Common use of Indemnification of Operating Partnership Clause in Contracts

Indemnification of Operating Partnership. The LLC hereby agrees to ---------------------------------------- indemnify, defend and hold harmless Cornerstone, the Operating Partnership and the Operating Partnership Subsidiaries and their managers, officers, employees, independent contractors, agents, successors and assigns (collectively, the "Operating Partnership Parties") from and against any and all liabilities, losses, costs or expenses which any of the Operating Partnership Parties may suffer or for which any of the Operating Partnership Parties may become liable and which are based on, the result of, arise out of or are otherwise related to any of the following: (a) any inaccuracy or misrepresentation in, or breach of any representation or warranty of the LLC contained in this Agreement or schedules hereto or any certificate furnished by the LLC or the Subsidiaries pursuant to this Agreement; (b) any breach or failure of the LLC to perform any covenant or agreement required to be performed by the LLC or the Subsidiaries pursuant to this Agreement (except with respect to Section 6.9 and Section 6.10); (c) all liabilities of the Subsidiaries that relate to or arise out of the assets, business, operations, conduct or employees of the Subsidiaries relating to or accruing out of occurrences prior to the Closing Date; and (d) any and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees (collectively, "Related Expenses"), incident to any of the foregoing (collectively, "Operating Partnership Indemnifiable Claims").

Indemnification of Operating Partnership. The LLC hereby agrees to ---------------------------------------- indemnify, defend and hold harmless Cornerstone, the Operating Partnership and the Operating Partnership Subsidiaries Subsidiary and their managers, officers, employees, independent contractors, agents, successors and assigns (collectively, the "Operating Partnership Parties") from and against any and all liabilities, losses, costs or expenses which any of the Operating Partnership Parties may suffer or for which any of the Operating Partnership Parties may become liable and which are based on, the result of, arise out of or are otherwise related to any of the following: (a) any inaccuracy or misrepresentation in, or breach of any representation or warranty of the LLC contained in this Agreement or schedules hereto or any certificate furnished by the LLC or the Subsidiaries Subsidiary pursuant to this Agreement; (b) any breach or failure of the LLC to perform any covenant or agreement required to be performed by the LLC or the Subsidiaries Subsidiary pursuant to this Agreement (except with respect to Section 6.9 and Section 6.10); (c) all liabilities of the Subsidiaries Subsidiary that relate to or arise out of the assets, business, operations, conduct or employees of the Subsidiaries Subsidiary relating to or accruing out of occurrences prior to the Closing Date; and (d) any and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including reasonable attorneys' fees (collectively, "Related Expenses"), incident to any of the foregoing (collectively, "Operating Partnership Indemnifiable Claims").