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29) Wrongful termination means termination of an employment relationship in a manner which is against the law and wrongful or in breach of an implied agreement to continue employment. SECTION III - DEFENSE AND SETTLEMENT The Authority shall have no duty to assume charge of investigation or defense of any claim. However, the Authority, at its own expense, shall have the right to assume the control of the negotiation, investigation, defense, appeal orsettlement of any claim which the Authority determines, in its sole discretion, to have a reasonable possibility of resulting in an ultimate net loss in excess of the applicable retained limit. The covered party shall fully cooperate in all matters pertaining to such claim or proceeding. If the Authority assumes the control of the handling of a claim, the covered parties shall be obligated to pay at the direction of the Authority any sum necessary for the settlement of a claim, or to satisfy liability imposed by law, up to the applicable retained limit. No claim shall be settled for an amount in excess of the retained limit without the prior written consent of the Authority and the Authority shall not be required to contribute to any settlement to which it has not consented. In the alternative, if a settlement demand acceptable to the Authority is not acceptable to the covered party, and the Authority tenders to the covered party an amount equal to the difference between the remainder of the retained limit and said settlement demand (or up to the applicable Limit of Coverage, whichever is less), then the Authority's agreement to indemnify or to pay on behalf of the covered party for the ultimate net loss hereunder shall be discharged and terminated, and the Authority shall have no further obligations with respect thereto. SECTION IV - THE AUTHORITY'S LIMIT OF COVERAGE The limit of coverage is the most the Authority will pay for ultimate net loss arising out of any occurrence, and the amount payable for ultimate net loss under this agreement shall be reduced by the amount of the retained limit. (For example, if the covered party has a $40,000,000 limit of coverage and a $500,000 retained limit, the Authority will pay not more than $39,500,000 after exhaustion of the retained limit.) For each occurrence, there shall be only one limit of coverage regardless of the number of claimants or covered parties against whom a claim is made. For any person or entity that is a covered party under Definition 8(c), or 8(c) and (d), pursuant to a certificate of coverage duly issued by the Authority, the limit of coverage Memorandum of Coverage Effective: 0710112019 12