“Tax” (and, with correlative meaning, “Taxes,” “Taxable” and “Taxing”) means any net income, capital gains, gross income, gross receipts, sales, use, transfer, ad valorem, franchise, margin, profits, license, capital, capital stock, withholding, payroll, estimated, employment, unemployment, excise, goods and services, severance, stamp, occupation, premium, property, social security, disability, environmental (including Code Section 59A), alternative or add-on, value added, service, service use, wealth, net worth, registration, windfall profits or other tax or customs duties or amount imposed by any Governmental Entity, or any interest, any penalties, additions to tax or additional amounts incurred or accrued under Applicable Law with respect to Taxes or properly assessed or charged by any Governmental Entity.
“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule, amendment or attachment thereto, required or permitted to be submitted to a Governmental Entity or Third Party.
“Termination Fee” has the meaning set forth in Section 9.01(f).
“Third Party Claims” means any Proceeding initiated by a Third Party.
“Third Party” means any Person that is not (a) a Party or (b) an Affiliate of a Party.
“Trade Secrets” means any trade secrets and other confidential and proprietary information, including, but not limited to, unpatented inventions, research records, processes, procedures, formulae, know-how, blue prints, designs, plans, inventions, databases and confidential business information.
“Trademarks” means all trade names, trademarks, service marks, trade dress, brand names, designs, jingles, slogans, logos, or corporate names, whether registered or unregistered, and all registrations and applications thereof (including, in each case, the goodwill associated therewith).
“Transaction Documents” means this Agreement, the Employment Agreement, and each other agreement, document, certificate or instrument delivered pursuant hereto or thereto.
“Transfer Taxes” has the meaning set forth in Section 7.01.
“Triton Diving Services” means Triton Diving Services, LLC, a Louisiana limited liability company.
“Uncollected Accounts Receivable” has the meaning set forth in Section 1.04(b)(i).
“Unresolved Disputed Items” has the meaning set forth in Section 1.04(b)(iv).
“U.S. Coastwide Trade” has the meaning set forth in Section 5.05.
“Voluntary Disclosure Proceedings” has the meaning set forth in Section 7.08.
“VWAP” has the meaning set forth in Section 1.05(e).
“WARN” has the meaning set forth in Section 3.15(c).