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<br />respect thereof), the relative fault shall be determined by
<br />reference to, among other things, whether any untrue or alleged
<br />untrue statement of a material fart or the omission or alleged
<br />omission to state a material fact relates to information supplied
<br />by the County, on the one hand, or nupplied by the Underwriters
<br />in writing fspeCifi.eAlly for 11.110 in the Official 5tatemer,t, on the
<br />other, and the parties' relati:�e intent, knowledge, access to
<br />information and opportunity to corre•t, or pr,vent such statemAnt
<br />or omission.
<br />The Count/ And the agraa ghat it would not
<br />be just, and equitable if 'ontributlon purnuant to this Sar.tion
<br />were determined by pro rata ALLor,'Ation or by any other method of
<br />Allor.ation t.hAt. rine.*£ riot take A�:cniint of the aquitabla
<br />considerAtionn referred to in the immediat..ety preeedinq
<br />paragraph. The Amount pairs oc� payable by An indemnified party An
<br />A result; of the loaves, cLaInn, damages or LLAbiilties (or
<br />actions in respect therenr) referred to in this .section ,hall be
<br />pempri to inr:ludA .any Legal or other expenaal reasonably Incurred
<br />by such indemnified party in r:nnnection with investigation or
<br />dpfpndinq Any much action or clAim. No person guilty of
<br />fraudulent misrepresentation shalt be entitled to contribution
<br />from Any per:jon who was not gut t t.y of such fraudulent
<br />misr.PpresentAtIon.
<br />9, E.xpena*!.,R (a) ALL tpes, expenses and costs in
<br />onner,Clon with the aut_hori:atic5n, preparation. rating, issuance
<br />And Sale of the Notes to the Undo rwritore. including. without
<br />limitation, the fees and disbursements of Bond Counsel, the
<br />Country Attorney, the financial advisor, engineers, accountants
<br />and other Advisors, consultants or agents of the County, the
<br />Paying Agent and any other paying agent, documentary, ntamp or
<br />other transfer taxes in connection with the transfer of the
<br />Notes, and the axpPnses and costs Incident to the printing of the
<br />Notes, the Preliminary Official. Statement. and Official Statement,
<br />:;hall be paid by the County.
<br />(b) The Underwriters shall pay the coast of the
<br />preparation, printing or other reproduction of this Note Purchase
<br />Agreement and the Blue Sky and Legal Investment Memoranda and
<br />other expenses incurred by them in connection with the offering,
<br />sale and distribution of the Notes, including the fees of
<br />Ballard, Spahr, Andrews & Ingersoll, counsel to the Underwriters.
<br />10. Notices. Any notice or other communication to be
<br />given to the County under this Note Purchase Agreement shall be
<br />given by delivering the same in writing at the address set forth
<br />above and any such notice or other communication to be given to
<br />the Underwriters shall be given by delivering the same in writing
<br />to: A.G. Edwards & Sons, Inc., Sun Bank Building, Pelican Bay,
<br />801 Laurel Oak Drive, Suite 605, Naples, FL 33963, to the
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