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transportation; strikes (other than any strike resulting from acts of JPacific); lockouts; action of labor unions; condemnation laws; requisition or order of government or civil or military or naval authorities; or any other similar cause to those stated above, not within JPacific's reasonable control. Notwithstanding anything to the contrary contained herein, in no event hall financial inability constitute Permitted Delay. 5. Right of Possession 5.1 Right of Possession. The Parties agree to deliver to each other quiet and peaceful physical and legal possession of the respective Properties, free of all personal property, effective as of the Close of Escrow. 6. As -Is Condition 6.1 As -Is Condition. Parties shall rely solely and exclusively upon the results of their own Due Diligence Investigations of the subject Properties with regard to any physical condition or state of the Properties. By completing the exchange of the Properties, Parties evidence their unconditional acceptance of the condition of each respective Property. Parties acknowledge and agree that each is acquiring its respective Property on an "AS -IS," "WHERE -IS" basis. Parties are not offering to acquire the respective Property based on any representation by the other Party, or a third party, except those expressly set forth in this Agreement. Parties hereby acknowledge that the exchange of the Properties is without warranties of any kind from the other Party, expressed or implied, except as expressly set forth in this Agreement, as to the condition of the subject Property or its improvements, if any, including, without implied limitation, soils, access to the subject Property or to utilities, appliances, structure utility systems, roof, foundation, landscaping or any other component of the subject Property. Parties do not warrant that either Property conforms with any ordinances, including, without implied limitation, zoning or building ordinances. 7. Acknowledgement of Full Benefits and Settlement of Eminent Domain Action 7.1 Full Benefits. By execution of this Agreement, the Parties hereby acknowledge that this Agreement provides full payment for the acquisition of the subject Properties, and each Party hereby expressly and unconditionally waives any claim for damages, interest, loss of goodwill, severance damages, or any other compensation or benefits other than as already expressly provided for in this Agreement, it being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the subject Properties. 7.2 Settlement of Eminent Domain Action. The Parties hereby acknowledge that performance of this Agreement constitutes full settlement of the eminent domain action entitled City of Santa Ana v. JPacific International as Trustee of 215 Warner SA Land Trust, dated July 7, 2014, et al., Orange County Superior Court Case No. 30-2021-01183801-CU-EI-CXC. 8. Remedies Page 7 of 13