急！、急、！，求高分英语翻译。

22.1--No termination of this Agreement shall extinguish, modify or otherwise effect any change in the rights or obligations of either party hereto relating to transactions occurring prior to the effective date of such termination. In particular, and without limitation, the terms and provisions of the Paragraphs entitled Warranty, Competitive Offer, Confidentiality, Intellectual Property, Indemnification and Insurance, Termination, Assignment, Entire Agreement, Governing Law and Jurisdiction and Attorney Fees shall survive the expiration or termination of this Agreement.22.2 ---Upon expiration or termination of this Agreement, Vendor shall cease the further use of all Product labels or Product packaging with Buyer Intellectual Property, all Buyer Intellectual Property or anything confusingly similar thereto. Vendor shall return all Product labels and Product packaging with Buyer Intellectual Property and all copies thereof to Buyer.23. Assignment – This Agreement may not be assigned or transferred by either party without the prior written consent of the other party. However, Buyer may assign this Agreement without Vendor’s consent to a successor by merger, a purchaser of substantially all of the assigning party’s stock or assets, or a subsidiary or affiliate.Notices – All notices required by this Agreement shall be in writing and be sent by one party to the other by hand delivery, certified or registered mail, return receipt requested, overnight courier service, receipt requested, addressed as set out in Exhibit B or to any such other address or person as may be specified from time to time hereafter by notice to other as herein provided. All notices shall be effective upon receipt or upon refusal to accept delivery.25. Entire Agreement; Waivers, etc – This Agreement, the websites referenced herein and the Exhibits attached hereto and incorporated herein by reference taken together constitute the entire understanding of the parties and supersedes all prior agreements, if any, whether written or oral, concerning the subject matter hereof. In the event of a conflict between the terms and provisions of this Agreement and the terms and provisions of an Exhibit or the terms set out in a referenced website, the terms and provisions of this Agreement shall control. This Agreement may not be changed, modified, or amended except by a written agreement executed by the parties hereto. No waiver of any term, condition or obligation of this Agreement shall be valid unless in writing and signed by the waiving party. The failure by either party to exercise any right, power, remedy, or privilege contained herein or now, or hereafter, existing under controlling law, shall not be construed to be a waiver of such rights, power, remedy or privilege or to preclude further exercise thereof. The definition of “Buyer” under this Agreement does not include Buyer’s subsidiary, Auto part International.

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