definiens: ( as defined i n Rule 405 under the Securities Act ), or any ( as defined in Rule 433 under the Securitie s Act ) or any ( as defined in Rule 433 under the Secur ities Act ), or arise out of or are based upon any o mission or the alleged omission to state a material fact requi red to be stated therein or necessary to make the s tatement therein not misleading, if the statement or omission was ma de in reliance upon and in conformity with informat ion furnished in writing to the Company by such selling holder expressly for use therein, and shall reimbu rse the Company, its directors and officers for any legal o r other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action . Each sel ling holder ’s indemnification obligations hereunder shall be seve ral and not joint and shall be limited to the amoun t of any net proceeds actually received by such selling holder