definiens: means any loss, damage, or liability ( joint or se veral ) to which a party hereto may become subject under the Securities Act, the Exchan ge Act, or other federal or state law, insofar as s uch loss, damage, or liability ( or any action in respect ther eof ) arises out of or is based upon ( i ) any untrue statement or alleged untrue statement of a material fact contain ed in any registration statement of the Company, in cluding any preliminary prospectus or final prospectus containe d therein or any amendments or supplements thereto ; ( ii ) an omission or alleged omission to state therein a mat erial fact required to be stated therein, or necess ary to make the statements therein not misleading ; or ( iii ) any violation or alleged 1 violation by the indemnifying party ( or any of its agents or Affiliates ) of the Securities Act, the Ex change Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law