definiens: means land bearing Khasra No 129/7/4 ( i.e. New Khasra No 234/120/7/2 ) means land bearing Khasra No 9/3 ( i.e. New Khasra No 222/9 ) ; means the acquisition of Control of the Seller, by a third party ; means the closing of the purchase and sale of the Transferred Undertakings and the assignment andassumption of the Assumed Liabilities, each as contemplated by this Agreement ; shall have the meaning as ascribed to it in Schedule 2 ; means any license, permission, approval, clearance, permit, consent, authorization, waiver, grant, exemption or order ; means any contract, agreement, lease, license, commitment, understanding, franchise, warranty, guarantee, mortgage, note, indenture, bond, debenture, letter of credit, option, pledge, security agreement, warrant, right or other instrument or consensual obligation, whether written or oral ; 3 Business Transfer Agreement, or, with respect to any Person, means the ability to direct or changethe management, decisions or decision making policies of such Person by, ( i ) the ownership of 50 % ( fiftypercent ) or more of the equity shares or other voting securities of such Person, as may be applicable ; ( ii ) thepower to nominate for appointment the majority of the directors, managers, partners or other individualsexercising decision making authority with respect to such Person ; ( iii ) contract ; or ( iv ) in any other mannerwhatsoever, directly or indirectly, including through one or more other entities ; and the term shall be construed accordingly ; means the trademarks, trade names or corporate logos of Kilitch Drugs ( India ) Limited andany variants and derivatives of any of the foregoing, including any applicable domain names, in each case usedprior to the Closing in connection with the Business ; on Closing shall mean non trade third party obligations including ( a ) all third - party tradepayables more than 180 days old ; ( b ) Any non - trade payable with respect to inter - branch, related party orPromoters ; ( c ) Provision for employee benefits such as those for gratuity and leave encashment as shall bedetermined by an independent third party actuarial expert ; and ( d ) capital creditors on Closing for expenditureincurred until 31 March 2011 minus capital advances paid until 31 March 2011 which are also outstanding onClosing . For the avoidance of doubt, it is hereby clarified that, Debt – like Items shall not include any item that isincluded in computation of Net Working Capital