Common use of Indemnification by Contributors Clause in Contracts

Indemnification by Contributors. Each Contributor hereby agrees to indemnify and hold harmless the Operating Partnership and its affiliates and each of their respective directors, managers, officers, employees, agents, representatives and affiliates (each of which is an "Indemnified Party") from and against any and all losses, claims, liabilities, damages, costs and expenses ("Loss") asserted against, imposed upon or incurred by the Indemnified Party in connection with or as a result of any breach of a representation or warranty of such Contributor contained in this Contribution Agreement or in any document delivered by the Contributor pursuant to this Contribution Agreement (with any such breach being determined solely for purposes of this Section 5.3 without regard to whether such breach has a Material Adverse Effect on the Operating Partnership). In addition, EOH and EGI hereby agree to indemnify and hold harmless the Operating Partnership from and against any and all Losses asserted against, imposed upon or incurred by the Operating Partnership as a result of its ownership or operation of the Management Business but only to the extent that such Losses are attributable to the period prior to the Closing Date.

Indemnification by Contributors. Each Contributor hereby agrees to indemnify and hold harmless the Operating Partnership and its affiliates and each of their respective directors, managers, officers, employees, agents, representatives and affiliates (each of which is an "Indemnified Party") from and against any and all losses, claims, liabilities, damages, costs and expenses ("Loss") asserted against, imposed upon or incurred by the Indemnified Party in connection with or as a result of any breach of a representation or warranty of such Contributor contained in this Contribution Agreement or in any document delivered by the Contributor pursuant to this Contribution Agreement (with any such breach being determined solely for purposes of this Section 5.3 without regard to whether such breach has a Material Adverse Effect on the Operating Partnership). In addition, EOH EOH, EOP and EGI hereby agree to indemnify and hold harmless the Operating Partnership from and against any and all Losses asserted against, imposed upon or incurred by the Operating Partnership as a result of its ownership or operation of the Management Business but only to the extent that such Losses are attributable to the period prior to the Closing Date.