definiens: means any loss, damage, claim or liability ( joint or several ) or actions in respect thereofto which a party hereto may become subject, insofar as such loss, damage, claim or liability oraction in respect thereof arises out of or is based upon : ( A ) any untrue statement or allegeduntrue statement of a materialfact contained in any registration statement of the Company registering the resale of theRegistrable Shares, including any preliminary prospectus or final prospectus contained therein orany amendments or supplements thereto, or any issuer free writing prospectus or any filed or required to be filed pursuant to Rule 433(d ) under the Securities Act, ( B ) anomission or alleged omission to state therein a material fact required to be stated therein, ornecessary to make the statements therein not misleading or ( C ) any violation or alleged violationby the Company of the Securities Act, the Exchange Act, any state securities law, or any rule orregulation promulgated under the Securities Act, the Exchange Act or any state securities lawapplicable to the Company and relating to action or inaction required of the Company inconnection with any such registration, qualification, or compliance