Common use of Title Defect Adjustment Clause in Contracts

Title Defect Adjustment. (a) In the event any Title Defect, for which notice has been timely given as provided hereinabove, remains uncured as of Closing, Buyer, in its sole discretion, may elect to either (i) accept Seller’s agreement prior to closing to cure such Title Defect by October 31, 2012 (“Cure Period”) and by indemnifying Buyer against any Claims that may arise out of such Title Defect, subject to the provisions of Section 8.3(d)below, with no reduction in the Purchase Price; or (ii) reduce the Purchase Price by an amount equal to the Defect Value as determined pursuant to Section 8.4, subject to application of the five thousanddollars ($5,000.00) deductible or (iii) exclude the portion of the Asset impacted by the Title Defect from the transactions contemplated herein (such that they are not Purchased Assets) and reduce the Purchase Price by an amount equal to the Allocated Value of such portion of such Asset. Should Seller elect either alternative “(i)” (indemnity) or (ii) (price reduction) in this Section 8.3(a), those Assets affected by the Title Defect shall be transferred to Buyer at Closing. Purchase and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLC (b) If Seller elects to attempt to cure a Title Defect after Closing, Closing with respect to the portion of the Assets affected by such Title Defect will be deferred (the “Closing Deferred Property”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Purchase Price delivered to Seller at such initial Closing shall be reduced by the Allocated Value of the Assets for all Closing Deferred Properties. If Seller cures any Title Defect within the Cure Period, then the Closing with respect to the Closing Deferred Property for which such Title Defect has been cured will proceed and will be finalized within seven (7) days following the end of the Cure Period. If Seller fails to cure any Title Defect prior to the expiration of the Cure Period, Buyer shall have the right to elect by written notice to Seller, which notice shall be delivered within seven (7) days after receipt by Buyer of Notice from Seller of such failure to cure any such Title Defect, to waive all of the Title Defects applicable to any Closing Deferred Property (which waived Title Defects shall be deemed Permitted Encumbrances) and proceed to Closing on such Closing Deferred Property. If Buyer does not elect to waive an existing Title Defect, Seller shall retain the Closing Deferred Property and the Parties shall have no further obligation with respect thereto. In the event that any such property is retained by Seller and revenue has regularly been paid with respect to such property, without complaint, for a period in excess of two (2) years, then Buyer agrees, except as required by law (i) not to take any action to interfere with such revenue stream, and (ii) to the extent that Buyer becomes payor of such revenue, to pay Seller such revenue upon receipt of an indemnity agreement from Seller. (c) The following provisions shall apply to an election by Seller under the second sentence of Section 8.3(a) to cure a Title Defect by indemnifying Buyer with regard to such Title Defect: (1) Seller’s indemnity shall be for an indefinite period of time. (2) Seller shall execute and deliver to Buyer a mutually agreeable form of indemnity agreement with respect to such Title Defect, which shall indemnify Buyer from and against any and all Claims arising from or related to such Title Defect, including, without limitation, the portion of the Purchase Price paid by Buyer for the Assets affected thereby and all capital expenditures and other costs and expenses incurred by Buyer in connection with the ownership, operation and development of the Assets affected thereby. (3) Seller’s indemnity shall be freely transferable by Buyer to its successors and assigns of the Assets affected by such Title Defect, including without limitation, any lender to Buyer and any Buyer of such Assets, whether directly from Buyer or through any foreclosure proceeding; and (d) Except as provided in Article 9, in the event any adjustment to the Purchase Price is made pursuant to alternative (ii) in the first sentence of Section 8(a) due to a Title Defect raised by Buyer, the Parties shall proceed with Closing and Seller shall be under no obligation to correct such defect. Purchase and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLC

Title Defect Adjustment. Seller shall have the opportunity to cure, until thirty (a30) In the event days after Closing ("Cure Period"), any Title Defect, for which notice has been timely given as provided hereinabove, remains uncured as of Closing, Buyer, in its sole discretion, may elect to either (i) accept Seller’s agreement prior to closing to cure such Title Defect by October 31, 2012 (“Cure Period”) and by indemnifying Buyer against any Claims that may arise out of such Title Defect, subject to the provisions of Section 8.3(d)below, with no reduction in the Purchase Price; or (ii) reduce the Purchase Price by an amount equal to the Defect Value as determined pursuant to Section 8.4, subject to application of the five thousanddollars ($5,000.00) deductible or (iii) exclude the portion of the Asset impacted by the Title Defect from the transactions contemplated herein (such that they are not Purchased Assets) and reduce the Purchase Price by an amount equal to the Allocated Value of such portion of such Asset. Should Seller elect either alternative “(i)” (indemnity) or (ii) (price reduction) in this Section 8.3(a), those Assets affected by the Title Defect shall be transferred to Buyer at Closing. Purchase and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLC (b) If Seller elects to attempt to cure a Title Defect after Closing, Closing with respect to the portion of the Assets affected by such Title Defect will be deferred (the “Closing Deferred Property”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Purchase Price delivered to Seller at such initial Closing shall be reduced by the Allocated Value of the Assets for all Closing Deferred Properties. If Seller cures any Title Defect within the Cure Period, then the Closing with respect to the Closing Deferred Property for which such Title Defect has been cured will proceed and will be finalized within seven (7) days following the end of the Cure Period. If Seller fails or refuses to cure any Title Defect prior to the expiration of the Cure Period, Buyer shall have the right to separately elect by written notice to Seller, which notice shall be delivered within seven Seller to either (7i) days after receipt by Buyer of Notice from Seller of such failure to cure any such retain the affected Title Defect, to Defect Property and waive all of the Title Defects applicable to any Closing Deferred Property thereto (which waived Title Defects shall be deemed Permitted Encumbrances), or (ii) and proceed receive from Seller an amount equal to Closing on such Closing Deferred Propertythe Title Defect Value. If Buyer does not elect elects to waive receive the Title Defect Value, Buyer shall reconvey to Seller that portion of the Assets, whether an existing undivided interest, separate interest, or otherwise, that is materially and adversely affected by the Title Defect, as to which Buyer received such adjustment; provided that Seller may, without affecting Buyer's right to an adjustment, elect not to accept a reconveyance of a Title Defect Property or portion thereof, relating to such adjustment. Such reconveyance shall retain the Closing Deferred Property be free and the Parties shall have no further obligation clear of all liens and encumbrances created by, through or under Buyer (other than liens or encumbrances created by Buyer which would constitute Permitted Encumbrances had they been created or suffered by Seller) with Seller receiving all revenues and bearing all expense with respect theretothereto after the Effective Date and with respect to any interests so reconveyed, they shall be deemed to be excluded from the Assets and, except for the terms of this Section 8.4, from the terms and conditions of this Agreement. In the event that any such property is retained by reconveyed to Seller and revenue such property has regularly been paid with respect to such propertyreceiving revenue, without complaint, for a period in excess of two (2) years, then Buyer agrees, except as required by law agrees (i) not to take any action to interfere with such revenue stream, and (ii) to the extent that Buyer becomes payor of such revenue, to pay Seller such revenue upon receipt of an indemnity agreement from Sellersatisfactory to Buyer. (c) The following provisions shall apply to an election by Seller under the second sentence of Section 8.3(a) to cure a Title Defect by indemnifying Buyer with regard to such Title Defect: (1) Seller’s indemnity shall be for an indefinite period of time. (2) Seller shall execute and deliver to Buyer a mutually agreeable form of indemnity agreement with respect to such Title Defect, which shall indemnify Buyer from and against any and all Claims arising from or related to such Title Defect, including, without limitation, the portion of the Purchase Price paid by Buyer for the Assets affected thereby and all capital expenditures and other costs and expenses incurred by Buyer in connection with the ownership, operation and development of the Assets affected thereby. (3) Seller’s indemnity shall be freely transferable by Buyer to its successors and assigns of the Assets affected by such Title Defect, including without limitation, any lender to Buyer and any Buyer of such Assets, whether directly from Buyer or through any foreclosure proceeding; and (d) Except as provided in Article 9, in the event any adjustment to the Purchase Price is made pursuant to alternative (ii) in the first sentence of Section 8(a) due to a Title Defect raised by Buyer, the Parties shall proceed with Closing and Seller shall be under no obligation to correct such defect. Purchase and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLC

Title Defect Adjustment. (a) In the event any Title Defect, for which notice has been timely given as provided hereinabove, remains uncured as of Closing, Buyer, in its sole discretion, Seller may elect to either (i) accept Seller’s agreement prior to closing to cure such Title Defect by October 31, 2012 (“Cure Period”) and by indemnifying Buyer against any Claims damages, claims or expenses that may arise out of such Title Defect, subject to the provisions of Section 8.3(d)below8.3(b) below, with no reduction in the Purchase Price; or (ii) reduce the Purchase Price by an amount equal to the Defect Value as determined pursuant to Section 8.4, subject to application of the five thousanddollars extent that each individual Title Defect exceeds a Ten Thousand And No/100 dollar ($5,000.0010,000.00) deductible or threshold, and the sum of all individual Title Defects in excess of each threshold amount exceeds Forty Five Thousand And No/100 dollars (iii$45,000.00) exclude (the portion of the Asset impacted by the “Title Defect from the transactions contemplated herein (such that they are not Purchased AssetsDeductible”) and reduce the Purchase Price by an amount equal to the Allocated Value of such portion of such AssetAggregate Defect Basket described in Section 7.4. Should Seller elect either alternative “(i)” (indemnity) or “(ii) )” (price reduction) in this Section 8.3(a), those Assets affected by the Title Defect shall be transferred to Buyer at Closing. Purchase and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLC. (b) If Seller elects to attempt to cure a Title Defect after Closing, Closing with respect to the portion of the Assets affected by such Title Defect will be deferred (the “Closing Deferred Property”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Purchase Price delivered to Seller at such initial Closing shall be reduced by the Allocated Value of the Assets for all Closing Deferred Properties. If Seller cures any Title Defect within the Cure Period, then the Closing with respect to the Closing Deferred Property for which such Title Defect has been cured will proceed and will be finalized within seven (7) days following the end of the Cure Period. If Seller fails to cure any Title Defect prior to the expiration of the Cure Period, Buyer shall have the right to elect by written notice to Seller, which notice shall be delivered within seven (7) days after receipt by Buyer of Notice from Seller of such failure to cure any such Title Defect, to waive all of the Title Defects applicable to any Closing Deferred Property (which waived Title Defects shall be deemed Permitted Encumbrances) and proceed to Closing on such Closing Deferred Property. If Buyer does not elect to waive an existing Title Defect, Seller shall retain the Closing Deferred Property and the Parties shall have no further obligation with respect thereto. In the event that any such property is retained by Seller and revenue has regularly been paid with respect to such property, without complaint, for a period in excess of two (2) years, then Buyer agrees, except as required by law (i) not to take any action to interfere with such revenue stream, and (ii) to the extent that Buyer becomes payor of such revenue, to pay Seller such revenue upon receipt of an indemnity agreement from Seller. (c) The following provisions shall apply to an election by Seller under the second sentence of Section 8.3(a) to cure a Title Defect by indemnifying Buyer with regard to such Title Defect: (1) Seller’s indemnity shall be for an indefinite limited to a period of timetwo (2) years from the Effective Time. (2) Seller In no event shall execute and deliver to Buyer a mutually agreeable form of Seller’s indemnity agreement with respect to such Title Defect, which shall indemnify Buyer from and against any and all Claims arising from or related to such Title Defect, including, without limitation, exceed the portion amount of the Purchase Price paid by Buyer for the Assets affected thereby and all capital expenditures and other costs and expenses incurred by Buyer in connection with the ownership, operation and development of the Assets affected therebyDefect Value as determined under Section 8.4 hereof. (3) Seller’s indemnity shall be freely transferable by Buyer to its successors and assigns of the Assets affected by such Title Defect, including without limitation, any lender to Buyer and any Buyer purchaser of such Assets, whether directly from Buyer or through any foreclosure proceeding; and (d4) Except If the Defect Value, as determined under Section 8.4 hereof, individually or in the aggregate, for one or more Title Defects to be covered by the Seller’s indemnity exceeds Seven Hundred Fifty Thousand and No/100 dollars ($750,000.00) (after application of the appropriate deductible(s) and without application of the Aggregate Defect Basket provided for in Article 9Section 7.4), in Seller shall have no right under to indemnify Buyer with regard to such Title Defects without Buyer’s consent. (c) In the event any adjustment to the Purchase Price is made pursuant to alternative (ii) in the first sentence of Section 8(a) due to a Title Defect raised by Buyer, the Parties shall proceed with Closing and Closing, Seller shall be under no obligation to correct such defect. Purchase , and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLCsuch defect shall become an Assumed Obligation of Buyer.

Title Defect Adjustment. (aUpon execution of and pursuant to the terms or this Agreement, Buyer shall have the right, at reasonable times during normal business hours, to conduct its investigation into the status of the title of the Property. If, in the course of conducting such investigation, Buyer discovers Title Defects, Buyer may, no later than five days prior to the Closing Date, notify Seller in writing specifying such Title Defects, the Property affected thereby, and Buyer's estimate of the net reduction in value of the Property affected by such Title Defects. A Title Defect shall not be considered for adjustment unless the collective aggregate value of such defects exceeds $250,000. If Buyer fails to notify Seller no later than five days prior to Closing of any such defects, the defects will be deemed waived, Seller shall be released from any liability therefor, the Parties With respect to such defect(s) In that Seller elects not to cure, or that Seller has not cured to the event any Title Defect, for which notice has been timely given as provided hereinabove, remains uncured as reasonable satisfaction of Closing, Buyer, in its sole discretionBuyer may waive the defect(s). However, may with respect to those defects that Buyer does not elect to waive or that have not been cured to the reasonable satisfaction of Buyer, Buyer and Seller will agree to either (i) accept Seller’s agreement prior to closing to cure such Title Defect by October 31, 2012 (“Cure Period”) and by indemnifying Buyer against any Claims that may arise out of such Title Defect, subject to the provisions of Section 8.3(d)below, with no reduction in the Purchase Price; or (ii) reduce adjust the Purchase Price by an amount equal agreed upon by Buyer and Seller to be the value of such defect(s) but in no event shall such adjustment exceed the applicable allocated value as set forth in Exhibit C attached hereto ("Allocated Value") in which event the Property subject to the Title Defect Value as determined pursuant to Section 8.4will be sold hereunder, subject to application of the five thousanddollars ($5,000.00) deductible or (iiiii) exclude the portion of Property subject to the Asset impacted by the uncured Title Defect from the transactions contemplated herein (such that they are not Purchased Assets) sale and reduce the Purchase Price by an amount equal to the applicable Allocated Value of such portion of such Asset. Should Seller elect either alternative “(i)” (indemnity) or (ii) (price reduction) in this Section 8.3(a), those Assets affected by the Title Defect shall be transferred to Buyer at Closing. Purchase and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLC (b) If Seller elects to attempt to cure a Title Defect after Closing, Closing with respect to the portion of the Assets affected by such Title Defect will be deferred (the “Closing Deferred Property”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Purchase Price delivered to Seller at such initial Closing shall be reduced by the Allocated Value of the Assets for all Closing Deferred PropertiesValue. If Seller cures any Title Defect within the Cure Period, then the Closing with respect parties are unable to the Closing Deferred Property for which such Title Defect has been cured will proceed and will be finalized within seven (7) days following the end agree to a course of the Cure Period. If Seller fails to cure any Title Defect prior to the expiration of the Cure Period, Buyer shall have the right to elect by written notice to Seller, which notice shall be delivered within seven (7) days after receipt by Buyer of Notice from Seller of such failure to cure any such Title Defect, to waive all of the Title Defects applicable to any Closing Deferred Property (which waived Title Defects shall be deemed Permitted Encumbrances) and proceed to Closing on such Closing Deferred Property. If Buyer does not elect to waive an existing Title Defect, Seller shall retain the Closing Deferred Property and the Parties shall have no further obligation with respect thereto. In the event that any such property is retained by Seller and revenue has regularly been paid with respect to such property, without complaint, for a period in excess of two (2) years, then Buyer agrees, except as required by law (i) not to take any action to interfere with such revenue stream, and (ii) to the extent that Buyer becomes payor of such revenue, to pay Seller such revenue upon receipt of an indemnity agreement from Seller. (c) The following provisions shall apply to an election by Seller under the second sentence of Section 8.3(a) to cure a Title Defect by indemnifying Buyer with regard to such Title Defect: (1) Seller’s indemnity shall be for an indefinite period of time. (2) Seller shall execute and deliver to Buyer a mutually agreeable form of indemnity agreement with respect to such Title Defect, which shall indemnify Buyer from and against any and all Claims arising from or related to such Title Defect, including, without limitationDefects, the portion of the Purchase Price paid by Buyer for the Assets affected thereby and all capital expenditures and other costs and expenses incurred by Buyer in connection with the ownership, operation and development of the Assets affected thereby. (3) Seller’s indemnity matter shall be freely transferable by Buyer to its successors and assigns of the Assets affected by such Title Defect, including without limitation, any lender to Buyer and any Buyer of such Assets, whether directly from Buyer or through any foreclosure proceeding; and (d) Except as provided in Article 9, in the event any adjustment resolved pursuant to the Purchase Price is made pursuant to alternative (ii) in the first sentence provisions of Section 8(a) due to a Title Defect raised by Buyer, the Parties shall proceed with Closing and Seller shall be under no obligation to correct such defect. Purchase and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLCArticle XIV hereof.

Title Defect Adjustment. (a) In the event any Title DefectDefect for the Assets, for which notice has been timely given as provided hereinabove, remains uncured as of Closing, BuyerSeller shall have the opportunity, in its sole discretionbut not the obligation, may elect to either (i) accept Seller’s agreement prior to closing to cure such Title Defect by October 31, 2012 until the Final Settlement Date (“Cure Period”) and by indemnifying Buyer against any Claims that may arise out of such Title Defect, subject or, alternatively, Seller may elect to the provisions of Section 8.3(d)below, with no reduction in the Purchase Price; or (ii) reduce the Purchase Price by an amount equal to the Defect Value as determined pursuant to Section 8.4, subject to the application of the five thousanddollars Thirty Thousand and No/100 Dollars ($5,000.0030,000.00) deductible or (iii) exclude the portion of the Asset impacted by the threshold for each such Title Defect from and the transactions contemplated herein (such that they are not Purchased Assets) and Defect Basket described in Section 7.4. Should Seller elect to reduce the Purchase Price by an amount equal to the Allocated Value of such portion of such Asset. Should Seller elect either alternative “(i)” (indemnity) or (ii) (price reduction) in this Section 8.3(a), those Assets affected by the Title Defect shall be transferred to Buyer at Closing. Purchase and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLCIn no event shall the Defect Value for any Title Defect ever exceed the Allocated Value of such Asset. (b) If Seller elects to attempt to cure a Title Defect for the Assets after Closing, Closing with respect to the portion of the Assets affected by such Title Defect will be deferred (the “Closing Deferred Property”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Purchase Price delivered to Seller at such initial Closing shall be reduced by the aggregate Allocated Value of the Assets for all Closing Deferred Properties. If Seller cures any Title Defect within the Cure Period, then the Closing with respect to the Closing Deferred Property for which such Title Defect has been cured will proceed and will be finalized within seven (7) days following the end of the Cure Period. If Seller fails to cure any Title Defect prior to the expiration of the Cure Period, Buyer shall have the right to elect by written notice to Seller, which notice shall be delivered within seven (7) days after receipt by Buyer of Notice notice from Seller of such failure to cure any such Title Defect, to waive all of the Title Defects applicable to any Closing Deferred Property (which waived Title Defects shall be deemed Permitted Encumbrances) and proceed to Closing on such Closing Deferred Property. If Buyer does not elect to waive an existing Title Defect, Seller shall retain the Closing Deferred Property Property, and the Parties shall have no further obligation with respect thereto. In the event that any thereto and such property is retained by Seller and revenue has regularly been paid with respect to such property, without complaint, for a period in excess of two (2) years, then Buyer agrees, except as required by law (i) shall not to take any action to interfere with such revenue stream, and (ii) be subject to the extent that Buyer becomes payor terms of such revenue, to pay Seller such revenue upon receipt of an indemnity agreement from Sellerthis Agreement. (c) The following provisions shall apply to an election by Seller under the second sentence of Section 8.3(a) to cure a Title Defect by indemnifying Buyer with regard to such Title Defect: (1) Seller’s indemnity shall be for an indefinite period of time. (2) Seller shall execute and deliver to Buyer a mutually agreeable form of indemnity agreement with respect to such Title Defect, which shall indemnify Buyer from and against any and all Claims arising from or related to such Title Defect, including, without limitation, the portion of the Purchase Price paid by Buyer for the Assets affected thereby and all capital expenditures and other costs and expenses incurred by Buyer in connection with the ownership, operation and development of the Assets affected thereby. (3) Seller’s indemnity shall be freely transferable by Buyer to its successors and assigns of the Assets affected by such Title Defect, including without limitation, any lender to Buyer and any Buyer of such Assets, whether directly from Buyer or through any foreclosure proceeding; and (d) Except as provided in Article 9, in In the event any adjustment to the Purchase Price is made pursuant to alternative (ii) in the first sentence of Section 8(a) due to a Title Defect raised by Buyer, the Parties shall proceed with Closing and Closing, Seller shall be under no obligation to correct such defect. Purchase Title Defect, and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLCsuch Title Defect shall become an Assumed Obligation of Buyer.

Title Defect Adjustment. (a) In the event any Title Defect, for which notice has been timely given as provided hereinabove, remains uncured as of Closing, Buyer, in its sole sold discretion, may elect to either (i) accept Seller’s 's agreement prior to closing to cure such Title Defect by October 31, 2012 (“Cure Period”) and by indemnifying Buyer against any Claims that may arise out of such Title Defect, subject to the provisions of Section 8.3(d)below8.3(c) below, with no reduction in the Purchase Price; or (ii) reduce the Purchase Price Stock Consideration by an amount equal to the Defect Value as determined pursuant to Section 8.4, subject to application of the five thousanddollars thousand dollars ($5,000.00) deductible with the number of shares of Common Stock being reduced based on the closing price of the Common Stock on the Closing Date or (iii) exclude the portion of the Asset impacted by the Title Defect from the transactions contemplated herein (such that they are not Purchased Assets) and reduce the Purchase Price Stock Consideration by an amount equal to the Allocated Value of such portion Asset with the number of such Assetshares of Common Stock being reduced based on the closing price of the Common Stock on the Closing Date. Should Seller elect either alternative “"(i)” " (indemnity) or (ii) (price reduction) in this Section 8.3(a), those Assets affected by the Title Defect shall be transferred to Buyer at Closing. Purchase and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLC. (b) If Seller elects to attempt to cure a Title Defect after Closing, Closing with respect to the portion of the Assets affected by such Title Defect will be deferred (the “Closing Deferred Property”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Purchase Price delivered to Seller at such initial Closing shall be reduced by the Allocated Value of the Assets for all Closing Deferred Properties. If Seller cures any Title Defect within the Cure Period, then the Closing with respect to the Closing Deferred Property for which such Title Defect has been cured will proceed and will be finalized within seven (7) days following the end of the Cure Period. If Seller fails to cure any Title Defect prior to the expiration of the Cure Period, Buyer shall have the right to elect by written notice to Seller, which notice shall be delivered within seven (7) days after receipt by Buyer of Notice from Seller of such failure to cure any such Title Defect, to waive all of the Title Defects applicable to any Closing Deferred Property (which waived Title Defects shall be deemed Permitted Encumbrances) and proceed to Closing on such Closing Deferred Property. If Buyer does not elect to waive an existing Title Defect, Seller shall retain the Closing Deferred Property and the Parties shall have no further obligation with respect thereto. In the event that any such property is retained by Seller and revenue has regularly been paid with respect to such property, without complaint, for a period in excess of two (2) years, then Buyer agrees, except as required by law (i) not to take any action to interfere with such revenue stream, and (ii) to the extent that Buyer becomes payor of such revenue, to pay Seller such revenue upon receipt of an indemnity agreement from Seller. (c) The following provisions shall apply to an election by Seller under the second sentence of Section 8.3(a) to cure a Title Defect by indemnifying Buyer with regard to such Title Defect: (1) Seller’s 's indemnity shall be for an indefinite period of time. (2) Seller shall execute and deliver to Buyer a mutually agreeable form of indemnity agreement with respect to such Title Defect, which shall indemnify Buyer from and against any and all Claims arising from or related to such Title Defect, including, without limitation, the portion of the Purchase Price paid by Buyer for the Assets affected thereby and all capital expenditures and other costs and expenses incurred by Buyer in connection with the ownership, operation and development of the Assets affected thereby. (3) Seller’s 's indemnity shall be freely transferable by Buyer to its successors and assigns of the Assets affected by such Title Defect, including without limitation, any lender to Buyer and any Buyer of such Assets, whether directly from Buyer or through any foreclosure proceeding; and (dc) Except as provided in Article 9, in the event any adjustment to the Purchase Price Stock Consideration is made pursuant to alternative (ii) in the first sentence of Section 8(a) due to a Title Defect raised by Buyer, the Parties shall proceed with Closing and Closing, Seller shall be under no obligation to correct such defect. Purchase , and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLCsuch defect shall become an Assumed Obligation of Buyer.