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Upon receipt of notice,and determination by LES <br /> that the individual Sponsor has a valid daim for indemnification,LES shall have <br /> the right to retain counsel to defend,negotiate, adjust, and/or settle a claim <br /> against Sponsor and LES will pay reasonable attorney's fees and other litigation <br /> expenses. LES has no obligation to indemnify the Sponsor when the Sponsor <br /> does not provide timely notice of a daim allowing LES the timely opportunity to <br /> defend,negotiate,adjust, and/or settle the claim. <br /> 23. Governing Law. The Sponsor and LES agree that the validity and <br /> construction of this Agreement shall be governed by the laws of North Carolina, <br /> except where preempted by federal law. All litigation arising out of this <br /> Agreement shall be commenced in Durham,Wake,Orange or Chatham <br /> Counties,North Carolina. <br /> 24. Separability. If any section, subsection,sentence or clause of this Agreement <br /> shall be adjudged illegal,invalid or unenforceable such illegality, invalidity, or <br /> unenforceability shall not affect the legality,validity or enforceability of the <br /> Agreement as a whole or of any section, subsection, sentence or clause hereof not <br /> so adjudged. <br /> IN WITNESS WHEREOF,the parties hereto,being duly <br /> authorized,have executed this Agreement as of the date first written above. <br /> LAIDLAW ENVIRONMENTAL SERVICES (TS),INC. <br /> BY I .,;.1����:�r Attest <br /> PRESIDENT , S C TARY <br /> (SEAL) <br /> ACKNOWLEDGMENT BY CORPORATION <br /> State of South Carolina County of EY i <br /> t f4 ,a notary pubic for the aforesaid county and state, <br /> certify that µ I - personally appeared before me this day and <br /> 16 <br />