definiens: ( as defined in Rule 405 under the Securities Act ), or any ( as defined in Rule 433 under the Securities Act ) or any ( as defined in Rule 433 under the Securities Act ), or arising out of or bas ed upon any omission ( or alleged omission ) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or re gulation promulgated thereunder applicable to the C ompany and relating to action or inaction required of the Company in connection with any such registration ; a nd the Company shall promptly reimburse the Investor Indem nified Party for any legal and any other expenses r easonably incurred by such Investor Indemnified Party in conn ection with investigating and defending any such ex pense, loss, judgment, claim, damage, liability or action ; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is ba sed upon any untrue statement or allegedly untrue statement or o mission or alleged omission made in such Registrati on Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, any ( as defin ed in Rule 405 under the Securities Act ), or any ( as defined in Rule 433 under the Securities Act ) i n reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder exp ressly for use therein