UPC Securities Liabilities

UPC Securities Liabilities. Shall mean any Liability under the Securities Act, the Exchange Act or any other Federal or state law or regulation, at common law or otherwise, arising out of the Offering, and arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement or 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, but only to the extent that such Liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission concerning UPC Information; 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 the Underwriter Information. 5 View More