Carve-Out. As used in this 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 $50,000 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 or accrued by persons or firms retained by the Debtors pursuant to section 327, 328, or 363 of the Bankruptcy Code (the “Debtor Professionals”) and any Committee 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 the day on which a Carve-Out Trigger Notice (as defined below) is given by the DIP Agent to the Debtors with a copy to counsel to the Committee (the day on which a Carve-Out Trigger Notice is so given, the “Trigger Notice Date”); and (iv) Allowed Professional Fees of Professional Persons in an aggregate amount not to exceed $2,750,000 incurred after the first business day following the Trigger Notice Date, to the extent allowed at any time, whether by interim order, procedural order, or otherwise (the amount set forth in this clause (iv) being the “Carve-Out Cap”). Such Carve-Out Cap may be incurred on behalf of the Debtor Professionals in an amount not to exceed $2,500,000 and on behalf of any Committee Professionals in an amount not to exceed $250,000 (other than any such fees and disbursements incurred in connection with the initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation against the agents or lenders under the Existing RBL Credit Facility, the Existing Second Lien Credit Facility, or the DIP Facility). For purposes of the foregoing, “Carve-Out Trigger Notice” shall mean a written notice delivered by the DIP Agent to the Debtors and their counsel, the Existing Second Lien Secured Parties and their counsel, the U.S. Trustee, and lead counsel to any Committee, which notice may be delivered following the occurrence and during the continuation of an Event of Default (as defined...
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. 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 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. (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. (a) Upon the occurrence of the Trigger Notice Date, the Borrower shall deposit amounts into the applicable Carve-Out Accounts as set forth in the DIP Order.
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 of
Carve-Out. (a) As used in this Interim Order, the term “
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. 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.
