Sellers subsidiaries) shall be deemed Affiliates of Seller, and (iii) prior to Closing, the Company shall be deemed an Affiliate of Seller and from and after the Closing, the Company shall be deemed an Affiliate of Purchaser.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) BOEM means the U.S. Bureau of Ocean Energy Management or any successor agency thereto.
(i) BSEE means the U.S. Bureau of Safety and Environmental Enforcement or any successor agency thereto.
(j) Burdens means any and all royalties, overriding royalties, production payments, non-participating royalties, payments out of production, reversionary interests, convertible interests, net profits interests and all other similar interests burdening a Company Lease, Company Unit or Company Well.
(k) Business Day means any day other than a Saturday, a Sunday, or a day on which banks are closed for business in Houston, Texas, United States of America.
(l) Code means the United States Internal Revenue Code of 1986, as amended.