definiens: ( as defined in 1933 Act Rule 433 ), ( ii ) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, ( iii ) any violation or alleged violation by the Company of any rule or regulation promulgated under the 1933 Act, the 1934 Act, the National Association of Securities Dealers or any state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any suc h registration, and the Company will pay and reimburse each Shareholder and each such affiliate, director, officer, partner and controlling person for the legal fees and expenses of one counsel, and any other nonlegal expenses, actually and reasonably incu rred by them in connection with investigating, defending or settling any such loss, claim, liability, action or proceeding or ( iv ) the failure to B-7 include, at the time of pricing any offering, the information required by Sections 12(a)(2 ) and 17(a)(2 ) of the 1933 Act ; provided, that the Company will not be liable in any such case to the extent that any such loss, claim, damage, expense, liability ( or action or proceeding in respect thereof ) or expense arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in such Registration Statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished to the Company by a Shareholder expressly for use therein or by such Shareholder ’s failure to deliver, to the exten t required by law and except to the extent such failure results from a failure by the Company to comply with Section 3(f ), a copy of the Registration Statement or prospectus or any amendments or supplements thereto after the Company has furnished the Share holders with a sufficient number of copies of the same . In connection with an underwritten offering, the Company, if requested, will indemnify such underwriters, their officers and directors and each Person who controls such underwriters ( within the meanin g of the 1933 Act ) to at least the same extent as provided above with respect to the indemnification of the Shareholders