By UTEK. The representations and warranties made by UTEK 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. UTEK shall have liability and responsibility for the surviving representations and warranties made by it herein, notwithstanding any due diligence investigation or examination by CENTREX.
By UTEK. UTEK agrees to indemnify, defend and hold harmless CENTREX and its shareholders, directors, officers, employees, agents and representatives and their respective successors and assigns against and in respect of any cost, damage, expense Sequentially numbered page 184 (including reasonable legal fees and actual expenses), liability or loss incurred or suffered by any of them resulting from or arising out of the: (i) breach, inaccuracy, misrepresentation or untruth of any representation or warranty, or the nonfulfillment of any agreement or covenant of UTEK contained in this Agreement or in any document delivered by UTEK or SWT to CENTREX pursuant hereto; and (ii) any action, assessment, claim, demand, proceeding or suit incident to any of the foregoing. The liability of UTEK hereunder may be satisfied by the return to CENTREX of shares of CENTREX common stock issued pursuant hereto valued at the fair market value on the date the breach is discovered to the extent of the breach.
By UTEK. UTEK agrees to indemnify, defend and hold harmless CENTREX and its shareholders, 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 the: (i) breach, inaccuracy, misrepresentation or untruth of any representation or warranty, or the nonfulfillment of any agreement or covenant of UTEK contained in this Agreement or in any document delivered by UTEK or EMS to CENTREX pursuant hereto; and (ii) any action, assessment, claim, demand, proceeding or suit incident to any of the foregoing. The liability of UTEK hereunder may be satisfied by the return to CENTREX of shares of CENTREX common stock issued pursuant hereto valued at the fair market value on the date the breach is discovered to the extent of the breach. Sequentially numbered page 161
By UTEK. UTEK agrees to indemnify, defend and hold harmless LEXON and its shareholders, 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 the: (i) breach, inaccuracy, misrepresentation or untruth of any representation or warranty, or the nonfulfillment of any agreement or covenant of UTEK contained in this Agreement or in any document delivered by UTEK or CDI to LEXON pursuant hereto; and (ii) any action, assessment, claim, demand, proceeding or suit incident to any of the foregoing. The liability of UTEK hereunder may be satisfied by the return to LEXON of shares of LEXON common stock issued pursuant hereto valued at the fair market value on the date the breach is discovered to the extent of the breach.
By UTEK. UTEK agrees to indemnify, defend and hold harmless NUELECTRIC and its shareholders, 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 the (i) breach, inaccuracy, misrepresentation or untruth of any representation or warranty, or the nonfulfillment of any agreement or covenant of UTEK contained in this Agreement or in any document delivered by UTEK or ZORAX to NUELECTRIC pursuant hereto: and [ii) any action, assessment, claim, demand, proceeding or suit incident to any of the foregoing. The liability of UTEK hereunder shall be satisfied by the return to NUELECTRIC of shares of NUELECTRIC common stock issued pursuant hereto.
