By CENTREX Sample Clauses

By CENTREX. CENTREX agrees to indemnify and hold harmless UTEK and its directors, officers, employees, agents and representatives and their respective successors and assigns against and in respect of any cost, damage, expense (including reasonable legal fees and actual expenses), liability or loss incurred or suffered by any of them resulting from or arising out of: (i) the breach, inaccuracy, misrepresentation or untruth of any representation, warranty, or the nonfulfillment of any agreement or covenant of CENTREX contained in this Agreement or in any document delivered by it to UTEK pursuant hereto; and (ii) any action, assessment, claim, demand, proceeding or suit incident to any of the foregoing.
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By CENTREX. The representations and warranties made by CENTREX shall survive for a period of 3 years after Closing, and thereafter all such representations and warranties shall be extinguished, except with respect to claims then pending for which specific notice has been given during such 3 year period. CENTREX shall have liability and responsibility for the surviving representations and warranties made to CENTREX, notwithstanding any due diligence investigation or examination by UTEK.
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