Overnite Securities Liabilities. Shall mean any Liability under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other Federal or state securities law or regulation, at common law or otherwise, arising out of the Offering, including without limitation any such Liability arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement filed under Federal or state securities laws in connection with the
... Offering, or in any amendment or supplement thereto (each, a "Registration Statement"), or in any prospectus or other communication relating to the Offering, or in any amendment or supplement thereto (each, a "Prospectus"), or (ii) the omission or alleged omission to state in a Registration Statement or Prospectus a material fact required to be stated therein or necessary to make the statements made therein not misleading; provided, however, that the foregoing definition shall not extend or apply to any Liability that arises out of or is based upon an untrue statement or alleged untrue statement of a material fact contained in, or an omission or alleged omission to state a material fact required to be stated (or necessary to make the statement not misleading) in, (A) the information furnished to the Company in writing by UPC expressly for use in the Registration Statement or Prospectus, it being understood and agreed that the only such information is that described as such in Section 2(o) of the Underwriting Agreement (the "UPC Information"), and (B) the information furnished to the Company by any Underwriter (as defined in the Underwriting Agreement) for use in the Registration Statement or Prospectus, it being understood and agreed that the only such information is that described as such in Section 9(c) of the Underwriting Agreement (collectively, the "Underwriter Information"). 3
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