Person. “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

Person. The term “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in [[Sections 13(d) and 14(d)])]])] thereof, except that such term shall not include # the Company or any of its subsidiaries, # a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, # an underwriter temporarily holding securities pursuant to an offering of such securities, # a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company or # any individual, entity or group which is permitted to, and actually does, report its Beneficial Ownership on [Schedule 13G] (or any successor schedule); provided that if any such individual, entity or group subsequently becomes required to or does report its Beneficial Ownership on [Schedule 13D] (or any successor schedule), such individual, entity or group shall be deemed to be a Person for purposes hereof on the first date on which such individual, entity or group becomes required to or does so report Beneficial Ownership of all of the voting securities of the Company Beneficially Owned by it on such date.

Person Defined. As used herein, the term "Person" means a natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization or a governmental entity.

Embargoed Person. At all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, # none of the funds or other assets of any Borrower, any Principal or any Guarantor shall constitute property of, or shall be beneficially owned, directly or indirectly, by any Person subject to trade restrictions under the Prescribed Laws (each such Person, an “Embargoed Person”) with the result that the Loan made by the Lender is or would be in violation of law; # no Embargoed Person shall have any interest of any nature whatsoever in any Borrower, any Principal or any Guarantor, as applicable, with the result that the Loan is or would be in violation of law; and # none of the funds of any Borrower, any Principal or any Guarantor, as applicable, shall be derived from any unlawful activity with the result that the Loan is or would be in violation of law.

in ascertaining the Majority Lenders or whether any given percentage (including for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents such Commitment shall be deemed to be zero; and

Controlling Law. The administration of the Plan, and any trust established thereunder, shall be governed by applicable federal law, including ERISA to the extent applicable, and to the extent federal law is inapplicable, the laws of the State of Delaware, without regard to the conflict of law principles of any state. Any persons or corporations who now are or shall subsequently become parties to the Plan shall be deemed to consent to this provision.

This Plan shall be governed by the laws of the State of Nevada (without regard to conflicts of laws principles), to the extent not preempted by United States federal law. If any provision of this Plan is held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions shall continue to be fully effective.

Controlling Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida.

Controlling Law. This Plan shall be construed, administered, and governed in all respects in accordance with the laws of the State of Hawaii. The Plan shall also be construed in a manner that is consistent and compliant with Section 409A of the Code, and any regulations promulgated thereunder. Any provision that is noncompliant with Section 409A of the Code is void or deemed amended to comply with Section 409A of the Code. A&B does not guarantee or warrant the tax consequences of the Plan, and the Outside Directors shall in all cases be liable for any taxes due with respect to the Plan.

Controlling Agreement. To the extent the terms of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) directly conflicts with a provision in the Merger Agreement, the terms of this Agreement shall control.