definiens: shall mean, as to any Person, any oth er Person that, directly or indirectly, controls, o r is controlled by, or is under common control with, such Person ; provided, however, that for purposes of this Agreement none of the Company or any of its Subsidi aries shall be considered an Affiliate of Parent or any of its Subsidiaries ( other than the Company and its Subsid iaries ) and none of Parent or any of its Subsidiari es ( other than the Company and its Subsidiaries ) shall be con sidered to be an Affiliate of the Company or any of its Subsidiaries . For this purpose, ( includin g, with its correlative meanings, a nd ) shall mean the possession, di rectly or indirectly, of the power to direct or cau se the direction of management or policies of a Person, wh ether through the ownership of securities or partne rship or other ownership interests, by Contract or otherwise