Seller’s Agreement with Defect Notice and Seller’s Election Not to Cure. If Seller gives counter notice that it agrees with the Title Defect and Title Defect Value asserted in the Title Defect Notice but that it will not attempt to correct the affected Title Defect, the affected Asset shall be included in the Closing and the Purchase Price shall be reduced by an amount equal to the Title Defect Value (the "Title Defect Adjustment"). However, if the Title Defect Value exceeds fifty percent (50%) of the Allocated Value of the affected Asset, Seller shall have the option to exclude such affected Asset from the Transaction (which Asset shall thereupon be deemed a Retained Asset of the Seller) in which case the Purchase Price will be reduced by an amount equal to the Allocated Value of the Retained Asset, and Buyer shall be deemed to have released and waived any claim to the Retained Asset.
