Carveouts definition
Examples of Carveouts in a sentence
In consideration of the Lender agreeing to make the Loan, and upon the terms and provisions hereof, the Carveout Obligor hereby irrevocably, absolutely and unconditionally guarantees the full and prompt payment to the Lender of the Indebtedness, to the extent, and only to the extent, of the amount of the Indebtedness which has arisen because the Lender has advanced funds or incurred expenses in respect of any of the Carveouts.
This Agreement has been duly executed and delivered by the Company and is, and each of the other Transaction Documents to which it is a party, when duly executed and delivered by the Company, will be, assuming due execution and delivery of the same by the relevant counterparties thereto, the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Carveouts.
This Agreement has been duly executed and delivered by it and is, and each of the Transaction Documents, when duly executed and delivered by it, will be, assuming due execution and delivery of the same by the relevant counterparties thereof, the legal, valid and binding obligation of it enforceable against it in accordance with its terms, subject to the Enforceability Carveouts.
Except for the Priming Liens, the Carveouts and the Sale Costs, Sellers have not incurred any Indebtedness or any other obligation that ranks senior to or pari passu with Sellers' obligations under the DIP Agreement.
Schedule 4.1(w) lists all Priming Liens that are senior in payment to Sellers' obligations under the DIP Agreement and Sellers' best estimate as of the Amendment Date of the projected amount of the Priming Liens, the Carveouts (by category) and the Sale Costs (by category) as of the Closing Date.
Without limiting the foregoing, each Carveout Access Easement with respect to an Environmental Condition (including Environmental Carveouts which are excluded from the purchase pursuant to the last sentence of Section 35) shall contain such reasonable rights of access, transportation, inspection, testing, monitoring and remediation in connection with such Environmental Carveout as are usual and customary with respect to such parcels.
For the avoidance of doubt, no Carveouts shall be considered in determining any Losses pursuant to Section 15.
This Agreement has been duly executed and delivered by Purchaser and is, and each of the other Transaction Documents to which it is a party, when duly executed and delivered by Purchaser and the other parties thereto, will be, the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, subject to the Enforceability Carveouts.
The Purchase Price shall be reduced by an amount equal to the sum of the (A) the fair market value of all of the Title Failure Carveouts (if any) and Title Objection Carveouts (if any), in each case, affecting Sold Timberlands, determined in accordance with Section 2.1(a)(iv), and (B) fair market value of all of the Adjustment Casualty Losses (if any) affecting Sold Timberlands and identified prior to the Closing Date pursuant to Section 2.1(b)(ii)(A), determined in accordance with Section 2.1(b)(iii).
Each VIE Contract is valid, in full force and effect, and constitutes the legal, valid and binding obligations of the contracting party, enforceable against such party in accordance with its terms, subject to the Enforceability Carveouts.