definiens: means any loss, damage, claim or liability ( joint or several ) to which a party hereto may become subject under the Securities Act, the 3 Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability ( or any 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 any registration statement of the Corporation, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto ; ( ii ) an omission or alleged omission to state therein a material fact required to be stated ther ein, or necessary to make the statements therein not misleading ; or ( iii ) any violation or alleged violation by the indemnifying party ( or any of its agents or Affiliates ) of the Securities Act, the Exchange Act, any state securities law, or any rule or re gulation promulgated under the Securities Act, the Exchange Act, or any state securities law