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26 <br />~- <br />Upon receipt of notice, and determination by LES <br />that the individual Sponsor has a valid claim for inderiuufication, 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 claim allowing LES the timely opportunity to <br />defend, negotiate, adjust, and/or settle the claim. <br />23. Governin 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 D1~rham, Wales, Orange or Chum <br />Counties, North Carolina. <br />24. Separate 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 />IIJ WTTNESS WHEREOF, the parries hereto, being duly <br />authorized, have executed this Agreement as of the date first written above. <br />LAIDLAW ENVIRONMENTAL SERVICES (TS),1NC. <br />BY Attest <br />PRESIDENT SECRE ARY <br />(SEAL) <br />ACKNOWLEDGMENT BY CORI'ORATYON <br />State of South Carolina County of - G <br />AA~~ <br />I, _, ,_, r,c~.t[t~,~_ a notary pubic for the aforesaid county and state, <br />certify that r ~ (v/persanally appeared before me this day and <br />