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140 <br /> shall be deemed to be equal to the total net proceeds from the offering(before deducting expenses)received <br /> by it, and benefits received by the Underwriters shall be deemed to be equal to the total purchase discounts <br /> and commissions in each case set forth on the cover of the Official Statement. Relative fault shall be <br /> determined by reference to, among other things, whether any untrue or any alleged untrue statement of a <br /> material fact or the omission or alleged omission to state a material fact relates to information provided by <br /> the County on the one hand or the Underwriters on the other, the intent of the parties and their relative <br /> knowledge, information and opportunity to correct or prevent such untrue statement or omission. The <br /> County and the Underwriters agree that it would not be just and equitable if contribution were determined <br /> by pro rata allocation or any other method of allocation which does not take account of the equitable <br /> considerations referred to above. Notwithstanding the provisions of this paragraph no person guilty of <br /> fraudulent misrepresentation(within the meaning of Section 11(f)of the Securities Act)shall be entitled to <br /> contribution from any person who was not guilty of such fraudulent misrepresentation. Each person who <br /> controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each <br /> director, officer, employee and agent of an Underwriter shall have the same rights to contribution as the <br /> Underwriter, and each person who controls the County within the meaning of either the Securities Act or <br /> the Exchange Act and each official,director,officer and employee of the County shall have the same rights <br /> to contribution as the County,subject in each case to the applicable terms and conditions of this paragraph. <br /> (11) Notices. Any notice or other communication to be given to the County under this Bond <br /> Purchase Agreement must be given in writing (not to include facsimile transmission or electronic mail)to <br /> the applicable address shown below, and any notice under this Bond Purchase Agreement to the <br /> Underwriters may be given by delivering the same in writing to Baird as follows: <br /> Orange County,North Carolina <br /> 200 South Cameron Street <br /> Hillsborough,North Carolina 27278 <br /> (Attention: County Manager) <br /> Robert W. Baird&Co. Incorporated <br /> 380 Knollwood Street, Suite 440 <br /> Winston-Salem,North Carolina 27103 <br /> (Attention: Ryan Maher,Managing Director) <br /> (12) Governing Law. This Bond Purchase Agreement shall be governed by and construed in <br /> accordance with the laws of the State. <br /> (13) Effectiveness. This Bond Purchase Agreement shall become effective upon the acceptance <br /> hereof by the County. <br /> (14) Arm's-Length Transaction. The County acknowledges and agrees that the purchase and <br /> sale of the Bonds pursuant to this Bond Purchase Agreement is an arm's-length commercial transaction <br /> between the County and the Underwriters, acting solely as principals and not as municipal advisors, <br /> financial advisors or agents of the County. The Underwriters have not assumed a financial advisory <br /> responsibility in favor of the County with respect to the offering of the Bonds or the process leading thereto <br /> (whether or not the Underwriters, or any affiliate of the Underwriters, has advised or is currently advising <br /> the County on other matters)or any other obligation to the County except the obligations expressly set forth <br /> in this Bond Purchase Agreement,it being the County's understanding that a financial advisory relationship <br /> shall not be deemed to exist when, in the course of acting as an underwriter, a broker, dealer or municipal <br /> securities dealer,a person renders advice to an issuer,including advice with respect to the structure,timing, <br /> terms and other similar matters concerning a new issue of municipal securities. The Underwriters have <br /> provided to the County prior disclosures regarding their role as underwriters, their compensation, any <br /> -13- <br />