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141 <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) 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 /> potential or actual material conflicts of interest,and material financial characteristics and material financial <br /> risks associated with the transaction to the extent required by MSRB rules. The Underwriters hereby notify <br /> the County that the Underwriters are not acting as Municipal Advisors (as defined in Section 15B of the <br /> Securities Exchange Act of 1934, as amended), the Underwriters are not agents of the County, and the <br /> Underwriters do not have a fiduciary duty to the County in connection with the matters contemplated by <br /> this Bond Purchase Agreement.The County has consulted its own legal,financial,and other advisors to the <br /> extent it has deemed appropriate. <br /> (15) Miscellaneous. (a) If any provision of this Bond Purchase Agreement shall be held or <br /> deemed to be or shall, in fact,be inoperative, invalid or unenforceable as applied in any particular case in <br /> any jurisdiction or jurisdictions because it conflicts with any provisions of any constitution, statute,rule or <br /> -13- <br />