Carve-Out means the following claims: (a) quarterly fees pursuant to 28 U.S.C. § 1930(a)(6), (b) fees payable to the clerk of the Bankruptcy Court and any agent thereof, (c) fees and disbursements incurred after a Carve-Out Event by the Loan Parties’ professionals (other than the Loan Parties’ ordinary course professionals) and the professionals of the Committee retained prior to the Exit Facilities Conversion Date (collectively, the “Professionals”) and, together with any expenses of members of the Committee, allowed by order of the Bankruptcy Court in the aggregate amount not to exceed $30,000,000, and (d) all fees and expenses of the kind described in the preceding clauses (a), (b) and (c) of this definition incurred prior to a Carve-Out Event but not yet paid to the extent such fees and expenses are approved by the Bankruptcy Court, subject to the right of the Administrative Agent, the Lenders and any other party in interest to object to the award of such fees and expenses; provided, however, that the Carve-Out shall not include, apply to, or be available for any fees or expenses incurred by any party, including the Loan Parties, any Committee or any Professional in connection with the investigation, initiation or prosecution of any Claims or Defenses (as defined in the DIP Order) against the Agents or the Lenders in their respective capacities as such; provided, further, that as long as no Event of Default shall occur and be continuing which entitles the Lenders or any Agent to exercise remedies against the Collateral and prior to the Exit Facilities Conversion Date, the Loan Parties shall be permitted to pay compensation and reimbursement of expenses allowed and payable under Sections 328, 330 and 331 of the Bankruptcy Code or otherwise pursuant to an order of the Bankruptcy Court, as the same may be due and payable, and the same shall not reduce the Carve-Out, subject to the right of the Administrative Agent, the Lenders and any other party in interest to object to such payments; provided, further, that in the event of any inconsistency in the definition of “Carve-Out” between the provisions of this Agreement and the DIP Order, the provisions of the DIP Order shall govern.
Carve-Out shall have the meaning set forth in Section 2.23.
Carve-Out has the meaning assigned to such term in the DIP Order.
Examples of Carve-Out in a sentence
The Agent shall be satisfied that it has been granted, and holds for the benefit of the Agent and the Lenders, perfected, (i) first priority Liens on, and security interests in, all of the DIP Senior Collateral, subject to the Carve-Out, and (ii) junior priority Liens on, and security interests in, all of the DIP Junior Collateral, subject to the Carve-Out, the Prepetition Term Loan Liens and Permitted Prior Liens.
More Definitions of Carve-Out
Carve-Out has the meaning set forth in the DIP Order.
Carve-Out as defined in the Interim Order or the Final Order, as applicable.
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 has the meaning specified in the Financing Orders.
Carve-Out has the meaning specified in Section 9.01(a).
Carve-Out has the meaning set forth in the Final DIP Order.
Carve-Out shall have the meaning provided in the Final DIP Order.