Carve-Out means (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(a), (b) all reasonable fees and expenses incurred by a trustee under section 726(b) of the Bankruptcy Code in an aggregate amount not exceeding $250,000 and (c) any and all allowed and unpaid claims of any professional representing the Debtors or any statutory committee of creditors appointed in the Chapter 11 Cases (each, a “Creditors’ Committee”) whose retention is approved by the Bankruptcy Court during the Chapter 11 Cases pursuant to section 327 or section 1103 of the Bankruptcy Code for unpaid fees and expenses (and the reimbursement of out of pocket expenses allowed by the Bankruptcy Court incurred by any members of a Creditors’ Committee (but excluding fees and expenses of third party professionals employed by such members of any Creditors’ Committee)) incurred, subject to the terms of the DIP Orders, (i) prior to the occurrence of an Event of Default and (ii) at any time after the occurrence and during the continuance of an Event of Default in an aggregate amount not exceeding $5,000,000, provided that (x) so long as no Carve-Out Event has occurred and is continuing, the allowed professional fees and disbursements incurred by professional persons employed by the Debtors or any Creditors’ Committee (including any fees and expenses of the members of any such Creditors’ Committee) may be paid without reducing the dollar limitation under clause (c) above to the extent reasonable and documented and subject to the entry of a customary order of the Bankruptcy Court, allowing for the interim payment of such amounts, and subject further to the Bankruptcy Court’s final approval of such professional fees and disbursements, (y) nothing herein shall be construed to impair the ability of any party to object to any of the fees, expenses, reimbursement or compensation described in clauses (i) and (ii) above and (z) cash shall not be subject to the Carve-Out. For the avoidance of doubt and notwithstanding anything to the contrary in the Loan Documents or elsewhere, the Carve-Out shall be senior to all Liens securing the obligations under the Loan Documents and the Term Loan Agreement and related loan documents as well as any adequate protection Liens and claims granted by the DIP Orders.
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
The Massachusetts Act and its revisions require a Retail Electricity Supplier (“RES”) to source a minimum portion of its resources from certain renewable energy resources (“Class I Resource, Class I Solar Carve-Out Resource, Class I Solar Carve-Out II Resource, Class II Resource, Class II Waste to Energy Resource, APS Resource”).
If CUSTOMER fails to do so, CUSTOMER shall not be entitled to exercise its Carve-Out Option and/or require PROVIDER to provide Services Transfer Assistance.
The minimum offer quantity requirement does not apply to proposals to supply RPS Class I Solar Carve-Out II certificates.
Employees will be maintained on regular pay and benefits (including Pension but not including any sick leave, EI Carve-Out, Weekly Indemnity or LTD if applicable), and the Union shall fully reimburse the Employer for wages, statutory benefits (i.e. EHT, El, CPP and WSIB), Pension and Health and Welfare premiums for the period.
Mass Market Switching does not include Four Line Carve-Out Switching.
More Definitions of Carve-Out
Carve-Out has the meaning assigned to such term in the Interim Order or the Final Order, as applicable.
Carve-Out shall have the meaning set forth in the applicable DIP Order.
Carve-Out means (i) 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(a) and (ii) after the occurrence and during the continuance of an Event of Default an amount not exceeding $2,000,000 in the aggregate, which amount may be used subject to the terms of the Orders, to pay any fees or expenses incurred by the Borrower and any statutory committees appointed in the Case (each, a “Committee”) that remain unpaid subsequent to the payment of such fees and expenses from available funds remaining in the Borrower’s estate for such creditors, in respect of (A) allowances of compensation for services rendered or reimbursement of expenses awarded by the Bankruptcy Court to the Borrower’s or any Committee’s professionals and (B) the reimbursement of expenses allowed by the Bankruptcy Court incurred by the Committee members in the performance of their duties (but excluding fees and expenses of third party professionals employed by such members), provided, that (x) the dollar limitation in this clause (ii) on fees and expenses shall neither be reduced nor increased by the amount of any compensation or reimbursement of expenses incurred, awarded or paid prior to the occurrence of an Event of Default in respect of which the Carve-Out is invoked to the extent (A) allowed by the Bankruptcy Court, including pursuant to sections 328, 330 and 331 of Bankruptcy Code, at any time or which are incurred, awarded or paid pursuant to the Orders and (y) nothing herein shall be construed to impair the ability of any party to object to the fees, expenses, reimbursement or compensation described in clauses (A) and (B) above. Notwithstanding the foregoing, the Carve-Out shall not include, apply to or be available for any fees or expenses incurred by any Person, including the Borrower or any Committee, or their respective professionals, (1) in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against any of the Lenders, the Agent, or their respective advisers and counsel, including, without limitation, challenging the amount, validity, perfection, priority or enforceability of or asserting any defense, counterclaim or offset to, the Obligations and the liens granted hereunder in favor of the Agent, for the benefit of the Lenders or (2) after the conversion of the Case to a case under chapter 7 of the Bankruptcy Code or in connection with ...
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 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.
Carve-Out has the meaning set forth in the Final 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).