Riverstone Portfolio Company, and collectively, the Riverstone Portfolio Companies), (ii) Riverstone may have a majority or controlling interest in some or all of such Riverstone Portfolio Companies, and (iii) the Parties, on their behalf and on behalf of their successors and assigns, agree that for purposes of this Agreement, neither (A) any Riverstone Portfolio Companies (other than ILX Holdings, LLC, ILX Holdings III LLC, and each of their subsidiaries) nor (B) Ridgewood or its Affiliates, in either case, shall be deemed an Affiliate of Seller. Notwithstanding the foregoing, (i) Affiliates, when used with respect to Purchaser or Purchaser Parent, shall only include Purchaser Parent and its subsidiaries, and (ii) prior to Closing, the Companies shall be deemed Affiliates of Seller and from and after the Closing, the Companies shall be deemed Affiliates of Purchaser.
(c) Agreed Rate means the lesser of (i) two and one-half percentage points (2.5%) per annum and (ii) the maximum rate allowed by applicable Laws.
(d) Antitrust Laws means, collectively, the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign Law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade.
(e) Asset Taxes means ad valorem, property, excise, severance, production, sales, use and similar Taxes based upon the acquisition, operation or ownership of the Company Assets or the production of Hydrocarbons or the receipt of proceeds therefrom, but excluding, for the avoidance of doubt, Income Taxes and Transfer Taxes.
(f) Benefit Plan means (i) any employee benefit plan as defined in Sections 3(3) of ERISA (whether or not subject to ERISA) and (ii) any other compensation or benefit plan, agreement, understanding, policy, contract or arrangement, including a deferred compensation plan (together with any trust established thereunder and in support thereof and the assets of such trust) or arrangement, incentive plan, bonus plan or agreement, equity option plan, equity appreciation rights plan, restricted equity plan, equity purchase plan, equity award plan, equity-based compensation arrangement, phantom equity plan, change of control or golden parachute agreement, severance plan or policy, executive compensation or supplemental income arrangement, dependent care plan, cafeteria plan, employee assistance program, scholarship program, consulting contract, employment contract, collective bargaining agreement, retention agreement, non-competition agreement, consulting agreement, personnel policy, vacation policy, and other similar plan, agreement, understanding, policy, contract or arrangement.
(g) BOEM means the U.S. Bureau of Ocean Energy Management or any successor agency thereto.
(h) BSEE means the U.S. Bureau of Safety and Environmental Enforcement or any successor agency thereto.
(i) Burdens means any and all royalties, overriding royalties, production payments, non-participating royalties, payments out of production, reversionary interests,