definiens: means any loss, damage, claim or liability ( joint or several ) to which a party hereto may become subject under the Securities Act, the Ex change 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 untrue statement or alleged untrue statement of a material fact contained in any registration statement of th e Company, including any preliminary prospectus or final prosp ectus contained therein or any amendments or supple ments thereto ; ( ii ) an omission or alleged omission to st ate therein a material fact required to be stated t herein, or necessary to make the statements therein not mislea ding ; or ( iii ) any violation or alleged violation b y the indemnifying party ( or any of its agents or Affiliates ) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgat ed under the Securities Act, the Exchange Act, or a ny state securities law