Common use of Indemnity of Manager Clause in Contracts

Indemnity of Manager. Except for Wrongful Conduct (as defined below) by Manager, Owner will indemnify, defend and hold Manager harmless from and against any and all costs, liabilities, losses, and expenses (and reasonable attorney's fees and other legal costs) resulting from any claim, suit, action, or proceeding brought by any third party against Manager arising out of or related to this Agreement. Further, except for Wrongful Conduct, Owner shall have no cause of action against Manager for Manager's actions and conduct under the terms of the Agreement. The term "Wrongful Conduct" used herein shall be defined as any and all acts or conduct by Manager which: (1) is willful, wanton, intentional, knowing, reckless, or grossly negligent misconduct; (2) constitutes self dealing and/or gives rise to improper profit on the part of Manager in breach of fiduciary duty or duty of loyalty that Manager owes to Owner hereunder; or (3) in nature, violates any state or federal criminal law unless Manager reasonably believes, at the time of such act or conduct, that such act or conduct will not violate the same, or has no reasonable cause to believe the conduct unlawful. In the event of any third party claim against Manager, Manager shall give Owner notice of any third party claims against Manager and Owner may, at its option, take over the defense of such claim at its own expense.