Common use of Excluded Entities Clause in Contracts

Excluded Entities. “Affiliates” means, with respect to any person, any other person that, directly or indirectly, controls, or is controlled by, or is under common control with, such person; provided that in no event shall Stone Point Capital LLC, ▇▇▇▇▇▇▇, Dubilier & Rice, LLC, ATIC Third Investment Company LLC, Viggo Investment Pte. Ltd. or any investment fund or investment vehicle affiliated with, or managed or advised by, any such person or any of its Affiliates, or any portfolio company (as such term is commonly understood in the private equity industry) of the foregoing persons, be considered to be an Affiliate of Panther Aggregator, L.P. or any of its subsidiaries and vice versa. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall any provision of this Agreement in any way apply to, bind or otherwise limit or impose obligations on the activities of any portfolio company (as such term is commonly understood in the private equity industry) or investment fund affiliated with or managed by affiliates of Stone Point Capital LLC, ▇▇▇▇▇▇▇, Dubilier & Rice, LLC, ATIC Third Investment Company LLC and Viggo Investment Pte. Ltd. (each, an “Excluded Entity”) or any members, directors, officers, advisors or employees of any Excluded Entity, other than Panther Aggregator, L.P. and its subsidiaries.