Common use of Managers Responsibilities Clause in Contracts

Managers Responsibilities. Except to the extent Owner is reimbursed under any insurance policy covering such risks (or would have been reimbursed by an insurance policy except for the fact that Owner elects to self-insure against such risks), Manager shall be liable to Owner for, and shall indemnify and hold harmless Owner from, any and all claims, demands, causes of action, debts, liabilities, judgments, damages and expense, including, without limitation, costs and reasonable attorneys' fees in connection with the enforcement of this indemnity (collectively, the "Claims"), which may be incurred by or made against Owner arising out of (a) the gross negligence, willful misconduct, fraud, breach of trust, illegal acts or intentional misrepresentation of Manager or its employees, or (b) a material breach by Manager or its employees of an express and clear provision of this Agreement; provided however, Manager and its employees shall not be liable for, and shall not be required to indemnify Owner from, any Claims caused by the acts or omissions by Manager or its employees and reasonably believed in good faith by the party so acting to be within the scope of the authority granted Manager or any other party under this Agreement or under any contract or agreement authorized hereby.