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unwilling or unable to cure. In the event that Seller has indicated its unwillingness or inability to cure a Title Objection or, in the alternative, if Seller does not give such a notice of its inability or unwillingness to cure such a defect and all Title Objections are not cured by the Closing Date, Buyer's exclusive rights under this Agreement shall be either: (i) to waive any such uncured Title Objections, close without reduction in the Purchase Price and accept such title as Seller is able to convey, and by such waiver and acceptance Buyer shall be deemed to have waived any and all claims and/or causes of action against Seller for damages or any other remedies for any and all defects in and/or exceptions to the title to the Property; or (ii) to terminate this Agreement by notifying Seller and the Title Company in writing, in which event Seller and Buyer shall have no further rights or obligations hereunder. Article 4- Seller's Representations; Inspection 4.1 Representations and Warranties bv Seller. Seller hereby represents and warrants to Buyer that on the Effective Date and on the Closing Date: 4.1.1 No Tenants. There are no tenants of the Properly, or any portion thereof, and no other parties in possession of any portion of the Property claiming under Seller. 4.1.2 No Pending Condemnation. There are no pending eminent domain proceedings or special assessments of any nature with respect to the Property or any part thereof. Seller has not received any notices of any eminent domain proceedings or special assessments being contemplated with respect to the Property or any part thereof, and Seller does not have any knowledge of any such actions being contemplated. 4.13 Seller Authority. Seller has full power, authority and legal right to execute and deliver this Agreement and to perform and observe the covenants and agreements contained herein. 4.1.4 No Special Use Exemptions. No part of the Property has been assessed f or r eal e state taxes dur ing t he p receding five ( 5) years using a ppraisal p rocedures established for either (i) lands designated for "agricultural use" value with the meaning of TEX. CONST. art. VIII, §1-d to value the Land, or any part thereof, or (ii) "open-space land" devoted to timber production on the basis of its productive capacity or "open-space land" devoted to agricultural use within the meaning of TEX. CONST. art. VIII, §1-d-1 and TEX. TAX CODE §§23.51-23.56 and 23.71-23.78 to value the land, or any part thereo£ In the event that real estate taxes have been assessed based on either (i) or (ii), Seller shall pay any and all subsequent assessments therefor. 4.1.5 Development Commitments. There are no commitments by Seller to any governmental authority, utility company, or other organization, group or individual relating to the Property which could impose an obligation upon Buyer or its successors or assigns to make any contributions or dedications of money or land or to construct, install or maintain any improvements of a public or private naiure on or off of the Property. 4.1.6 No Pending Liti ag tion. Seller has no knowledge of any pending or threatened litigation or administrative proceedings that could adversely affect title to the Property or any part thereof, or the ability of Seller to perform any of its obligations hereunder. GAD0CS\ZWA\S&J1Paris\Purchase Contract-1doc -3- W - -184