Common use of Title Deductibles Clause in Contracts

Title Deductibles. Notwithstanding anything to the contrary herein, but subject to the following sentence, (i) in no event shall there be any adjustments to the Final Cash Price or other remedies provided by EXCO (including Section 11.2(d)) or reductions in the Carried Cost Obligation for any individual Title Defect for a Warranty Well for which the Title Defect Amount does not exceed $25,000, or for any individual Title Defect for a Lease for which the Title Defect Amount does not exceed $10,000 (in either case, the applicable “Individual Title Defect Threshold”), (ii) in no event shall there be any adjustments to the Final Cash Price or other remedies provided by EXCO (for any Title Defect that exceeds the applicable Individual Title Defect Threshold) pursuant to Section 11.2(d)(i) unless (A) the sum of the Title Defect Amounts of all such Title Defects that exceed the applicable Individual Title Defect Threshold, in the aggregate, excluding any Title Defect Amounts attributable to Title Defects cured by EXCO, Title Defect Properties distributed to, and retained by, EXCO pursuant to Section 11.2(d)(ii) or Title Defect Properties for which EXCO indemnifies BG pursuant to Section 11.2(d)(iii) exceeds (B) the Title Deductible, after which point BG shall be entitled to such remedies only with respect to aggregate Title Defect Amounts in excess of such Title Deductible, and (iii) in no event shall there be any decreases in the Carried Cost Obligation unless there is an adjustment for the related Title Defect Amount, and then only in the same proportion as an adjustment is made for the related Title Defect Amount. BG shall be entitled to adjustments to the Final Cash Price, other remedies provided by EXCO (including Section 11.2(d)) and/or reductions in the Carried Cost Obligation for each Title Defect relating to Pineton Warranty Xxxxx and/or Pineton Leases without regard to whether the Title Defect Amount for such Title Defect satisfies the Individual Title Defect Threshold, and without regard to whether the Title Deductible has been satisfied. The Parties agree that if the same Title Defect affects more than one Lease, then the Title Defect Amounts for each Lease affected by such Title Defect shall be aggregated for the purposes of determining whether the applicable Individual Title Defect Threshold has been met with respect to such Title Defect. If the Parties elect to have any Title Defect Property distributed to, and retained by, EXCO pursuant to Section 11.2(d)(ii), then the Final Cash Price shall be reduced by the Allocated Value of the Subject Interest attributable to such Title Defect Property, the Carried Cost Obligation shall be reduced by the Allocated Carry of the Subject Interest attributable to such Title Defect Property and the Title Defect Amount relating to such Subject Interest will not be counted towards the Title Deductible.

Title Deductibles. Notwithstanding anything to the contrary herein, but subject to the following sentencecontrary, (i) in no event shall there be any adjustments to the Final Closing Cash Price Consideration or other remedies provided by EXCO Seller (including Section 11.2(d11.2(d)(ii)) or reductions in the Carried Cost Obligation for any individual Title Defect for a Warranty Well for which the Title Defect Amount does not exceed $25,000, or for any individual Title Defect for a Lease for which the Title Defect Amount does not exceed $10,000 75,000 (in either case, the applicable “Individual Title Defect Threshold”), (ii) in no event shall there be any adjustments to the Final Closing Cash Price Consideration or other remedies provided by EXCO Seller or reductions in the Carried Cost Obligation (for any Title Defect that exceeds the applicable Individual Title Defect Threshold) pursuant to Section 11.2(d)(iSections 11.2(d)(i)(A) and 11.2(d)(ii)(A) unless (A) the sum of the Title Defect Amounts of all such Title Defects that exceed the applicable Individual Title Defect Threshold, in the aggregate, excluding any Title Defect Amounts attributable to Title Defects cured by EXCOSeller, Title Defect Properties distributed to, and retained by, EXCO by Seller pursuant to Section 11.2(d)(ii11.2(d)(i)(B) or Title Defect Properties for which EXCO Seller indemnifies BG Buyer pursuant to Section 11.2(d)(iii) 11.2(d)(i)(C), exceeds (B) the Title Deductible, after which point BG Buyer shall be entitled to such remedies only with respect to aggregate Title Defect Amounts in excess of such Title Deductible, Deductible and (iii) in no event shall there be any decreases in the Carried Cost Obligation unless there is an adjustment for the related Title Defect Amount, and then only in the same proportion as an adjustment is made for the related Title Defect Amount. BG shall be entitled to adjustments to the Final Cash Price, other remedies provided by EXCO (including Section 11.2(d)) and/or reductions in the Carried Cost Obligation for each Title Defect relating to Pineton Warranty Xxxxx and/or Pineton Leases without regard to whether the Title Defect Amount for such Title Defect satisfies the Individual Title Defect Threshold, and without regard to whether the Title Deductible has been satisfied. The Parties agree that if the same Title Defect affects more than one Lease, then the Title Defect Amounts for each Lease affected by such Title Defect shall be aggregated for the purposes of determining whether the applicable Individual Title Defect Threshold has been met with respect to such Title Defect. If the Parties elect to have Seller retain any Title Defect Property distributed to, and retained by, EXCO pursuant to Section 11.2(d)(ii11.2(d)(i)(B), then the Final Closing Cash Price Consideration shall be reduced by the Allocated Value of the Subject Conveyed Interest attributable to such Title Defect Property, the Carried Cost Obligation shall be reduced by the Allocated Carry of the Subject Conveyed Interest attributable to such Title Defect Property Property, and the Title Defect Amount relating to such Subject Conveyed Interest will not be counted towards the Title Deductible.

Title Deductibles. Notwithstanding anything to the contrary herein, but subject to the following sentencecontained in this Agreement, (i) in no event shall there be any adjustments to the Final Cash Purchase Price or other remedies provided by EXCO (including Section 11.2(d)) or reductions in the Carried Cost Obligation Seller for any individual Title Defect for a Warranty Well for which the Title Defect Amount does not exceed thirty-five thousand dollars ($25,000, or for any individual Title Defect for a Lease for which the Title Defect Amount does not exceed $10,000 35,000) (in either case, the applicable “Individual Title Defect Threshold”), ; and (ii) in no event shall there be any adjustments to the Final Cash Purchase Price or other remedies provided by EXCO (Seller for any Title Defect that exceeds the applicable Individual Title Defect Threshold) pursuant to Section 11.2(d)(i) Threshold unless (A) the sum aggregate amount of the Title Defect Amounts of for all such Title Defects that exceed the applicable Individual Title Threshold (excluding any Title Defects cured by Seller and less an amount equal to the aggregate of all Title Benefit Amounts) plus the Environmental Defect ThresholdValue of all Environmental Defects, in the aggregate, excluding any Title Defect Amounts attributable to Title Defects cured by EXCO, Title Defect Properties distributed to, exceeds three and retained by, EXCO pursuant to Section 11.2(d)(iione half percent (3.5%) or Title Defect Properties for which EXCO indemnifies BG pursuant to Section 11.2(d)(iii) exceeds of the Initial Purchase Price (B) the Title “Aggregate Deductible”), after which point BG shall be entitled to such remedies only with respect to aggregate Title Defect Amounts in excess of such Title Deductible, and (iii) in no event shall there be any decreases in the Carried Cost Obligation unless there is an adjustment for the related Title Defect Amount, and then only in the same proportion as an adjustment is made for the related Title Defect Amount. BG Buyer shall be entitled to adjustments to the Final Cash Price, Purchase Price or other remedies provided by EXCO (including Section 11.2(d)) and/or reductions in the Carried Cost Obligation for each Title Defect relating to Pineton Warranty Xxxxx and/or Pineton Leases without regard to whether the Title Defect Amount for such Title Defect satisfies the Individual Title Defect Threshold, and without regard to whether the Title Deductible has been satisfied. The Parties agree that if the same Title Defect affects more than one Lease, then the Title Defect Amounts for each Lease affected by such Title Defect shall be aggregated for the purposes of determining whether the applicable Individual Title Defect Threshold has been met only with respect to such Title DefectDefects in excess of the Aggregate Deductible. If Notwithstanding the Parties elect foregoing, the Individual Title Threshold and the Aggregate Deductible shall not apply to have Title Defects arising from Seller's failure to obtain any third party consents to assign any of the Assets to Buyer, such that Buyer shall receive an adjustment to the Purchase Price equal to the full Title Defect Property distributed to, and retained by, EXCO pursuant to Section 11.2(d)(ii), then the Final Cash Price shall be reduced by the Allocated Value of the Subject Interest Amounts attributable to any such Title Defect Property, the Carried Cost Obligation shall be reduced by the Allocated Carry of the Subject Interest attributable to such Title Defect Property and the Title Defect Amount relating to such Subject Interest will not be counted towards the Title DeductibleDefects.

Title Deductibles. Notwithstanding anything to the contrary herein, but subject to the following sentencecontrary, (i) in no event shall there be any adjustments to the Final Cash Price Merger Consideration or other remedies provided by EXCO (including Section 11.2(d)) pursuant to this Agreement or reductions in the Carried Cost Obligation otherwise for any individual Title Defect for a Warranty Well for which the Title Defect Amount does not exceed $25,000, or for any individual Title Defect for a Lease for which the Title Defect Amount does not exceed $10,000 (in either case, the applicable “Individual Title Defect Threshold”), Threshold and (ii) in no event shall there be any adjustments to the Final Cash Price Merger Consideration or other remedies provided by EXCO (to Atlas for any Title Defect that for which the Title Defect Amount exceeds the applicable Individual Title Defect Threshold) pursuant to Section 11.2(d)(i) Threshold unless (A) the amount of the sum of (x) the Title Defect Amounts of all such Title Defects that exceed the applicable Individual Title Defect Threshold, in the aggregate, excluding any Title Defect Amounts to the extent attributable to Title Defects that are cured by EXCOTitan or Representative, Title Defect Properties distributed toas the case may be, and retained by(y) the Remediation Amounts of all Environmental Conditions, EXCO pursuant to Section 11.2(d)(ii) or Title Defect Properties in the aggregate, excluding any individual Environmental Condition for which EXCO indemnifies BG pursuant to Section 11.2(d)(iii) the Remediation Amount does not exceed the Individual Environmental Threshold and excluding any Environmental Conditions Remediated by Titan exceeds (B) the Title Aggregate Deductible, after which point BG shall be entitled to such remedies only with respect to aggregate Title Defect Amounts in excess of such Title Deductible, and (iii) in no event shall there be any decreases in the Carried Cost Obligation unless there is an adjustment for the related Title Defect Amount, and then only in the same proportion as an adjustment is made for the related Title Defect Amount. BG Atlas shall be entitled to adjustments to the Final Cash Price, other remedies Merger Consideration only with respect to such Title Defects in excess of the Aggregate Deductible; provided by EXCO (including Section 11.2(d)) and/or reductions in that the Carried Cost Obligation for each Title Defect relating to Pineton Warranty Xxxxx and/or Pineton Leases without regard to whether the entire Title Defect Amount for such of Title Defect satisfies Defects meeting the description in clause (x) above and not just the portion in excess of the Individual Title Defect Threshold, and without regard to Threshold shall be counted toward determining whether the Title Aggregate Deductible has been satisfiedmet. The Parties agree that that, subject to Section 8.2(e)(v), if the same Title Defect affects more than one LeaseWell or Undrilled Location, then the Title Defect Amounts for each Lease Well or Undrilled Location affected by such Title Defect shall be aggregated for the purposes of determining whether the applicable Individual Title Defect Threshold has been met with respect to such Title Defect. If the Parties elect to have any Title Defect Property distributed to, and retained by, EXCO pursuant to Section 11.2(d)(ii), then the Final Cash Price shall be reduced by the Allocated Value of the Subject Interest attributable to such Title Defect Property, the Carried Cost Obligation shall be reduced by the Allocated Carry of the Subject Interest attributable to such Title Defect Property and the Title Defect Amount relating to such Subject Interest will not be counted towards the Title Deductible.

Title Deductibles. Notwithstanding anything to the contrary hereincontrary, but subject to the following sentence, (i) in no event shall there be any adjustments to the Final Cash Purchase Price or other remedies provided by EXCO Seller for (including Section 11.2(d)i) or reductions in the Carried Cost Obligation for any individual Title Defect for a Warranty Well for which the Title Defect Amount does not exceed $25,000, or for any individual Title Defect for a Lease for which 25,000 (the Title Defect Amount does not exceed $10,000 (in either case, the applicable “Individual Title Defect Threshold”), ; and (ii) in no event shall there be any adjustments to the Final Cash Purchase Price or other remedies provided by EXCO (Seller for any Title Defect that for which the Title Defect Amount exceeds the applicable Individual Title Defect Threshold) pursuant to Section 11.2(d)(i) Threshold unless (A) the amount of the sum of the Title Defect Amounts of all such Title Defects that exceed the applicable Individual Title Defect Threshold, in the aggregate, excluding any Title Defect Amounts attributable to Title Defects cured by EXCOSeller, after offsetting all Title Defect Properties distributed toBenefits which individually exceed the Individual Benefit Amount, and retained by, EXCO pursuant to Section 11.2(d)(ii) or Title Defect Properties for which EXCO indemnifies BG pursuant to Section 11.2(d)(iii) exceeds (B) the Title Defect Deductible, after which point BG shall be entitled to such remedies only with respect to aggregate Title Defect Amounts in excess of such Title Deductible, and (iii) in no event shall there be any decreases in the Carried Cost Obligation unless there is an adjustment for the related Title Defect Amount, and then only in the same proportion as an adjustment is made for the related Title Defect Amount. BG Buyer shall be entitled to adjustments to the Final Cash Price, Purchase Price or other remedies provided by EXCO (including Section 11.2(d)) and/or reductions in the Carried Cost Obligation for each Title Defect relating to Pineton Warranty Xxxxx and/or Pineton Leases without regard to whether the Title Defect Amount for such Title Defect satisfies the Individual Title Defect Threshold, and without regard to whether the Title Deductible has been satisfied. The Parties agree that if the same Title Defect affects more than one Lease, then the Title Defect Amounts for each Lease affected by such Title Defect shall be aggregated for the purposes of determining whether the applicable Individual Title Defect Threshold has been met only with respect to such Title DefectDefects in excess of such Title Defect Deductible; provided that the entire Title Defect Amount of Title Defects meeting the description in subclause (A) above and not just the portion in excess of the Individual Title Defect Threshold shall be counted toward determining whether the Title Defect Deductible has been met. If the Parties elect to have Seller retains any Title Defect Property distributed to, and retained by, EXCO pursuant to the last sentence of Section 11.2(d)(ii10.2(b), then the Final Cash Purchase Price shall be reduced by the Allocated Value of the Subject Interest attributable to such Title Defect Property, the Carried Cost Obligation shall be reduced by the Allocated Carry of the Subject Interest attributable to such Title Defect Property and the Title Defect Amount relating to such Subject Interest Title Defect Property will not be counted towards the Title Defect Deductible; provided, however, that the Title Defect Deductible will be recalculated based on the Purchase Price after it is reduced by the Allocated Value of such Title Defect Property.

Title Deductibles. Notwithstanding anything to the contrary hereincontrary, but subject to the following sentence, (i) in no event shall there be any adjustments to the Final Cash Purchase Price or other remedies provided by EXCO Seller for (including Section 11.2(d)i) or reductions in the Carried Cost Obligation for any individual Title Defect for a Warranty Well for which the Title Defect Amount does not exceed $25,000, or for any individual Title Defect for a Lease for which 30,000 (the Title Defect Amount does not exceed $10,000 (in either case, the applicable “Individual Title Defect Threshold”), ; and (ii) in no event shall there be any adjustments to the Final Cash Purchase Price or other remedies provided by EXCO (Seller for any Title Defect that for which the Title Defect Amount exceeds the applicable Individual Title Defect Threshold) pursuant to Section 11.2(d)(i) Threshold unless (A) the amount of the sum of (x) the Title Defect Amounts of all such Title Defects that exceed the applicable Individual Title Defect Threshold, in the aggregate, excluding any Title Defect Amounts attributable to Title Defects cured by EXCO, Title Defect Properties distributed toSeller, and retained by(y) the Remediation Amounts of all Environmental Conditions, EXCO pursuant to Section 11.2(d)(ii) or Title Defect Properties in the aggregate, excluding any individual Environmental Condition for which EXCO indemnifies BG pursuant to Section 11.2(d)(iii) the Remediation Amount does not exceed the Individual Environmental Threshold and excluding any Environmental Conditions Remediated by Seller, exceeds (B) the Title Aggregate Deductible, after which point BG shall be entitled to such remedies only with respect to aggregate Title Defect Amounts in excess of such Title Deductible, and (iii) in no event shall there be any decreases in the Carried Cost Obligation unless there is an adjustment for the related Title Defect Amount, and then only in the same proportion as an adjustment is made for the related Title Defect Amount. BG Buyer shall be entitled to adjustments to the Final Cash Price, Purchase Price or other remedies only with respect to such Title Defects in excess of such Aggregate Deductible; provided by EXCO (including Section 11.2(d)) and/or reductions in that the Carried Cost Obligation for each entire Title Defect relating Amount of Title Defects meeting the description in clause (x) above and not just the portion in excess of the Individual Title Defect Threshold shall be counted toward determining whether the Aggregate Deductible has been met. If Seller retains any Title Defect Property pursuant to Pineton Warranty Xxxxx and/or Pineton Leases without regard to whether Section 10.2(c)(iii), the Purchase Price shall be reduced by the Allocated Value of such Title Defect Property and the Title Defect Amount for relating to such Title Defect satisfies Property will be counted towards the Individual Title Defect Threshold, and without regard to whether the Title Deductible has been satisfiedAggregate Deductible. The Parties agree that that, subject to Section 10.2(e) (v), if the same Title Defect affects more than one LeaseWell, Fee Interest or Undrilled Location, then the Title Defect Amounts for each Lease Well, Fee Interest or Undrilled Location affected by such Title Defect shall be aggregated for the purposes of determining whether the applicable Individual Title Defect Threshold has been met with respect to such Title Defect. If the Parties elect to have any Title Defect Property distributed to, and retained by, EXCO pursuant to Section 11.2(d)(ii), then the Final Cash Price shall be reduced by the Allocated Value of the Subject Interest attributable to such Title Defect Property, the Carried Cost Obligation shall be reduced by the Allocated Carry of the Subject Interest attributable to such Title Defect Property and the Title Defect Amount relating to such Subject Interest will not be counted towards the Title Deductible.

Title Deductibles. Notwithstanding Except as set forth in the Article 12.2, notwithstanding anything else to the contrary herein, but subject to the following sentencecontrary, (i) in no event shall there be any adjustments to the Final Cash Purchase Price or other remedies provided by EXCO (including Section 11.2(d)) or reductions in the Carried Cost Obligation Seller for any individual Title Defect for a Warranty Well for which the Title Defect Amount does not exceed One Hundred Thousand Dollars ($25,000, or for any individual Title Defect for a Lease for which the Title Defect Amount does not exceed $10,000 100,000.00) (in either case, the applicable “Individual Title Defect Threshold”), ; and (ii) in no event shall there be any adjustments to the Final Cash Purchase Price or other remedies provided by EXCO (Seller for any Title Defect that exceeds the applicable Individual Title Defect Threshold) pursuant to Section 11.2(d)(i) Threshold unless (A) the sum of (1) the Title Defect Amounts of all such Title Defects that exceed the applicable Individual Title Defect Threshold, in the aggregate, excluding any Title Defect Amounts attributable to Title Defects cured by EXCOSeller, Title plus (2) the Remediation Amounts of all Environmental Defects, in the aggregate, excluding any individual Environmental Defect Properties distributed to, and retained by, EXCO pursuant to Section 11.2(d)(ii) or Title Defect Properties for which EXCO indemnifies BG pursuant to Section 11.2(d)(iii) exceeds the Remediation Amount does not exceed the Individual Environmental Threshold and any Environmental Defects cured by Seller, (B) exceeds the Title Aggregate Deductible, after which point BG shall be entitled to such remedies only with respect to aggregate Title Defect Amounts in excess of such Title Deductible, and (iii) in no event shall there be any decreases in the Carried Cost Obligation unless there is an adjustment for the related Title Defect Amount, and then only in the same proportion as an adjustment is made for the related Title Defect Amount. BG Buyer shall be entitled to adjustments to the Final Cash Price, Purchase Price or other remedies provided by EXCO (including Section 11.2(d)) and/or reductions in the Carried Cost Obligation for each Title Defect relating to Pineton Warranty Xxxxx and/or Pineton Leases without regard to whether the Title Defect Amount for such Title Defect satisfies the Individual Title Defect Threshold, and without regard to whether the Title Deductible has been satisfied. The Parties agree that if the same Title Defect affects more than one Lease, then the Title Defect Amounts for each Lease affected by such Title Defect shall be aggregated for the purposes of determining whether the applicable Individual Title Defect Threshold has been met only with respect to such Title DefectDefects in excess of such Aggregate Deductible. If Any Encumbrance on any Asset arising by, through or under Seller excluding, however, Encumbrances pertaining to joint operating agreements or similar contracts, shall be satisfied and released on or before the Parties elect Closing Date without the necessity of Buyer presenting a Title Defect Notice with respect to have same and without the application of any Title Defect Property distributed to, Threshold or Aggregate Deductible and retained by, EXCO pursuant without regard to Section 11.2(d)(ii), then the Final Cash Price shall be reduced by the Allocated Value of the Subject Interest attributable to such Title Defect Property, the Carried Cost Obligation shall be reduced by the Allocated Carry of the Subject Interest attributable to such Title Defect Property and the Title Defect Amount relating to such Subject Interest will not be counted towards the Title Deductibleany affected Asset.

Title Deductibles. Notwithstanding anything to the contrary hereincontrary, but subject to the following sentence, (i) in no event shall there be any adjustments to the Final Cash Purchase Price or other remedies provided by EXCO Seller for (including Section 11.2(d)i) or reductions in the Carried Cost Obligation for any individual Title Defect for a Warranty Well for which the Title Defect Amount does not exceed $25,000, or for any individual Title Defect for a Lease for which 30,000 (the Title Defect Amount does not exceed $10,000 (in either case, the applicable “Individual Title Defect Threshold”), ; and (ii) in no event shall there be any adjustments to the Final Cash Purchase Price or other remedies provided by EXCO (Seller for any Title Defect that for which the Title Defect Amount exceeds the applicable Individual Title Defect Threshold) pursuant to Section 11.2(d)(i) Threshold unless (A) the amount of the sum of (x) the Title Defect Amounts of all such Title Defects that exceed the applicable Individual Title Defect Threshold, in the aggregate, excluding any Title Defect Amounts attributable to Title Defects cured by EXCO, Title Defect Properties distributed toSeller, and retained by(y) the Remediation Amounts of all Environmental Conditions, EXCO pursuant to Section 11.2(d)(ii) or Title Defect Properties in the aggregate, excluding any individual Environmental Condition for which EXCO indemnifies BG pursuant to Section 11.2(d)(iii) the Remediation Amount does not exceed the Individual Environmental Threshold and excluding any Environmental Conditions Remediated by Seller, exceeds (B) the Title Aggregate Deductible, after which point BG shall be entitled to such remedies only with respect to aggregate Title Defect Amounts in excess of such Title Deductible, and (iii) in no event shall there be any decreases in the Carried Cost Obligation unless there is an adjustment for the related Title Defect Amount, and then only in the same proportion as an adjustment is made for the related Title Defect Amount. BG Buyer shall be entitled to adjustments to the Final Cash Price, Purchase Price or other remedies only with respect to such Title Defects in excess of such Aggregate Deductible; provided by EXCO (including Section 11.2(d)) and/or reductions in that the Carried Cost Obligation for each entire Title Defect relating Amount of Title Defects meeting the description in clause (x) above and not just the portion in excess of the Individual Title Defect Threshold shall be counted toward determining whether the Aggregate Deductible has been met. If Seller retains any Title Defect Property pursuant to Pineton Warranty Xxxxx and/or Pineton Leases without regard to whether Section 10.2(c)(iii), the Purchase Price shall be reduced by the Allocated Value of such Title Defect Property and the Title Defect Amount for relating to such Title Defect satisfies Property will be counted towards the Individual Title Defect Threshold, and without regard to whether the Title Deductible has been satisfiedAggregate Deductible. The Parties agree that that, subject to Section 10.2(e)(v), if the same Title Defect affects more than one LeaseWell, Fee Interest or Undrilled Location, then the Title Defect Amounts for each Lease Well, Fee Interest or Undrilled Location affected by such Title Defect shall be aggregated for the purposes of determining whether the applicable Individual Title Defect Threshold has been met with respect to such Title Defect. If the Parties elect to have any Title Defect Property distributed to, and retained by, EXCO pursuant to Section 11.2(d)(ii), then the Final Cash Price shall be reduced by the Allocated Value of the Subject Interest attributable to such Title Defect Property, the Carried Cost Obligation shall be reduced by the Allocated Carry of the Subject Interest attributable to such Title Defect Property and the Title Defect Amount relating to such Subject Interest will not be counted towards the Title Deductible.