definiens: of a Person shall mean any other Person that, directly or indirectly, through one or moreintermediaries, controls, is controlled by, or is under common control with such Person . For purposes of this definitiononly, and, with correlative meanings, the terms and shall mean(a ) the possession, directly or indirectly, of the power to direct the management or policies of a Person, whetherthrough the ownership of voting securities or by contract relating to voting rights or corporate governance, or ( b ) theownership, directly or indirectly, of more than fifty percent ( 50 % ) of the voting securities or other ownership interest ofa Person ; provided, however, that if local law restricts foreign ownership, control shall be established by direct orindirect ownership of the maximum ownership percentage that may, under such local law, be owned by foreigninterests . For purposes of this Agreement, the Operating Agreement and the Ancillary Agreements, the JV shall notbe deemed to be an Affiliate of either [COMPANY] or [COMPANY]