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10.4 10.5 dispute resolution process set forth in this section, it shall do so by delivering a dispute notice to the other Party. Within ten (10) days after the delivery of a dispute notice, the Parties shall meet for the purpose of negotiating a resolution of the dispute. The Parties will use their best efforts to informally resolve the dispute within forty-five (45) days after the date of the written notice. If the dispute has not been resolved to either Party's satisfaction during this time period, the requirement for informal negotiations shall be satisfied. The Parties may, by mutual agreement, extend the Resolution Period. (b) Following the expiration of the Resolution Period, any unresolved controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Representations and Warranties of Parties. (a) The Parties represent and warrant to each other that upon execution of this Agreement: (A) each Party is duly organized and existing and in good standing under the laws of the state of their creation; (B) the Parties have the power and authority to enter into this Agreement and to carry out their respective obligations hereunder; (C) the Parties have taken all legal actions necessary to authorize them to enter into and perform their respective obligations hereunder; (D) entering into and performing this Agreement does not violate any statute, rule, regulation, order, writ, injunction, or decree of any court, administrative agency, or governmental body or violate any agreement by which a Party is bound; (E) this Agreement has been duly entered into by the Party and constitutes a legal, valid, and binding obligation of the Party; (F) there is no litigation or proceeding pending or threatened against a Party which could materially or adversely affect the performance of this Agreement; and (G) the Parties shall obtain all Permits and approvals as may be required to authorize their respective performance of the obligations of this Agreement prior to the COD. Except as expressly provided herein, the Parties make no representations or warranties and waive no rights or remedies. (b) This Agreement, which has been duly authorized, executed and delivered by the respective Parties, constitutes a legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally, or by general equitable principles concerning remedies. Assignment. This Agreement shall not be assigned by either Party without the prior express written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, except that Company may assign this Agreement for the benefit of Financiers or in connection with the sale of substantially all of the Company's equity or assets to a third party that directly or indirectly assumes the Company's obligations hereunder. Page 21 of 32