By LSIC Sample Clauses

By LSIC. LSIC shall indemnify, defend and hold Purchaser harmless from and against any damages, claims, suits, actions, causes of action, demands, liabilities, losses, costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) as a result of or arising out of any claim that the Products Type A-C supplied hereunder (a) infringe any patent or valid copyright of a third party; or (b have caused bodily injury or property damage provided that (i) Purchaser shall have promptly provided LSIC written notice of such claim and reasonable cooperation, information and assistance in connection therewith and (ii) LSIC shall have sole control and authority with respect to the defense, settlement, or compromise thereof. Should any Product delivered hereunder become or, in LSIC's opinion be likely to become, the subject of such a claim under subsection (a), above, LSIC may, at its option, either procure for Purchaser the right to continue purchasing and using such Products, or replace or modify such Products so that they become non-infringing. In the event neither of these options is practicable, LSIC may accept the return of the infringing or potentially infringing Products, in exchange for a refund of the purchase price thereof, amortized over a period of three (3) years. In any such event, LSIC may withhold further shipments of infringing or potentially infringing Products. LSIC shall have no liability or obligation to Purchaser hereunder with respect to any infringement or claim thereof based upon (i) compliance with designs, plans or specifications of Purchaser, (ii) use of the Products by Purchaser in combination with devices or products not purchased hereunder where the Products would not themselves be infringing, (iii) use of Products by Purchaser in an application or environment for which such Products were not designed or contemplated as specified in Schedule A (Products), (iv) modifications of the Products by anyone other than LSIC where such modifications directly are the cause of the infringement. The foregoing states the entire liability of LSIC with respect to infringement of intellectual property rights by the Products.
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