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143 <br /> misrepresentation. Each person who controls an Underwriter within the meaning of either <br /> the Securities Act or the Exchange Act and each director, officer, employee and agent of <br /> an Underwriter shall have the same rights to contribution as the Underwriter, and each <br /> person who controls the County within the meaning of either the Securities Act or the <br /> Exchange Act and each official, director, officer and employee of the County shall have <br /> the same rights to contribution as the County, subject in each case to the applicable terms <br /> and conditions of this paragraph. <br /> (11) Notices. Any notice or other communication to be given to the County under <br /> this Bond Purchase Agreement must be given in writing (not to include facsimile <br /> transmission or electronic mail) to the applicable address shown below, and any notice <br /> under this Bond Purchase Agreement to the Underwriters may be given by delivering the <br /> 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 <br /> construed in accordance with the laws of the State. <br /> (13) Effectiveness. This Bond Purchase Agreement shall become effective upon <br /> the acceptance hereof by the County. <br /> (14) Arm's-Length Transaction. The County acknowledges and agrees that the <br /> purchase and sale of the Bonds pursuant to this Bond Purchase Agreement is an arm's- <br /> length commercial transaction between the County and the Underwriters, acting solely as <br /> principals and not as municipal advisors, financial advisors or agents of the County. The <br /> Underwriters have not assumed a financial advisory responsibility in favor of the County <br /> with respect to the offering of the Bonds or the process leading thereto (whether or not the <br /> Underwriters, or any affiliate of the Underwriters, has advised or is currently advising the <br /> County on other matters) or any other obligation to the County except the obligations <br /> expressly set forth in this Bond Purchase Agreement, it being the County's understanding <br /> that a financial advisory relationship shall not be deemed to exist when, in the course of <br /> acting as an underwriter, a broker, dealer or municipal securities dealer, a person renders <br /> advice to an issuer, including advice with respect to the structure, timing, terms and other <br /> 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 <br /> -17- <br />