definiens: means any loss, claim, damage, or liability ( joint or several ) to which a party hereto may become subjectunder the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, claim, damage, or liability ( or any actionin 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 amendmentsor supplements thereto ; ( ii ) an omission or alleged omission to state therein a material fact required to be stated therein, or necessaryto make the statements therein not misleading ; or ( iii ) any violation or alleged violation by any other party hereto of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or anystate securities law