Indemnification by TOTAL Clause Samples

Indemnification by TOTAL. TOTAL shall defend, indemnify, and hold AMYRIS and AMYRIS’ officers, directors, employees, and agents (the “AMYRIS Indemnitees”) harmless from and against any and all damages, liabilities, judgments, recoveries, costs, and expenses (including court costs and reasonable attorneys’ fees and expenses), resulting from any Third Party claims, suits, actions or proceedings (collectively, “Claims”) to the extent that such Claims arise out of, are based on, or result from (a) the manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of Products by TOTAL or its Affiliates, permitted sublicensees, (other than by AMYRIS, the JV Company or its or their Affiliates and sublicensees), or distributors or other practice by TOTAL, its Affiliates, sublicensees or distributors of the licenses granted to TOTAL pursuant to this Agreement; (b) a breach of any of TOTAL’s representations, warranties and obligations under this Agreement; (c) the willful misconduct or grossly negligent acts of TOTAL or its Affiliates, or the officers, directors, employees (including Seconded Employees), or agents of TOTAL or its Affiliates in connection with its activities under this Agreement; in each case except to the extent such Claims arise out of, are based on, or result from (x) directions or instructions given by AMYRIS to the Seconded Employees; (y) a breach by AMYRIS of any of AMYRIS’ representations, warranties and obligations under this Agreement; or (z) the willful misconduct or grossly negligent acts of AMYRIS, its Affiliates, or the officers, directors, employees, or agents of AMYRIS or its Affiliates (including misappropriation of Third Party intellectual property). (For clarity, the indemnity obligations in this Section 11.1 are subject to any indemnification obligations under any agreements relating to the JV Company.)