FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

Indemnification; Limitations on LiabilityUnder the Property Partnership’s limited partnership agreement, it is required to indemnify to the fullestextent permitted by law the Property General Partner, the Property GP LP and any of their respective affiliates(and their respective officers, directors, agents, shareholders, partners, members and employees), any person whoserves on a governing body of the Property Partnership, a Holding Entity, operating entity or any other holdingentity established by our company and any other person designated by its general partner as an indemnifiedperson, in each case, against all losses, claims, damages, liabilities, costs or expenses (including legal fees andexpenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims,demands, actions, suits or proceedings, incurred by an indemnified person in connection with its business,investments and activities or by reason of their holding such positions, except to the extent that the claims,liabilities, losses, damages, costs or expenses are determined to have resulted from the indemnified person’s badfaith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnified person knew tohave been unlawful. In addition, under the Property Partnership’s limited partnership agreement: (i) the liabilityof such persons has been limited to the fullest extent permitted by law, except to the extent that their conductinvolves bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnifiedperson knew to have been unlawful; and (ii) any matter that is approved by the independent directors will notconstitute a breach of any duties stated or implied by law or equity, including fiduciary duties. The PropertyPartnership’s limited partnership agreement requires it to advance funds to pay the expenses of an indemnifiedperson in connection with a matter in which indemnification may be sought until it is determined that theindemnified person is not entitled to indemnification.Governing LawThe Property Partnership’s limited partnership agreement is governed by and will be construed inaccordance with the laws of Bermuda.10.C. MATERIAL CONTRACTSThe following are the only material contracts, other than contracts entered into in the ordinary course ofbusiness, which have been entered into by us since our formation or which are proposed to be entered into by us:1. Master Purchase Agreement described under Item 4.A. “Information on the Company — Historyand Development of the Company — The Spin-Off”;2. Master Services Agreement by and among Brookfield Asset Management, the Service Recipientsand the Managers described under Item 7.B. “Major Shareholders and Related Party Transactions— Related Party Transactions — Our Master Services Agreement”;3. Relationship Agreement by and among Brookfield Asset Management, our company and theManagers and others described under Item 7.B. “Major Shareholders and Related PartyTransactions — Related Party Transactions — Relationship with Brookfield — RelationshipAgreement”;4. Registration Rights Agreement between our company and Brookfield Asset Managementdescribed under the heading Item 7.B. “Major Shareholders and Related Party Transactions —Related Party Transactions — Relationship with Brookfield — Registration Rights Agreement”;5. Voting Agreement between Brookfield Asset Management, the Property General Partner and ourcompany described under Item 7.B. “Major Shareholders and Related Party Transactions —Related Party Transactions — Voting Agreements”;159