Carve-Out definition
Carve-Out means claims of the following parties for the following amounts: (i) the unpaid fees of the U.S. Trustee or the Clerk of the Bankruptcy Court pursuant to 28 U.S.C. Section 1930(a) and (ii) after the occurrence and during the continuance of an Event of Default, the aggregate allowed unpaid fees and expenses payable under sections 330 and 331 of the Bankruptcy Code to professional persons retained pursuant to an order of the Bankruptcy Court by any Credit Party or any Committee not to exceed $35,000,000 (plus all unpaid professional fees and disbursements accrued or incurred prior to the occurrence of an Event of Default and reflected on the most recent Borrowing Base Certificate and reserved against the Term A Borrowing Base, or otherwise reported in writing to the Administrative Agent, to the extent allowed by the Bankruptcy Court at any time) in the aggregate; provided, that the Carve-Out shall not include, apply to or be available for any fees or expenses incurred by any party, including any Credit Party or any Committee, in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the Administrative Agent, the Lenders or the L/C Issuers, including challenging the amount, validity, perfection, priority or enforceability of or asserting any defense, counterclaim or offset to, the Obligations or the security interests and Liens of the Secured Parties in respect thereof; provided, further, that (a) as long as no Event of Default shall have occurred and be continuing, the Credit Parties shall be permitted to pay compensation and reimbursement of expenses allowed and payable under sections 330 and 331 of the Bankruptcy Code, as the same may be due and payable, and the same shall not reduce the Carve-Out and (b) in the event the Carve-Out is reduced by any amount during an Event of Default, upon the effectiveness of any cure or waiver of such Event of Default pursuant to the terms of this Agreement, the Carve-Out shall be increased by such amount.
Carve-Out has the meaning assigned to such term in the DIP Order.
Carve-Out shall have the meaning set forth in Section 2.23.
Examples of Carve-Out in a sentence
Subject to the DIP Order (including the Carve-Out), all prepayments of Loans shall be applied in accordance with the waterfall set forth in Section 4.01(b)(B)-(D).
More Definitions of Carve-Out
Carve-Out as defined in the Interim Order or the Final Order, as applicable.
Carve-Out has the meaning set forth in the Financing Orders.
Carve-Out has the meaning set forth in the Final DIP Order.
Carve-Out means the sum of (a) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the United States Trustee pursuant to 28 U.S.C. § 1930 in the Borrower’s Chapter 11 Case, plus (b) $167,000.00, plus (c) the aggregate amount of the Borrower’s Allocated Share of any budgeted, accrued, but unpaid, Professional Fees existing as of the Carve-Out Date to the extent previously or subsequently approved by the Bankruptcy Court; provided that the Carve-Out may only be used for the payment of the Borrower’s Allocated Share of Professional Fees.
Carve-Out shall have the meaning set forth in the applicable DIP Order.
Carve-Out has the meaning assigned to such term in the Interim DIP Order (with respect to the period prior to the entry of the Final DIP Order) or the Final DIP Order (from and after the date on which the Final DIP Order is entered).
Carve-Out means, in connection with any Insolvency Proceeding relating to any Loan Party, any carve out amount granted with respect to professional fees and expenses, court costs, filing fees, and fees and costs of the Office of the United States Trustee as granted by the court or as agreed to by the Administrative Agent in its reasonable discretion.