definiens: means, with respect to either Party, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled b y, or is under common control with such Party, for so long as such control exists . For purposes of this definition, ( including, with correlative meaning, the terms or ) means ( a ) the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through the ownership of voting securities, by contract relating to voting rights or corporate governance, or otherwise ; or ( b ) the ownership, directly or indirectly, of more than 50 % of the voting securities or other ownership interest of a Person ( or, with respect to a limited partnership or other similar entity, its general partner or controlling entity ) . The Parties acknowledge that in the case of certain entities org anized under the laws of certain countries outside of the U.S., the maximum percentage ownership permitted by law for a foreign investor may be less than 50 %, and that in such case such lower percentage will be substituted in the preceding sentence, provid ed that such foreign investor has the power to direct the management or policies of such entity . With respect to Black Belt, the definition of Affiliate shall not include ( a ) Black Belt NewCo or ( b ) any portfolio or investee companies of any funds managed or advised by Black Belt ’s shareholders, or in which they have an equity interest