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consent of the indemnified parties , settle or compromise or consent to the entry of any judgment with respect <br /> to any pending or threatened claim , action, suit or proceeding in respect of which indemnification or <br /> contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties <br /> to such claim or action) unless such settlement, compromise or consent includes an unconditional release <br /> of each indemnified party from all liability arising out of such claim, action, suit or proceeding . <br /> In the event that the indemnity provided herein is unavailable or insufficient to hold <br /> harmless an indemnified party for any reason the County and the Underwriters agree to contribute to the <br /> aggregate losses , claims, damages and liabilities (including legal or other expenses reasonably incurred in <br /> connection with investigating or defending the same) to which the County and one or more of the <br /> Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by <br /> the County on the one hand and by the Underwriters on the other from the offering . If the allocation <br /> provided by the immediately preceding sentence is unavailable for any reason, the County and the <br /> Underwriters shall contribute in such proportion as is appropriate to reflect not only such relative benefits <br /> but also the relative fault of the County on the one hand and of the Underwriters on the other in connection <br /> with the statements or omissions which resulted in such losses , as well as any other relevant equitable <br /> considerations . In no case shall any Underwriter (except as may be provided in any agreement among the <br /> Underwriters relating to the offering) be responsible for any amount in excess of the purchase discount or <br /> fee applicable to the Bonds purchased by such Underwriter hereunder. Benefits received by the County <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 /> 300 West Tryon 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- <br />