definiens: means, with respect to anyperson, a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is undercommon control with, that other person, where means, for purposes of the definition of, havingdirect or indirect power to direct or cause the direction of the management and policies of a person, whether throughthe ownership of voting securities, by contract, or otherwise ; ( ii ) the term means the manufacture, marketing, distribution and sale of the Products and the repair and servicing of the Products ; ( iii ) means each day other than a Saturday, Sunday or a day upon which national banks in Boston, Massachusetts areclosed for ordinary domestic banking business ; ( iv ) or means the Schedulesattached hereto, which Schedules are incorporated herein and made a part hereof fully as if the same were herein setforth in their entirety ; ( v ) each accounting term not otherwise defined in this Agreement has the meaning assigned to itin accordance with GAAP, and references to shall be to United States Generally Accepted AccountingPrinciples, consistently applied ; ( vi ) the term means any local, -33 - county, state, district, provincial, national or other government and any agencies, departments or instrumentalitiesthereof, and specifically includes any judicial or administrative body or tribunal ; ( vii ) the term means theactual knowledge of any of Frank Pinto, Keith Jansen and Carl Wisnosky after reasonable inquiry . ( viii ) the term means any United States or non - United States national, state, county or local statute, law, ordinance, rule, regulation, order, judgment or ruling ; ( ix ) means any claim, action, suit, arbitration or judicial, administrative, investigative or other proceeding, brought by, before or under the jurisdiction of any GovernmentalEntity, including without limitation, lawsuits brought by third parties ; ( x ) means any fact, circumstance, event, change or effect that is, or would reasonably be expected to be, materially adverse to theAssets or the financial condition or prospects of the Seller or the Business ; and ( xi ) is disjunctive but notnecessarily exclusive