (the Fund as listed “Procedures”), except in the case of the Initial Authorized Purchaser’s or any other Authorized Purchaser’s initial order to purchase one or more Creation Baskets on Attachment A heretothe first day the Baskets are to be offered and sold which will be governed by the procedures set fro in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 General Partner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the applicable Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines. (b) The Authorized Participant Purchaser 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 each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked withdrawn by the Authorized Participant upon its delivery to the AdministratorPurchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The Administrator 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 Redemption Order Creation Basket Deposit (i) determined by the Administrator General Partner not to be in proper form as described hereinform; (ii) that the fulfillment General Partner has determined would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which would, in the opinion of counsel to the Administrator or the TrustGeneral Partner, 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 CustodianGeneral Partner, the Administrator Marketing Agent or the Sponsor Custodian make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither None of the Administrator nor General Partner, the Sponsor Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderCreation Basket Deposit (as defined in Section 6). (d) The Administrator General Partner acting by itself or through the Marketing Agent may, in its sole discretion, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, reject any Redemption Order (i) for any period during which determined by the Exchange is closed other than for customary weekend General Partner not to be in proper form or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result the fulfillment of which deliveryits counsel advises may be illegal under applicable laws and regulations, disposal or evaluation of and neither 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 General Partner nor the Sponsor Marketing Agent shall be liable have liability to any person or for rejecting a Redemption Order in any way for any loss or damages that may result from any such suspension or postponementcircumstances.

Appears in 1 contract

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

Orders. (a) All orders to create or redeem Baskets (except in the case of an Authorized Participant’s initial order to purchase one or more Creation Units for a Fund Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units which are not related to the applicable Procedures, Baskets and the Authorized Participant will comply with such procedures. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit Basket or Baskets (a “Purchase Order”) and each order to redeem a Creation Unit Basket or Baskets (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) may not be revoked withdrawn by the Authorized Participant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.Participant. (c) The Administrator Sponsor acting by itself or through BNY Mellon or the Order Examiner shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order 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 Administrator Sponsor not to be in proper form as described hereinform; (iiiii) if the fulfillment Sponsor believes that acceptance would have adverse tax consequences to the Trust or its shareholders; (iv) if the acceptance or receipt of which a Creation Basket Deposit would, in the opinion of counsel to the Administrator or the TrustSponsor, be unlawful; (iii) if the Administrator determines that acceptance of an Order from an Authorized Participant would expose a Fund to credit risk; or (ivv) if circumstances outside the control of the CustodianSponsor, the Administrator Order Examiner or the Sponsor BNY Mellon make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither None of the Administrator nor Sponsor, the Sponsor Order Examiner or BNY Mellon shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderCreation Basket Deposit. (d) The Administrator Sponsor acting by itself or through BNY Mellon may, in its sole discretion, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, reject any Redemption Order (i) for any period during which determined by the Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; Sponsor not to be in proper form (ii) for any period during the fulfillment of which an emergency exists its counsel advises might be unlawful, or (iii) if, as a result of which deliverythe redemption, disposal the number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or evaluation of as otherwise stated in 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 postponementProspectus.

Appears in 1 contract

Sources: Authorized Participant Agreement (SolidX Bitcoin Trust)

Orders. (a) All orders to create or redeem Baskets (except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Units for a Fund Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units which are not related to the applicable Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the 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 Sponsor shall take such actions as reasonably necessary to satisfy Authorized Purchaser’s reasonable request for copies of recordings. (b) The Authorized Participant Purchaser 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 Creation Unit Basket or Baskets (a “Purchase Order”) and each order to redeem a Creation Unit Basket or Baskets (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) may not be revoked withdrawn by the Authorized Participant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.Purchaser. (c) The Sponsor acting by itself or through the Administrator or the Distributor shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order Creation Basket Deposit (as defined in Section 6) if: (i) 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) it is determined by the Administrator Sponsor or the Distributor not to be in proper form as described herein; form; (iiiii) the fulfillment Sponsor believes that acceptance would have adverse tax consequences to the Fund or its shareholders; (iv) the acceptance or receipt of which a Creation Basket Deposit would, in the opinion of counsel to the Administrator or the TrustSponsor, be unlawful; ; (iiiv) 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 CustodianSponsor, the Administrator Distributor or the Sponsor Custodian make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither Baskets, or (vi) there is a possibility that any or all of the Administrator nor Benchmark component futures contracts of the relevant Fund on the futures exchange from which the net asset value of a particular fund is calculated will be priced at a daily price limit restriction; provided, however, if the Purchase Order is not rejected, then the Sponsor may require the Authorized Purchaser to enter into an exchange for risk (“EFR”) transaction in accordance with CME, CBOT, NYMEX, and COMEX Rule 538 and ICE Futures Rule 4, with quantities agreed by the Sponsor and the Authorized Purchaser in advance, directly corresponding to the Purchase Order. None of the Sponsor, the Distributor or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderCreation Basket Deposit. (d) The Sponsor acting by itself or through the Administrator or the Distributor may, in its sole discretion, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, reject any Redemption Order if: (i) for any period during which it is determined by the Exchange is closed other than for customary weekend Sponsor or holiday closings, or trading is suspended or restricted; the Distributor not to be in proper form; (ii) for any period during the fulfillment of which an emergency exists its counsel advises might be unlawful; (iii) as a result of which deliverythe redemption, disposal the number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or evaluation as otherwise stated in a Fund’s Prospectus; or (iv) there is a possibility that any or all of the Gold or any swap or other instrument held by Benchmark component futures contracts of the relevant Fund on the futures exchange from which the net asset value of a Fund particular fund is calculated will be priced at a daily price limit restriction; provided, however, if the Redemption Order is not reasonably practicable; or (iii) for such other period as rejected, then the Sponsor determines may require the Authorized Purchaser to be necessary for enter into an EFR transaction in accordance with CME, CBOT, NYMEX, and COMEX Rule 538 and ICE Futures Rule 4, with quantities agreed by the protection Sponsor and the Authorized Purchaser in advance, directly corresponding to the Redemption Order. (e) The Sponsor may reject a previously placed Purchase Order or a Redemption Order at any time prior to the Order Cut-off Time, if in the sole discretion of the Beneficial Owners. Neither Sponsor, the Administrator nor execution of such an order would not be in the Sponsor shall be liable to any person best interest of the Fund or in any way for any loss or damages that may result from any such suspension or postponementits shareholders.

Appears in 1 contract

Sources: Authorized Purchaser Agreement (Teucrium Commodity Trust)

Orders. (a) All orders to create or redeem Creation Units for a Fund shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for the Fund as listed on Attachment Annex A hereto. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units which are not related to the applicable Procedures, and the Authorized Participant will comply with such procedures. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order (i) determined by the Administrator not to be in proper form as described herein; (ii) the fulfillment of which would, in the opinion of counsel to the Administrator 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 Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption Order. (d) The Administrator 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 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.

Appears in 1 contract

Sources: Authorized Participant Agreement (World Gold Trust)

Orders. (a) All orders to create or redeem Creation Units for a Fund Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 General Partner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the applicable Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines. (b) The Authorized Participant Purchaser 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 each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked withdrawn by the Authorized Participant upon its delivery to the AdministratorPurchaser. A form copy of the Purchase/Redemption Order Form is attached hereto as Exhibit B. (c) The Administrator 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 Redemption Order Creation Basket Deposit (as defined in Section 6) (i) determined by the Administrator General Partner not to be in proper form as described hereinform; (ii) that the fulfillment General Partner has determined would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which would, in the opinion of counsel to the Administrator or the TrustGeneral Partner, 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 CustodianGeneral Partner, the Administrator Marketing Agent or the Sponsor Custodian make it it, for all practical purposes purposes, not feasible to process creations of Baskets. None of the General Partner, the Marketing Agent or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderCreation Basket Deposit (as defined in Section 6). (d) The Administrator 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, (i1) for any period during which the American Stock Exchange or the NYMEX, COMEX, NYBOT-ICE, CBOT, CME is closed other than for customary weekend or NYMEX, COMEX, NYBOT-ICE, CBOT, CME holiday closings, or trading on the American Stock Exchange or the is suspended or restricted; , (ii2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of the Gold or any swap Treasuries or other instrument held by a assets of the Fund is not reasonably practicable; , or (iii3) for such other period as the Sponsor General Partner determines to be necessary for the protection of the Beneficial Ownerslimited partners. Neither None of the General Partner, the Marketing Agent, the Administrator nor or the Sponsor shall Custodian will be liable to any person or in any way for any 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 Creation Units for Baskets of a Fund shall be made in accordance with the terms of the Prospectusrelevant LLC Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The 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 Manager may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets of a Fund which are not related to the applicable Procedures, and the Authorized Participant will shall, and shall cause any Liquidity Provider to, comply with such proceduresprocedures of which it has been notified in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer an Investor or otherwise) that each order to create a Creation Unit one or more Baskets (a “Purchase Creation Order”) and each order to redeem a Creation Unit 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 revoked by the Authorized Participant upon its delivery to the AdministratorManager 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 Administrator Manager or its delegate shall have the absolute right, but shall have no obligation, to reject any Purchase Creation Order or Redemption Order Total Basket Amount if (i) determined by the Administrator Creation Order is not to be in proper form as described herein; , (ii) the fulfillment of which would, Creation Order would cause participation by benefit plan investors in the opinion of counsel relevant Fund to be “significant” (as that term is defined in the Administrator or the TrustPlan Asset Regulations), 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 Custodian, the Administrator Manager or the Sponsor its delegates make it for all practical purposes not feasible for the relevant Fund to process creations issue Creation Baskets, (iv) the fulfillment of the Creation Order, in the opinion of counsel, might be unlawful, (v) any such action is deemed necessary or redemptions, as applicable, of Creation Unitsadvisable by the Manager or its delegate or (vi) for any reason at any time or from time to time. Neither the Administrator nor the Sponsor The Manager or its delegates shall not be liable to any person by reason of the rejection of any Purchase Creation Order or Redemption OrderTotal Basket Amount. (d) The Administrator mayManager or its delegate shall have the absolute right, in its discretionbut shall have no obligation, and will when so directed by the Sponsor, suspend the right of redemption, to reject any Redemption Order or postpone the applicable redemption settlement date, Redemption Baskets if (i) the Redemption Order is not in proper form as described herein, (ii) the Redemption Order would cause participation by benefit plan investors in the relevant Fund to be “significant” (as that term is defined in the Plan Asset Regulations), (iii) circumstances outside the control of the Manager or its delegates make it for all practical purposes not feasible the relevant Fund to 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 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 transfer books of the Gold Transfer Agent (as defined in the relevant LLC Agreement) are closed or any swap or other instrument held by a Fund is not reasonably practicable; or (iii) for such other period as if circumstances outside the Sponsor determines to be necessary for the protection control of the Beneficial OwnersManager or its delegate make it for all practicable purposes not feasible to process such Orders. Neither None of the Administrator nor the Sponsor Manager or its delegates shall be liable to any person or in any way for any loss or damages that may result from any such the suspension or postponementrejection 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 Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement Agreement, the Registration Statement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the applicable ProceduresProcedures and the Authorized Participant may reasonably request that it be provided with copies or transcripts of such recordings. The Administrator Sponsor and Sponsor the Transfer Agent may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Information Classification: Limited Access - 4 - Procedures, and the Authorized Participant will shall comply with such proceduresprocedures of which it has reasonable prior notice in accordance with this Agreement. Any notice of additional or other procedures relating to the manner of creating or redeeming Baskets shall be provided simultaneously to all authorized participants. Revised procedures shall not apply retroactively to orders submitted prior to such change in procedure, unless otherwise required by applicable law. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to or redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon after its delivery to and acceptance by the AdministratorSponsor. 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 Administrator Sponsor shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation/Redemption Order Form, and the associated Order, (i) determined by the Administrator it determines not to be in proper form as described hereinform; (ii) the fulfillment acceptance or receipt of which wouldcould, in the opinion of counsel to the Administrator or the TrustSponsor, be unlawful; or (iii) if the Administrator determines 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 acceptance of an Order from an such order would have adverse tax consequences to the Trust or its shareholders. The Sponsor shall notify the Authorized Participant would expose a Fund prior to credit risk; such rejection of its intention to reject such Purchase Order or Redemption Order and (iv) if circumstances outside to the control of the Custodianextent it is permitted to do so), the Administrator reason for such rejection, and in the event that the rejection was due to the Purchase Order or Redemption Order not being in proper form, to the Sponsor make it for all practical purposes not feasible extent possible, provide the Authorized Participant an opportunity to process creations place the Purchase Order or redemptions, as applicable, of Creation UnitsRedemption Order in proper form prior to rejection. Neither the Administrator Sponsor nor the Sponsor Transfer Agent 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 Redemption Order all consideration, including cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order. (d) The Administrator Sponsor shall reject any Redemption Order whereby the fulfillment of which counsel to the Sponsor advises 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateRedemption Settlement Time, (i) for any period during which the Exchange 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 an emergency a Force Majeure Event exists as a result of which delivery, disposal or evaluation of the Gold or any swap or other instrument held by a Fund Trust’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor determines in good faith to be necessary for the protection of the Beneficial Owners; or (iv) as otherwise provided herein, in the Registration Statement or in the Trust Agreement. Neither the Administrator nor the 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 event the Sponsor intends to prevent or prohibit creations or redemptions, it will do so by a disclosure made to all authorized participants simultaneously.

Appears in 1 contract

Sources: Participant Agreement (VanEck Solana ETF)

Orders. (a) All orders to create or redeem Creation Units for a Fund shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units which are not related to the applicable Procedures, and the Authorized Participant will comply with such procedures. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order (i) determined by the Administrator not to be in proper form as described herein; (ii) the fulfillment of which would, in the opinion of counsel to the Administrator 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 Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption Order. (d) The Administrator 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 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.

Appears in 1 contract

Sources: Authorized Participant Agreement (World Currency Gold Trust)

Orders. (a) All orders to create or redeem Creation Units for a Fund Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for creation and redemption procedures attached hereto as Exhibit A (the Fund as listed “Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on Attachment A heretothe first day the Baskets are to be offered and sold which will be governed by the procedures set fro in Exhibit A-1. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 General Partner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the applicable Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines. (b) The Authorized Participant Purchaser 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 each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked withdrawn by the Authorized Participant upon its delivery to the AdministratorPurchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The Administrator 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 Redemption Order Creation Basket Deposit (i) determined by the Administrator General Partner not to be in proper form as described hereinform; (ii) that the fulfillment General Partner has determined would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which would, in the opinion of counsel to the Administrator or the TrustGeneral Partner, 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 CustodianGeneral Partner, the Administrator Marketing Agent or the Sponsor Custodian make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither None of the Administrator nor General Partner, the Sponsor Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderCreation Basket Deposit (as defined in Section 6). (d) The Administrator General Partner acting by itself or through the Marketing Agent may, in its sole discretion, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, reject any Redemption Order (i) for any period during which determined by the Exchange is closed other than for customary weekend General Partner not to be in proper form or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result the fulfillment of which deliveryits counsel advises may be illegal under applicable laws and regulations, disposal or evaluation of and neither 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 General Partner nor the Sponsor Marketing Agent shall be liable have liability to any person or for rejecting a Redemption Order in any way for any loss or damages that may result from any such suspension or postponementcircumstances.

Appears in 1 contract

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

Orders. (a) All orders to create or redeem Creation Units for a Fund Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for creation and redemption procedures attached hereto as Exhibit A (the Fund as listed “Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on Attachment A heretothe 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 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 Creation Units which are not related to the applicable Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the Sponsor 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 Sponsor shall take such actions as necessary to satisfy Authorized Purchasers’ reasonable request for copies of recordings. (b) The Authorized Participant Purchaser acknowledges and agrees it is acting solely as principal and not on behalf of itself and any other party for which it is acting (whether such party is a customer or otherwise) ), and that each order to create a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) may not be revoked withdrawn by the Authorized Participant upon its delivery to Purchaser after the Administratorapplicable Purchase/Redemption Order Cut-Off Time (as defined in Exhibit A hereto). A form of Purchase/Redemption Order Form is attached hereto as Exhibit B. (c) The Administrator shall have the absolute right, but shall have no obligation, B. References to reject any a Purchase Order Form or Redemption Order (i) determined by Form mean both the Administrator not to be in proper written form as described herein; (ii) and the fulfillment of which would, in the opinion of counsel to the Administrator 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 Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any applicable Purchase Order or Redemption Order. (d) The Administrator 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 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.

Appears in 1 contract

Sources: Authorized Purchaser Agreement (United States Commodity Index Funds Trust)

Orders. (a) All orders to create or redeem Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The 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 Managing Owner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will shall comply with such proceduresprocedures of which it has been notified in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create or redeem a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit (a “Creation/Redemption Order”, and each Purchase Order and Redemption Order, Form” or an “Order”) may not be revoked by the Authorized Participant upon after its delivery to and acceptance by the AdministratorDistributor. A form of PurchaseCreation/Redemption Order Form is attached hereto as Exhibit B. (c) The Administrator Distributor shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation/Redemption Order Form or Creation Basket Capital Contribution (i) determined by the Administrator Distributor not to be in proper form as described hereinform; (ii) the fulfillment acceptance or receipt of which wouldcould, in the opinion of counsel to the Administrator or the TrustManaging Owner, be unlawful; or (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 Custodian, the Administrator Distributor or the Sponsor Managing Owner, as applicable, make it it, for all practical purposes purposes, not feasible to process creations Creation Baskets. The Distributor shall reject a Creation/Redemption Order Form or redemptions, as applicable, of Creation UnitsBasket 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. Neither the Administrator Managing Owner nor the Sponsor Distributor shall be liable to any person by reason of the rejection of any Purchase Creation/Redemption Order Form or Redemption OrderCreation Basket Capital Contribution. (d) The Administrator Distributor shall reject any Redemption Order the fulfillment of which counsel to the Managing Owner advises 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateRedemption Settlement Time, (i) for any period during which the Exchange 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 the Gold or any swap or other instrument held by a Fund Trust’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of the Beneficial Owners. Neither The Managing Owner shall promptly notify the Administrator nor Distributor of any action taken pursuant to this Section 3(e). The Managing Owner and the Sponsor Distributor shall be not liable to any person or in any way for any 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 Creation Units for a Fund Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for creation and redemption procedures attached hereto as Exhibit A (the Fund as listed “Procedures”), except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Baskets on Attachment A heretothe 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 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 General Partner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the applicable Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines. (b) The Authorized Participant Purchaser 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 Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked withdrawn by the Authorized Participant upon its delivery to the AdministratorPurchaser. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The Administrator 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 Redemption Order Creation Basket Deposit (as defined in Section 6) (i) determined by the Administrator General Partner not to be in proper form as described hereinform; (ii) that the fulfillment General Partner has determined would have adverse tax consequences to the Fund; (iii) the acceptance or receipt of which would, in the opinion of counsel to the Administrator or the TrustGeneral Partner, 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 CustodianGeneral Partner, the Administrator Marketing Agent or the Sponsor Custodian make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither None of the Administrator nor General Partner, the Sponsor Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderCreation Basket Deposit (as defined in Section 6). (d) The Administrator General Partner acting by itself or through the Marketing Agent may, in its sole discretion, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, reject any Redemption Order (i) for any period during which determined by the Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; General Partner not to be in proper form (ii) for any period during which an emergency exists as a result the fulfillment of which deliveryits counsel advises may be illegal under applicable laws and regulations, 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 if the Sponsor General Partner determines that circumstances outside the control of the General Partner, the Marketing Agent or the Custodian make it unlikely that the Units to be necessary for delivered under the protection of the Beneficial Owners. Neither the Administrator nor the Sponsor shall Redemption Order will be liable to any person or in any way for any loss or damages that may result from any such suspension or postponementdelivered.

Appears in 1 contract

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

Orders. (a) All orders to create or redeem Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the applicable Procedures for the Fund (as listed on provided in Attachment A heretoto this Agreement). Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the applicable ProceduresProcedures 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 Administrator and Sponsor Managing Owner may issue additional or other procedures Procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will shall comply with such proceduresprocedures of which it has been notified in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that that, as provided in the Procedures, each order to create a Creation Unit (a “Purchase Order”) Order and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the AdministratorTransfer 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 Administrator Managing Owner or its delegate shall have the absolute right, but shall have no obligation, to reject any Purchase Creation Order or Redemption Creation Basket Capital Contribution (as defined in the Trust Agreement) made in connection with a Creation Order (i) determined by the Administrator Managing Owner or its delegate not to be in proper form as described hereinform; (ii) the fulfillment acceptance or receipt of which wouldcould, in the opinion of counsel to the Administrator or the TrustManaging Owner, be unlawful; or (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 CustodianManaging Owner make it, the Administrator or the Sponsor make it for all practical purposes purposes, not feasible to process creations Creation Baskets. The Managing Owner shall reject a Creation Order or redemptions, 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 any rejection of an order as applicable, of Creation Unitssoon as reasonably practicable. Neither the Administrator nor the Sponsor The Managing Owner shall not be liable to any person by reason of the rejection of any Purchase Creation Order or Redemption OrderCreation Basket Capital Contribution. (d) The Administrator Managing Owner shall reject any Redemption Order the fulfillment of which its counsel advises 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date“Settlement Time” (as described in the Procedures), (i) for any period during which the Exchange 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 the Gold or any swap or other instrument held by a Fund Fund’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor Managing Owner determines to be necessary for the protection of owners of beneficial interests in Shares (the Beneficial Owners”). Neither the Administrator nor the Sponsor 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 Authorized Participant by the Transfer Agent such instructions consistent with the instructions issued by the Authorized Participant. The Authorized Participant agrees to be bound by the terms 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 (except in the case of an Authorized Participant’s initial order to purchase one or more Creation Units for a Fund Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units which are not related to the applicable Procedures, Baskets and the Authorized Participant will comply with such procedures. (b) The Authorized Participant acknowledges and agrees 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) that each order to create a Creation Unit Basket or Baskets (a “Purchase Order”) and each order to redeem a Creation Unit Basket or Baskets (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) may not be revoked withdrawn by the Authorized Participant upon its delivery to after it has been accepted by the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.Trust (directly or through the Sponsor or Distributor). (c) The Administrator 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 Order Examiner shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order 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 Administrator Sponsor not to be in proper form and the Sponsor discloses to the Authorized Participant the basis for its conclusion and a reasonable opportunity to correct the order so as described hereinto allow it to be accepted; (iiiii) if the fulfillment Sponsor believes that acceptance would have adverse tax consequences to the Trust 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; (iv) if the acceptance or receipt of which a Creation Basket Deposit would, in the opinion of counsel to the Administrator or the TrustSponsor, be unlawful; (iii) if unlawful and the Administrator determines that acceptance of an Order from an Sponsor has disclosed to the Authorized Participant would expose a Fund how to credit riskrevise the order so that it can be accepted without being unlawful; or (ivv) if circumstances outside the control of the CustodianSponsor, the Administrator Order Examiner or the Sponsor BNY Mellon make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither None of the Administrator nor Sponsor, the Sponsor Order Examiner or BNY Mellon shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderCreation Basket Deposit. (de) The Administrator Sponsor acting by itself or through BNY Mellon may, in its sole discretion, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, reject any Redemption Order (i) determined by the Sponsor not to be in proper form provided the Sponsor discloses to the Authorized Participant the basis for any period during which its conclusion and a reasonable opportunity to correct the Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restrictedorder so as to allow it to be accepted; (ii) for any period during the fulfillment of which an emergency exists its counsel advises would 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 (iii) if, as a result of which deliverythe redemption, disposal the number of remaining outstanding Shares would be reduced to fewer than the number of Shares in one Basket or evaluation of as otherwise stated in 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 postponementProspectus.

Appears in 1 contract

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

Orders. (a) All orders to create or redeem Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement Agreement, the Registration Statement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the applicable ProceduresProcedures and the Authorized Participant may reasonably request that it be provided with copies or transcripts of such recordings. The Administrator Sponsor and Sponsor the Transfer Agent may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will shall comply with such proceduresprocedures of which it has reasonable prior notice in accordance with this Agreement. Any notice of additional or other procedures relating to the manner of creating or redeeming Baskets shall be provided simultaneously to all authorized participants. Revised procedures shall not apply retroactively to orders submitted prior to such change in procedure, unless otherwise required by applicable law. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to or redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon after its delivery to and acceptance by the AdministratorSponsor. 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 Administrator Sponsor shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation/Redemption Order Form, and the associated Order, (i) determined by the Administrator it determines not to be in proper form as described hereinform; (ii) the fulfillment acceptance or receipt of which wouldcould, in the opinion of counsel to the Administrator or the TrustSponsor, be unlawful; or (iii) if the Administrator determines 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 acceptance of an Order from an such order would have adverse tax consequences to the Trust or its shareholders. The Sponsor shall notify the Authorized Participant would expose a Fund prior to credit risk; such rejection of its intention to reject such Purchase Order or Redemption Order and (iv) if circumstances outside to the control of the Custodianextent it is permitted to do so), the Administrator reason for such rejection, and in the event that the rejection was due to the Purchase Order or Redemption Order not being in proper form, to the Sponsor make it for all practical purposes not feasible extent possible, provide the Authorized Participant an opportunity to process creations place the Purchase Order or redemptions, as applicable, of Creation UnitsRedemption Order in proper form prior to rejection. Neither the Administrator Sponsor nor the Sponsor Transfer Agent 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 Redemption Order all consideration, including cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order. (d) The Administrator Sponsor shall reject any Redemption Order whereby the fulfillment of which counsel to the Sponsor advises 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateRedemption Settlement Time, (i) for any period during which the Exchange 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 an emergency a Force Majeure Event exists as a result of which delivery, disposal or evaluation of the Gold or any swap or other instrument held by a Fund Trust’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor determines in good faith to be necessary for the protection of the Beneficial Owners; or (iv) as otherwise provided herein, in the Registration Statement or in the Trust Agreement. Neither the Administrator nor the 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 event the Sponsor intends to prevent or prohibit creations or redemptions, it will do so by a disclosure made to all authorized participants simultaneously.

Appears in 1 contract

Sources: Participant Agreement (VanEck Ethereum Trust)

Orders. (a) All orders to create or redeem Creation Units for a Fund shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the applicable Procedures, and the Authorized Participant will comply with such procedures. of which it has received notice delivered in accordance with Section 16(c) within a commercially reasonable time following receipt of such notice. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery of the Order to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.Sponsor, or the Sponsor’s designee. (c) The Administrator Sponsor, or its designee, shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order (i) determined by the Administrator Sponsor, or its designee, not to be in proper form as described hereinform; (ii) that the fulfillment Sponsor, or its designee, has determined would have adverse tax consequences to the Trust or to the Beneficial Owners; (iii) the acceptance or receipt of which wouldcould, in the opinion of counsel to the Administrator or the Trust, Sponsor 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 CustodianSponsor, the Administrator or the Sponsor its designee, make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the The Sponsor shall not be liable to any person by reason of the rejection of any Purchase Order or Redemption Order. (d) The Administrator Sponsor, or its designee, shall reject any Redemption Order the fulfillment of which its counsel advises 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateRedemption Settlement Time, (i) for any period during which any of the Exchange AMEX, NYSE, CME, CBOT, ICE/NYBOT, LME or NYMEX/COMEX is closed other than for customary holidays or weekend closings or holiday closings, or when trading is suspended or restricted; restricted on such exchanges in any of the underlying commodities: (iii) 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 redemption distribution is not reasonably practicable; or (iiiii) for such other period as the Sponsor determines to be necessary for the protection of the Beneficial Ownersshareholders. Neither the Administrator nor the The Sponsor shall 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 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 Participant waives its right to seek such protective order or remedy, the 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 furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded 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 Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusLLC Agreement, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The 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 Manager may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will shall comply with such proceduresprocedures of which it has been notified in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer an Investor or otherwise) that each order to create a Creation Unit one or more Baskets (a “Purchase Creation Order”) and each order to redeem a Creation Unit one or more Baskets (a “Redemption Order”, and each Purchase any Redemption Order and Redemption or Creation Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the AdministratorManager 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 Administrator Manager or its delegate shall have the absolute right, but shall have no obligation, to reject any Purchase Creation Order or Redemption Order Total Basket Amount if (i) determined by the Administrator Creation Order is not to be in proper form as described herein; , (ii) the fulfillment of which would, Creation Order would cause participation by benefit plan investors in the opinion of counsel Fund to be “significant” (as that term is defined in the Administrator or the TrustPlan Asset Regulations), 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 Custodian, the Administrator Manager or the Sponsor its delegates make it for all practical purposes not feasible for the Fund to process creations issue Creation Baskets, (iv) the fulfillment of the Creation Order, in the opinion of counsel, might be unlawful, (v) any such action is deemed necessary or redemptions, as applicable, of Creation Unitsadvisable by the Manager or its delegate or (vi) for any reason at any time or from time to time. Neither the Administrator nor the Sponsor The Manager or its delegates shall not be liable to any person by reason of the rejection of any Purchase Creation Order or Redemption OrderTotal Basket Amount. (d) The Administrator mayManager or its delegate shall have the absolute right, in its discretionbut shall have no obligation, and will when so directed by the Sponsor, suspend the right of redemption, to reject any Redemption Order or postpone the applicable redemption settlement date, Redemption Baskets if (i) the Redemption Order is not in proper form as described herein, (ii) the Redemption Order would cause participation by benefit plan investors in the Fund to be “significant” (as that term is defined in the Plan Asset Regulations), (iii) circumstances outside the control of the Manager or its delegates make it for all practical purposes not feasible to 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 may be suspended generally, or refused with respect to a particular Creation Order or Redemption Order, during 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 transfer books of the Gold Transfer Agent (as defined in the LLC Agreement) are closed or any swap or other instrument held by a Fund is not reasonably practicable; or (iii) for such other period as if circumstances outside the Sponsor determines to be necessary for the protection control of the Beneficial OwnersManager or its delegate make it for all practicable purposes not feasible to process such Orders. Neither None of the Administrator nor the Sponsor Manager or its delegates shall be liable to any person or in any way for any loss or damages that may result from any such the suspension or postponementrejection of any Order.

Appears in 1 contract

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

Orders. (a) All orders to create or redeem Creation Units for a Fund shall be made in accordance When placing an Order with the terms Supplier, the placing of the Prospectus, this Agreement and Order is evidence that the applicable Procedures for the Fund as listed on Attachment A hereto. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use Customer has accepted these Terms 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 Creation Units which are not related to the applicable Procedures, and the Authorized Participant will comply with such procedures.Trade; (b) The Authorized Participant acknowledges and agrees Every Order by the Customer for the provision of Goods or Services must be submitted in writing on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by referencing the Authorized Participant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.Quote (unless otherwise agreed). (c) The Administrator shall have the absolute right, but shall have no obligation, An Order will only be deemed to reject any Purchase Order or Redemption Order (i) determined be placed by the Administrator not to be Customer if the Order clearly identifies the Goods or Services ordered and the Supplier's Quote. Any costs incurred by the Supplier in proper form as described herein; (ii) reliance on incorrect or inadequate information provided by the fulfillment of which would, Customer in an Order may result in the opinion of counsel to the Administrator or the Trust, be unlawful; (iii) if the Administrator determines that acceptance imposition of an Order from an Authorized Participant would expose a Fund to credit risk; or (iv) if circumstances outside the control of the Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderAdditional Charge. (d) Orders must be signed by an authorised representative of the Customer and must specify the required date of delivery. (e) Placement of an Order by the Customer signifies acceptance by the Customer of these Terms of Trade and the most recent Quote provided by the Supplier relating to that Order. (f) The Administrator may, Supplier may in its discretion, and will when so directed by the Sponsor, suspend the right of redemption, absolute discretion refuse to provide Goods or postpone the applicable redemption settlement date, Services where: (i) Goods are unavailable for any period during which the Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; reason whatsoever; (ii) credit limits cannot be agreed upon or have been exceeded; or (iii) payment for Goods or Services previously provided to the Customer or any period during which related corporation of the Customer or to any other party who is, in the reasonable opinion of the Supplier, associated with the Customer under the same or another supply contract, has not been received by the Supplier. (g) An Order cannot be cancelled without the prior written consent of the Supplier. Where an emergency exists Order is cancelled, the Customer indemnifies the Supplier against any Losses incurred by the Supplier as a result of which deliverythe cancellation. This includes, disposal or evaluation but is not limited to, loss of profit from other orders foregone as a result 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 scheduling of the Beneficial OwnersOrder which is subsequently cancelled. (h) If the Customer does not make payment to the Supplier in full before the cash due date or the Credit Due Date (whichever is applicable), the Customer’s account will be considered overdue. (i) Failure to comply with the terms of payment set out in this clause 4 shall constitute a breach of contract and the Supplier may treat the whole contract as repudiated and act accordingly, including taking any necessary enforcement action without notice to the Customer. (j) Each order submitted by the Customer to the Supplier will be deemed to include a representation that the Customer is solvent and able to pay all of the debts of the Customer as and when they fall due. Neither The Customer must inform the Administrator nor Supplier if there are any facts that might reasonably effect the Sponsor shall be liable decision of the Supplier to any person accept an order or in any way for any loss or damages that may result from any such suspension or postponementgrant approved credit to the Customer.

Appears in 1 contract

Sources: Terms of Trade

Orders. (a) All orders to create or redeem Creation Units for a Fund shall be made in accordance When placing an Order with the terms Supplier, the placing of the Prospectus, this Agreement and Order is evidence that the applicable Procedures for the Fund as listed on Attachment A hereto. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use Customer has accepted these Terms 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 Creation Units which are not related to the applicable Procedures, and the Authorized Participant will comply with such procedures.Trade; (b) The Authorized Participant acknowledges and agrees Every Order by the Customer for the provision of Goods or Services must be submitted in writing on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by referencing the Authorized Participant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.Quote (unless otherwise agreed). (c) The Administrator shall have the absolute right, but shall have no obligation, An Order will only be deemed to reject any Purchase Order or Redemption Order (i) determined be placed by the Administrator not to be Customer if the Order clearly identifies the Goods or Services ordered and the Supplier's Quote. Any costs incurred by the Supplier in proper form as described herein; (ii) reliance on incorrect or inadequate information provided by the fulfillment of which would, Customer in an Order may result in the opinion of counsel to the Administrator or the Trust, be unlawful; (iii) if the Administrator determines that acceptance imposition of an Order from an Authorized Participant would expose a Fund to credit risk; or (iv) if circumstances outside the control of the Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderAdditional Charge. (d) Orders must be signed by an authorised representative of the Customer and must specify the required date of delivery. (e) Placement of an Order by the Customer signifies acceptance by the Customer of these Terms of Trade and the most recent Quote provided by the Supplier relating to that Order. (f) The Administrator may, Supplier may in its discretion, and will when so directed by the Sponsor, suspend the right of redemption, absolute discretion refuse to provide Goods or postpone the applicable redemption settlement date, Services where: (i) Goods are unavailable for any period during which the Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; reason whatsoever; (ii) credit limits cannot be agreed upon or have been exceeded; or (iii) payment for Goods or Services previously provided to the Customer or any period during which related corporation of the Customer or to any other party who is, in the reasonable opinion of the Supplier, associated with the Customer under the same or another supply contract, has not been received by the Supplier. (g) An Order cannot be cancelled without the prior written consent of the Supplier. Where an emergency exists Order is cancelled, the Customer indemnifies the Supplier against any Losses incurred by the Supplier as a result of which deliverythe cancellation. This includes, disposal or evaluation but is not limited to, loss of profit from other orders foregone as a result 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 scheduling of the Beneficial OwnersOrder which is subsequently cancelled. (h) If the Customer does not make payment to the Supplier in full before the cash due date or the Credit Due Date (whichever is applicable), the Customer’s account will be considered overdue. (i) Failure to comply with the terms of payment set out in this clause 4 shall constitute a breach of contract and the Supplier may treat the whole contract as repudiated and act accordingly, including taking any necessary enforcement action without notice to the Customer. (j) Each order submitted by the Customer to the Supplier will be deemed to include a representation that the Customer is solvent and able to pay all the debts of the Customer as and when they fall due. Neither The Customer must inform the Administrator nor Supplier if there are any facts that might reasonably affect the Sponsor shall be liable decision of the Supplier to any person accept an order or in any way for any loss or damages that may result from any such suspension or postponementgrant approved credit to the Customer.

Appears in 1 contract

Sources: Terms of Trade

Orders. (a) All orders to create or redeem Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement Agreement, the Registration Statement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the applicable ProceduresProcedures and the Authorized Participant may reasonably request that it be provided with copies or transcripts of such recordings. The Administrator Sponsor and Sponsor the Transfer Agent may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will shall comply with such proceduresprocedures of which it has reasonable prior notice in accordance with this Agreement. Any notice of additional or other procedures relating to the manner of creating or redeeming Baskets shall be provided simultaneously to all authorized participants. Revised procedures shall not apply retroactively to orders submitted prior to such change in procedure, unless otherwise required by applicable law. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to or redeem a Creation Unit Basket (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon after its delivery to and acceptance by the AdministratorSponsor. 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 Administrator Sponsor shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation/Redemption Order Form, and the associated Order, (i) determined by the Administrator it determines not to be in Information Classification: Limited Access - 5 - proper form as described hereinform; (ii) the fulfillment acceptance or receipt of which wouldcould, in the opinion of counsel to the Administrator or the TrustSponsor, be unlawful; or (iii) if the Administrator determines 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 acceptance of an Order from an such order would have adverse tax consequences to the Trust or its shareholders. The Sponsor shall notify the Authorized Participant would expose a Fund prior to credit risk; such rejection of its intention to reject such Purchase Order or Redemption Order and (iv) if circumstances outside to the control of the Custodianextent it is permitted to do so), the Administrator reason for such rejection, and in the event that the rejection was due to the Purchase Order or Redemption Order not being in proper form, to the Sponsor make it for all practical purposes not feasible extent possible, provide the Authorized Participant an opportunity to process creations place the Purchase Order or redemptions, as applicable, of Creation UnitsRedemption Order in proper form prior to rejection. Neither the Administrator Sponsor nor the Sponsor Transfer Agent 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 Redemption Order all consideration, including cash tendered by the Authorized Participant, including any transaction fees, in respect of such rejected Purchase Order. (d) The Administrator Sponsor shall reject any Redemption Order whereby the fulfillment of which counsel to the Sponsor advises 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateRedemption Settlement Time, (i) for any period during which the Exchange 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 an emergency a Force Majeure Event exists as a result of which delivery, disposal or evaluation of the Gold or any swap or other instrument held by a Fund Trust’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor determines in good faith to be necessary for the protection of the Beneficial Owners; or (iv) as otherwise provided herein, in the Registration Statement or in the Trust Agreement. Neither the Administrator nor the 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 event the Sponsor intends to prevent or prohibit creations or redemptions, it will do so by a disclosure made to all authorized participants simultaneously.

Appears in 1 contract

Sources: Participant Agreement (VanEck Solana ETF)

Orders. (a) All orders to create or redeem Baskets (except in the case of an Authorized Purchaser’s initial order to purchase one or more Creation Units for a Fund Baskets on the first day the Baskets are to be offered and sold) shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units which are not related to the applicable Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines; provided that the 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 Sponsor shall take such actions as reasonably necessary to satisfy Authorized Purchaser’s reasonable request for copies of recordings. (b) The Authorized Participant Purchaser 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 Creation Unit Basket or Baskets (a “Purchase Order”) and each order to redeem a Creation Unit Basket or Baskets (a “Redemption Order”, ,” and each Purchase Order and Redemption Order, an “Order”) may not be revoked withdrawn by the Authorized Participant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B.Purchaser. (c) The 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 Redemption Order 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 Administrator General Partner not to be in proper form as described hereinform; (iiiii) if the fulfillment Sponsor believes that acceptance would have adverse tax consequences to the Fund or its shareholders; (iv) if the acceptance or receipt of which a Creation Basket Deposit would, in the opinion of counsel to the Administrator or the TrustSponsor, be unlawful; (iii) if the Administrator determines that acceptance of an Order from an Authorized Participant would expose a Fund to credit risk; or (ivv) if circumstances outside the control of the CustodianSponsor, the Administrator Marketing Agent or the Sponsor Custodian make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither None of the Administrator nor Sponsor, the Sponsor Marketing Agent or the Custodian shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderCreation Basket Deposit. (d) The Sponsor acting by itself or through the Administrator may, in its sole discretion, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, reject any Redemption Order (i) for any period during which determined by the Exchange is closed other than for customary weekend or holiday closings, or trading is suspended or restricted; Sponsor not to be in proper form (ii) for any period during the fulfillment of which an emergency exists its counsel advises might be unlawful, or (iii) if, as a result of which deliverythe redemption, disposal or evaluation the number 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 remaining outstanding Shares would be reduced 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 postponementfewer than 100,000.

Appears in 1 contract

Sources: Authorized Purchaser Agreement (Teucrium Commodity Trust)

Orders. (a) All orders to create or redeem Creation Units for a Fund Baskets shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for creation and redemption procedures attached hereto as Exhibit A (the Fund as listed on Attachment A hereto"Procedures"). Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 General Partner may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the applicable Procedures, Baskets and the Authorized Participant Purchaser will comply with such procedures. The Authorized Purchaser hereby consents to the use of recorded telephone lines. (b) The Authorized Participant Purchaser 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 each order to create a Creation Unit Basket (a "Purchase Order") and each order to redeem a Creation Unit Basket (a "Redemption Order", and each Purchase Order and Redemption Order, an "Order") may not be revoked by the Authorized Participant Purchaser upon its delivery to the AdministratorMarketing Agent. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The Administrator 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 Redemption Order Creation Basket Deposit (i) determined by the Administrator General Partner not to be in proper form as described hereinform; (ii) that the fulfillment 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 counsel to the Administrator or the TrustGeneral Partner, 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 Custodian, the Administrator General Partner or the Sponsor Marketing Agent make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation UnitsBaskets. Neither the Administrator General Partner nor the Sponsor Marketing Agent shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderCreation Basket Deposit. (d) The Administrator may, in its discretion, and will when so directed General Partner acting by itself or through the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement date, Marketing Agent shall reject any Redemption Order (i) for any period during which determined by the Exchange is closed other than for customary weekend General Partner not to be in proper form or holiday closings, or trading is suspended or restricted; (ii) for any period during which an emergency exists as a result the fulfillment of which deliveryits counsel advises may be illegal under applicable laws and regulations, disposal or evaluation of and neither 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 General Partner nor the Sponsor Marketing Agent shall be liable have liability to any person or for rejecting a Redemption Order in any way for any loss or damages that may result from any such suspension or postponementcircumstances.

Appears in 1 contract

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

Orders. (a) All orders to create or redeem Creation Units for a Fund shall be made in accordance with the terms of the Prospectus, this Agreement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units which are not related to the applicable Procedures, and the Authorized Participant will comply with such procedures. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked by the Authorized Participant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order (i) determined by the Administrator not to be in proper form as described herein; (ii) the fulfillment of which would, in the opinion of counsel to the Administrator 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 Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption Order. (d) The Administrator 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 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, permit or require a quantity of Gold to be added to or subtracted from an Order when issuing or redeeming shares (a “Gold Adjustment Amount”). A Gold Adjustment Amount reflects the actual amount of Gold due to be delivered 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. (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 Creation Units 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 purchased under the Order Form; Federal or state laws, regulations, or guidelines are modified or interpreted in such a Fund shall be made 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 applicable Procedures for the Fund as listed on Attachment A hereto. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The 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 Creation Units which are not related to the applicable Procedures, and the Authorized Participant will comply with such procedures. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create a Creation Unit (a “Purchase Order”) and each order to redeem a Creation Unit (a “Redemption Order”, and each Purchase Order and Redemption Order, an “Order”) may not be revoked accepted by the Authorized Participant upon its delivery to the Administrator. A form of Purchase/Redemption Order is attached hereto as Exhibit B. (c) The Administrator shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Redemption Order (i) determined by the Administrator not to be in proper form as described herein; (ii) the fulfillment of which would, in the opinion of counsel to the Administrator 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 Custodian, the Administrator or the Sponsor make it for all practical purposes not feasible to process creations or redemptions, as applicable, of Creation Units. Neither the Administrator nor the Sponsor shall be liable to any person by reason of the rejection of any Purchase Order or Redemption OrderMember. (d) The Administrator 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 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.

Appears in 1 contract

Sources: Sample Agreement

Orders. (a) All orders to create or redeem Creation Units for a Fund Baskets shall be made in accordance with the terms of the ProspectusTrust Agreement, this Agreement Agreement, the Registration Statement and the applicable Procedures for the Fund as listed on Attachment A heretoProcedures. Each party will shall comply with such foregoing terms and procedures to the extent applicable to it. The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the applicable ProceduresProcedures and the Authorized Participant may reasonably request that it be provided with copies or transcripts of such recordings. The Administrator Sponsor and Sponsor the Transfer Agent may issue additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units Baskets which are not related to the applicable Procedures, and the Authorized Participant will shall comply with such proceduresprocedures of which it has reasonable prior notice in accordance with this Agreement. (b) The Authorized Participant acknowledges and agrees on behalf of itself and any party for which it is acting (whether such party is a customer or otherwise) that each order to create or redeem a Creation Unit Basket (a “Purchase Order”) and each order to redeem a Creation Unit (a “Creation/Redemption Order”, and each Purchase Order and Redemption Order, Form” or an “Order”) may not be revoked by the Authorized Participant upon after its delivery to and acceptance by the AdministratorSponsor. 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 Administrator Sponsor shall have the absolute right, but shall have no obligation, to reject any Purchase Order or Creation/Redemption Order Form (i) determined by the Administrator it determines not to be in proper form as described hereinform; (ii) the fulfillment acceptance or receipt of which wouldcould, in the opinion of counsel to the Administrator or the TrustSponsor, be unlawful; or (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 CustodianSponsor, the Administrator Transfer Agent or the Sponsor Trust’s custodian, as applicable, make it it, for all practical purposes purposes, not feasible to process creations Creation Baskets. The Sponsor shall reject a Creation/Redemption Order Form if it believes that such order would have adverse tax consequences to the Trust or redemptionsits 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 extent it is permitted to do so) the reason for such rejection, as applicableand in the event that the rejection was due to the Purchase Order or Redemption Order not being in proper form, of Creation Unitsto 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 Administrator Sponsor nor the Sponsor Transfer Agent 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 Redemption 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 Administrator Sponsor shall reject any Redemption Order whereby the fulfillment of which counsel to the Sponsor advises 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, and will when so directed by the Sponsor, suspend the right of redemption, or postpone the applicable redemption settlement dateRedemption Settlement Time, (i) for any period during which the Exchange 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 an emergency a Force Majeure Event exists as a result of which delivery, disposal or evaluation of the Gold or any swap or other instrument held by a Fund Trust’s assets is not reasonably practicable; or (iii) for such other period as the Sponsor determines in good faith to be necessary for the protection of the Beneficial Owners; or (iv) as otherwise provided in the Registration Statement. Neither the Administrator nor the 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.

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Sources: Participant Agreement (Winklevoss Bitcoin Trust)