Carve-Out Sample Clauses
A Carve Out clause serves to exclude specific items, obligations, or situations from the general terms or restrictions of a contract. In practice, this means that while a contract may impose broad limitations or requirements, the carve out will identify particular cases where those limitations do not apply—such as exempting certain transactions, parties, or liabilities from a non-compete or indemnity provision. The core function of a carve out is to provide flexibility and clarity by ensuring that the contract does not unintentionally restrict or include matters that the parties agree should be treated differently.
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Carve-Out. As used in this [Final/Interim] Order, the “Carve Out” means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under section 1930(a) of title 28 of the United States Code plus interest at the statutory rate (without regard to the notice set forth in (iii) below); (ii) all reasonable fees and expenses up to $[●] incurred by a trustee under section 726(b) of the Bankruptcy Code (without regard to the notice set forth in (iii) below); (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all unpaid fees and expenses (the “Allowed Professional Fees”) incurred by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and the Creditors’ Committee (if any) pursuant to section 328 or 1103 of the Bankruptcy Code (the “Committee Professionals” and, together with the Debtor Professionals, the “Professional Persons”) at any time before or on the first business day following delivery by the [Secured Notes Trustee] of a Carve Out Trigger Notice (as defined below), whether allowed by the Court prior to or after delivery of a Carve Out Trigger Notice; and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $[●] incurred after the first business day following delivery by the [Secured Notes Trustee] of the Carve Out Trigger Notice, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amounts set forth in this clause (iv) being the “Post-Carve Out Trigger Notice Cap”). For purposes of the foregoing, “Carve Out Trigger Notice” shall mean a written notice delivered by email (or other electronic means) by the [Secured Notes Trustee] to the Debtors, their lead restructuring counsel, the U.S. Trustee, and counsel to the Creditors’ Committee, which notice may be delivered following the occurrence and during the continuation of a [Termination Event] and upon termination of the Debtors’ right to use Cash Collateral by the [Secured Notes Trustee (acting at the direction of the requisite [Prepetition Secured Noteholders])], stating that the Post-Carve Out Trigger Notice Cap has been invoked.
Carve-Out. The claims granted hereunder to the Postpetition Lender, the Postpetition Liens and any claims or Liens ranking pari passu with or junior (including the claims and Liens provided for in Paragraph 9) in priority to such claims of the Postpetition Lender and the Postpetition Liens shall be subject to payment of the Carve-Out. As used in this Final Order, “Carve-Out” means the sum of (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 in the Borrower’s Chapter 11 Case, plus (ii) $167,000.00, plus (iii) the aggregate amount of the Borrower’s Allocated Share of any budgeted, accrued, but unpaid, fees and expenses of the Professionals 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 fees and expenses of Professionals. Prior to the Carve-Out Date, subject to entry of an appropriate order of the Bankruptcy Court (in form and substance reasonably acceptable to the Postpetition Lender), the Borrower shall be permitted to use proceeds of the Postpetition Loans to pay the Borrower’s Allocated Share of compensation and reimbursement of budgeted expenses allowed and payable to Professionals under sections
Carve-Out. Subject to the terms and conditions contained in this paragraph 9, the DIP Liens, the DIP Superpriority Claim, the Prepetition Liens, the Adequate Protection Liens and the Adequate Protection Superpriority Claim, which have the relative lien and payment priorities as set forth herein, shall, in any event, in all cases be subject and subordinate to a carve-out (the “Carve-Out”), which shall be comprised of the following: (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee pursuant to 28 U.S.C. § 1930(a), (ii) subject in all cases to the limitations set forth in the DIP Loan Documents and to Court approval, the sum of (A) and (B), where (A) is the aggregate amount of the Debtors’ professional fees and disbursements which have been incurred, accrued, or invoiced (but remain unpaid) prior to the date on which the DIP Agent provides written notice that an Event of Default has occurred and has triggered the Carve-Out (a “Carve Out Trigger Notice”) for any professional retained by an order of the Court under Section 327 or 328 of the Bankruptcy Code, and (B) is the aggregate amount of fees and disbursements of the Debtors’ retained professionals accrued after delivery of the Carve Out Trigger Notice, up to $5,500,000, and (iii) subject in all cases to the limitations set forth in the DIP Loan Documents and to Court approval, the sum of (C) and (D), where (C) is the aggregate amount, of any Committee’s, if one is so appointed, professional fees and disbursements which have been incurred, accrued or invoiced (but remain unpaid) prior to the receipt by the Committee of a Carve Out Trigger Notice for any professional retained by an order of the Court under Section 1102 of the Bankruptcy Code, and (D) is the aggregate amount of fees and disbursements of any Committee’s retained professionals accrued after delivery of the Carve Out Trigger Notice, up to $25,000. For the avoidance of any doubt, no success fee, transaction fee, or bonus incurred by the Debtors’ investment banker(s) or financial advisors, or any financial advisor retained by the Committee, shall be paid from the Carve-Out unless and until all other allowed hourly and monthly professional fees and disbursements have been paid in full in cash on a final basis, in all cases subject to the limitations set forth in the DIP Budget. No portion of the Carve-Out, no proceeds of the DIP Facility or DIP Extensions of Credit, and no proceeds of the Prepetition Col...
Carve-Out. (a) Permit, or permit any of its Subsidiaries to permit, any portion of the Carve-Out, any Cash Collateral or any proceeds of the Advances to be used for the payment of the fees and expenses of any Person incurred in challenging, or in relation to the challenge of, (i) any of the Lenders’ Liens or claims, or the initiation or prosecution of any claim or action against any Lender, including any claim under Chapter 5 of the Bankruptcy Code, in respect of any of the Prepetition Debt and (ii) any claims or causes of actions under the Prepetition Debt against the Lenders, their respective advisors, agents and sub-agents, including formal discovery proceedings in anticipation thereof, and/or challenging any Lien of the Lenders under the Prepetition Debt, or permit more than the applicable portion of the Carve-Out set forth in the Interim Borrowing Order and/or the Final Borrowing Order, any Cash Collateral or proceeds of the Advances to be used by any committee or any representative of the estate to investigate claims and/or Liens of the Lenders under the Prepetition Debt or (b) permit, or permit any of its Subsidiaries to permit, the Carve-Out, if and to the extent invoked pursuant to the Orders, to be allocated other than on an equal and ratable basis against the Prepetition Collateral.
Carve-Out. For ZGI Know-How and NN Know-How that were --------- the subject of an agreement between NN and [ * ] dated July 18, 1996, any commercialization license granted pursuant to SUBSECTION 4.4.1 above shall not include Commercialization Rights for [ * ]. In the event NN should for whatever reason and on whatever terms, agree with [ * ] to Terminate [ * ] rights and license under said agreement fully or in part, NN may, at its own discretion decide to offer certain rights to ZGI in respect of said know-how within the field of [ * ]. In such event, the parties shall in good faith negotiate the terms of such license to ZGI. In the event ZGI should for whatever reason and on whatever terms, agree with [ * ] to Terminate [ * ] rights and license under said agreement fully or in part, ZGI may, at its own discretion decide to offer certain rights to NN in respect of said know-how within the field of [ * ]. In such event, the parties shall in good faith negotiate the terms of such license to NN.
Carve-Out. The claims granted hereunder to the Postpetition Lender, the Postpetition Liens and any claims or Liens ranking pari passu with or junior in priority to such claims of the Postpetition Lender and the Postpetition Liens shall be subject to payment of the Carve-Out. As used in this Interim Order, “Carve-Out” means the sum of (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 in the Borrower’s Chapter 11 Case, plus (ii) $167,000.00, plus (iii) the aggregate amount of any budgeted, accrued, but unpaid, fees and expenses of the Professionals existing as of the Carve-Out Date to the extent previously or subsequently approved by the Bankruptcy Court in the Borrower’s Chapter 11 Case; provided that the Carve-Out may only be used for the payment of fees and expenses of Professionals to the extent
Carve-Out. The Employers agree that they will enter into a fixed time transitional letter of agreement for a period commencing from the first of the month following the date of ratification to a date 15 months later, during which the Salary Continuation protocol proposed by the Union will be used in cases where an employee has properly applied for E.I. coverage and a period in excess of four weeks has elapsed where no monies have been received. The letters as proposed by the Union will have to be executed in each instance. In no case will the “salary continuance” exceed the amount the employee would otherwise receive on a weekly basis from E.I.
Carve-Out. (a) The Pre-Petition Liens, the Post-Petition Liens and the Superpriority Claims shall be subject to the Carve-Out (as defined in the DIP Loan Agreement). In connection with (i) any sale, transfer or other disposition of all or any portion of the Pre-Petition Collateral or the Post-Petition Collateral or (ii) any plan of reorganization or liquidation to which the Lenders consent, any amount determined to be due and owing in respect of the Carve-Out (which, for purposes of this provision, shall include any Transaction Fee to the extent not paid from the proceeds of such sale, transfer or other disposition) shall be satisfied pursuant to Section 2.13(j) of the DIP Loan Agreement or otherwise.
(b) No liens or priority status, other than the Carve-Out, having a lien or administrative priority superior to or pari passu with those granted by this Interim Order to the Lenders, shall be granted without the written consent of the Lenders while any portion of the DIP Obligations remains outstanding.
(c) With respect to professional expenses incurred by the Debtors or the Committees, the Carve-Out also shall include any payments authorized to be made pursuant to any Bankruptcy Court-approved procedure for monthly or other payment of compensation or reimbursement of expenses, subject to the Budget; provided, however, that nothing contained herein shall be construed: (i) to exempt those persons hereafter receiving interim compensation payments or reimbursement of expenses pursuant to any such Bankruptcy Court-approved procedure from the applicable provisions of bankruptcy law, including the requirements that such compensation or reimbursement be allowed on a final basis after the filing of appropriate fee applications, and, if applicable, any subsequent order of this Court requiring that such payments be disgorged, and/or (ii) as consent to the allowance of any fees and expenses referred to above, and shall not affect any right of the Lenders to object to the reasonableness of such amounts;
(d) The Carve-Out shall not include, and neither Cash Collateral nor proceeds of any of the DIP Loans shall be used to request (i) the use of Cash Collateral or authority to sell or otherwise dispose of the Collateral without the Lenders’ prior written consent, and (ii) authorization to obtain postpetition loans or other financial accommodations pursuant to section 364(c) or (d) of the Bankruptcy Code, or otherwise, other than in accordance with the Budget or as expressly permitted ...
Carve-Out. Both parties agree to implement a carve-out program for Goods and Services performed by persons with disabilities to analyze the Agency For Persons With Disabilities' capability and capacity to manufacture Goods and/or perform Services. The initial mutually-established Carve-Out Goods and Services (“Carve-Out Items”) are listed in Exhibit A to this Agreement.
Carve-Out. The claims granted hereunder to the Postpetition Lender, the Postpetition Liens and any claims or Liens ranking pari passu with or junior (including the claims and Liens provided for in Paragraph 18) in priority to such claims of the Postpetition Lender and the Postpetition Liens shall be subject to payment of the Carve-Out. As used in this Interim Order, “Carve-Out” means the sum of (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 in the Borrower’s Chapter 11 Case, plus (ii) $167,000.00, plus (iii) the aggregate amount of the Borrower’s Allocated Share of any budgeted, accrued, but unpaid, fees and expenses of the Professionals 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 fees and expenses of Professionals. Prior to the Carve-Out Date, subject to entry