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<br />Page 10 of 15 <br />B. The Diversion Authority may terminate this Agreement, in whole or in part, or <br />modify or limit Aon’s services, and proportionately, Aon’s compensation, if: <br />(1) The Diversion Authority determines that having Aon provide services has <br />become infeasible due to changes in applicable laws or regulations, or (2) Expected or actual funding to compensate Aon is withdrawn, reduced, or limited. <br /> <br />C. Either party may terminate this Agreement, in whole or in part, for any or no reason <br />upon ten (10) days’ written notice. D. In the event a federal or state tax or employment agency concludes that an <br />independent contractor relationship does not exist, either Aon or the Diversion <br />Authority may terminate this Agreement immediately upon written notice. <br /> E. Aon may withdraw from representing the Diversion Authority: (1) With the Diversion Authority’s consent; <br />(2) Without the Diversion Authority’s consent if the Diversion Authority fails to <br />pay Aon any undisputed amount; or <br />(3) Without the Diversion Authority’s consent if continuing Aon’s representation would be unlawful or unethical. <br />F. Upon receipt of any termination notice from the Diversion Authority, Aon must <br />promptly discontinue all affected services unless the parties mutually agree <br />otherwise. G. Upon the end date of the Agreement, which is the date when this Agreement as a <br />whole expires or is terminated pursuant to its terms: <br />(1) The Diversion Authority will be released from compensating Aon for services <br />other than those Aon satisfactorily performed prior to the end date. (2) Aon must submit Aon’s final invoice for payment within sixty (60) days of the end date. The Diversion Authority will not pay any Aon invoice received <br />after this period. <br />(3) Aon will be released from performing services, except for services in any non- <br />terminated portion of the Agreement. H. All rights and duties with respect to services performed prior to the expiration or <br />termination of this Agreement, and continuing obligations specified in this <br />Agreement to be performed following expiration or termination of this Agreement, <br />will survive the expiration or termination of this Agreement. <br /> I. In the event of termination, expiration, or removal/withdrawal, Aon must withdraw <br />as parties mutually agree to the Diversion Authority (and any person represented on <br />the Diversion Authority’s behalf) as soon as it is reasonably possible to do so <br />without (1) prejudice to the Diversion Authority’s interests (or the interest of any <br />person represented on the Diversion Authority’s behalf) or (2) violation of Aon’s statutory or ethical duties. Aon must notify the Diversion Authority of any further