definiens: means any loss, damage, claim or liability ( joint orseveral ) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability ( or any action in respect thereof ) arises out of or is based upon : ( i ) any untruestatement or alleged untrue statement of a material fact contained in any registration statement of the Company, including anypreliminary prospectus or final prospectus contained therein or any amendments or supplements thereto ; ( ii ) an omission oralleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein notmisleading ; or ( iii ) any violation or alleged violation by the indemnifying party ( or any of its agents or Affiliates ) of the SecuritiesAct, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law