OBLIGATIONS
HEREUNDER MAY BE ASSIGNED BY ANY OF THE PARTIES HERETO WITHOUT THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY.
ANY PURPORTED ASSIGNMENT OR DELEGATION IN VIOLATION
OF THIS AGREEMENT SHALL BE NULL AND VOID AB INITIO.
8.6
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE
OTHER TRANSACTION DOCUMENTS (INCLUDING THE EXHIBITS HERETO AND THERETO) EMBODIES
THE ENTIRE AGREEMENT AND UNDERSTANDING OF
14
THE PARTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY AND MERGES IN,
SUPERSEDES AND CANCELS ALL PRIOR WRITTEN OR ORAL COMMITMENTS, ARRANGEMENTS OR
UNDERSTANDINGS WITH RESPECT THERETO, INCLUDING THE SUMMARY OF TERMS, DATED
JANUARY 9, 2007, AND ANY PRIOR DRAFTS THEREOF, BETWEEN BUYER AND SELLER.
THERE
ARE NO RESTRICTIONS, AGREEMENTS, PROMISES, WARRANTIES, COVENANTS OR UNDERTAKINGS
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN THOSE EXPRESSLY
SET FORTH IN THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
8.7
MODIFICATIONS, AMENDMENTS AND WAIVERS.
THIS
AGREEMENT MAY NOT BE MODIFIED OR AMENDED EXCEPT BY AN INSTRUMENT OR INSTRUMENTS
IN WRITING SIGNED BY EACH PARTY HERETO.
ANY PARTY HERETO MAY, ONLY BY AN
INSTRUMENT IN WRITING, WAIVE COMPLIANCE BY ANY OTHER PARTY HERETO WITH ANY TERM
OR PROVISION HEREOF ON THE PART OF SUCH OTHER PARTY HERETO TO BE PERFORMED OR
COMPLIED WITH.
NO FAILURE OR DELAY OF ANY PARTY IN EXERCISING ANY RIGHT OR
REMEDY HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR WILL ANY SINGLE OR
PARTIAL EXERCISE OF ANY RIGHT OR POWER, OR ANY ABANDONMENT OR DISCONTINUANCE OF
STEPS TO ENFORCE SUCH RIGHT OR POWER, PRECLUDE ANY OTHER OR FURTHER EXERCISE
THEREOF OR THE EXERCISE OF ANY OTHER RIGHT OR POWER.
THE WAIVER BY ANY PARTY
HERETO OF A BREACH OF ANY TERM OR PROVISION HEREOF SHALL NOT BE CONSTRUED AS A
WAIVER OF ANY SUBSEQUENT BREACH.
THE RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT
THEY WOULD OTHERWISE HAVE HEREUNDER.
SELLER HEREBY AGREES THAT IT SHALL NOT
AGREE TO MODIFY, AMEND OR WAIVE ANY PROVISION OF THE SPRA IN A MANNER THAT
MATERIALLY AND ADVERSELY AFFECTS THE ECONOMIC INTERESTS OF BUYER WITHOUT BUYER'S
CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
8.8
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE AND
THE SAME AGREEMENT AND EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND WILL
BECOME EFFECTIVE WHEN ONE OR MORE COUNTERPARTS HAVE BEEN SIGNED BY A PARTY AND
DELIVERED TO THE OTHER PARTY.
COPIES OF EXECUTED COUNTERPARTS TRANSMITTED BY
TELECOPY, TELEFAX OR OTHER ELECTRONIC TRANSMISSION SERVICE SHALL BE CONSIDERED
ORIGINAL EXECUTED COUNTERPARTS FOR PURPOSES OF THIS SECTION 8.8, PROVIDED THAT
RECEIPT OF COPIES OF SUCH COUNTERPARTS IS CONFIRMED.
8.9
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF MINNESOTA THAT APPLY TO CONTRACTS MADE AND
PERFORMED ENTIRELY IN SUCH STATE.
8.10
SEVERABILITY.
TO THE FULLEST EXTENT THAT THEY
MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, THE PARTIES HERETO HEREBY WAIVE ANY
PROVISION OF LAW WHICH RENDERS ANY PROVISION OF THIS