definiens: means any loss, damage, claim or liability ( joint or several ) to which an Indemniﬁed Personhereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability ( orany 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 anyregistration statement of the Company, including any preliminary prospectus or ﬁnal prospectus contained therein or any amendments or supplementsthereto ; ( ii ) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein notmisleading ; or ( iii ) any violation or alleged violation by the Company ( or any of its agents or Aﬃliates ) of the Securities Act, the Exchange Act, any statesecurities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law