Common use of INDEMNIFICATION BY OPERATING PARTNERSHIP Clause in Contracts

INDEMNIFICATION BY OPERATING PARTNERSHIP. The Operating Partnership hereby agrees to indemnify and hold harmless each of the Opportunity Partnerships, each of their constituent partners, Equity Office, its members and shareholders and each of their respective directors, members, managers, officers, employees, agents, representatives and affiliates (each an "Indemnified Contributor Party") of and from and against any and all Losses asserted against, imposed upon or incurred by the Indemnified Contributor Party in connection with: (i) any breach of a representation or warranty of the Operating Partnership contained in this Contribution Agreement; (ii) any liabilities or obligations incurred, arising from or out of, in connection with or as a result of any Claims made or Actions brought by or against the Opportunity Partnership, the Titleholders, the Properties or an Indemnified Contributor Party, that arise from or out of, in connection with or as a result of any Contamination of the Properties regardless of when or how occurring, except to the extent, and only to the extent, such Losses arise from a breach of a representation and warranty of the Indemnified Contributor Party under Section 3.2 hereof; (iii) the operation or ownership of the Properties or the Titleholder Interests, whether before or after Closing (except to the extent such loss is attributable to a breach of a representation or warranty of the Indemnified Contributor Party contained herein); and (iv) all fees, costs and expenses incurred in connection with the actions contemplated by this Contribution Agreement, including without limitation any and all costs associated with the transfers contemplated herein.