definiens: means any loss, damage, claim or liability ( joint or several ) to which a party hereto may become subject under the S ecurities Act, the Exchange Act, or other federal o r state law, insofar as such loss, damage, claim or liability ( o r any action in respect thereof ) arises out of or i s based upon : ( i ) any untrue statement or alleged untrue statement of a material fact contained in any registration stat ement of the Company, including any preliminary prospectus or fi nal prospectus contained therein or any amendments or supplements thereto ; ( ii ) an omission or alleged om ission to state therein a material fact required to be stated therein, or necessary to make the statements therei n not misleading ; or ( iii ) any violation or alleged violation by the indemnifying party ( or any of its agents or Aff iliates ) of the Securities Act, the Exchange Act, a ny state securities law, or any rule or regulation promulgat ed under the Securities Act, the Exchange Act, or a ny state securities law