Xxxxx Purchase Agreement. The Xxxxx Purchase Agreement shall remain in effect and, simultaneous with the Closing, Xxxxx Bros. shall purchase from the Company and the Company shall sell to Xxxxx Bros. (i) the Xxxxx Shares, for a purchase price of Two Dollars ($2.00) per share, representing an aggregate purchase price of One Million Six Hundred Thousand Dollars ($1,600,000); and (ii) the Xxxxx Note in the aggregate principal amount of Two Million Four Hundred Thousand Dollars ($2,400,000), pursuant to the Xxxxx Purchase Agreement.
Xxxxx Purchase Agreement. (a) Notwithstanding anything in this Agreement to the contrary, in the event that Seller or any of its Affiliates suffers or incurs any Liability or Damage with respect to any Prairie Allocated Liability (other than any Known Environmental Liability), then Purchaser shall indemnify and hold harmless Seller and/or such Affiliate from and against such Liability or Damage to the full extent that Purchaser recovers from Prairie under the Xxxxx Purchase Agreement or in the event that Purchaser does not use commercially reasonable efforts to pursue such claims, or Purchaser is in breach of its obligations under Section 6.14, the amount that Purchaser would have recovered from Prairie had Purchaser used commercially reasonable efforts to pursue remedies under the Xxxxx Purchase Agreement, as in effect as of the Closing, and without regard to the effect, if any, of a breach by Purchaser of its obligations under Section 6.14 on the indemnification rights under the Xxxxx Purchase Agreement. Purchaser shall, and shall cause its Affiliates to, use its commercially reasonable efforts to take all action and pursue all claims for such indemnification under the Xxxxx Purchase Agreement with respect to any such Liability or Damage.
