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unwilling or unable to cure. In the event that Seller has indicated its unwillingness or inability to <br />cure a Title Objection or, in the alternative, if Seller does not give such a notice of its inability or <br />unwillingness to cure such a defect and all Title Objections are not cured by the Closing Date, <br />Buyer's exclusive rights under this Agreement shall be either: <br />(1) to waive any such uncured Title Objections, close without <br />reduction in the Purchase Price and accept such title as Seller is able to convey, and by such <br />waiver and acceptance Buyer shall be deemed to have waived any and all claims and/or causes of <br />action against Seller for damages or any other remedies for any and all defects in and/or <br />exceptions to the title to the Property; or <br />(ii) to terminate this Agreement by notifying Seller and the Title <br />Company in writing, in which event Seller and Buyer shall have no further rights or obligations <br />hereunder. <br />Article 4 — Seller's Representations; Inspection <br />4.1 Representations and Warranties by Seller. Seller hereby represents and <br />warrants to Buyer that on the Effective Date and on the Closing Date: <br />4. 1.1 No Tenants. There are no tenants of the Property, or any portion <br />thereof, and no other parties in possession of any portion of the Property claiming under Seller. <br />4.1.2 No Pending Condemnation. There are no pending eminent domain <br />proceedings or special assessments of any nature with respect to the Property or any part thereof. <br />Seller has not received any notices of any eminent domain proceedings or special assessments <br />being contemplated with respect to the Property or any part thereof, and Seller does not have any <br />knowledge of any such actions being contemplated. <br />4.1.3 Seller Authority. Seller has full power, authority and legal right to <br />execute and deliver this Agreement and to perform and observe the covenants and agreements <br />contained herein. <br />4.1.4 No Special Use Exemptions. No part of the Property has been <br />assessed f or r eal e state taxes dur ing t he p receding five ( 5) years using a ppraisal p rocedures <br />established for either (i) lands designated for "agricultural use" value with the meaning of TEX. <br />CONST. art. VIII, § 1 -d to value the Land, or any part thereof, or (ii) "open -space land" devoted <br />to timber production on the basis of its productive capacity or "open -space land" devoted to <br />agricultural use within the meaning of TEX. CONST. art. VIII, §1 -d -1 and TEX. TAX CODE <br />§ §23.51 -23.56 and 23.71 -23.78 to value the land, or any part thereof. In the event that real estate <br />taxes have been assessed based on either (i) or (ii), Seller shall pay any and all subsequent <br />assessments therefor. <br />4.1.5 Development Commitments. There are no commitments by Seller <br />to any governmental authority, utility company, or other organization, group or individual <br />relating to the Property which could impose an obligation upon Buyer or its successors or assigns <br />to make any contributions or dedications of money or land or to construct, install or maintain any <br />improvements of a public or private nature on or off of the Property. <br />4.1.6 No Pending Litigation. Seller has no knowledge of any pending or <br />threatened litigation or administrative proceedings that could adversely affect title to the Property <br />or any part thereof, or the ability of Seller to perform any of its obligations hereunder. <br />G:\DOCS\ZWA \S &7\Paris \Purchase Contract -1doc <br />-3- <br />