Final Order (I) Authorizing The Payment

Source document: Final Order (I) Authorizing The Payment; document type: inspector-general-sigpr-reports.

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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

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In re:
)
Chapter 11

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VYAIRE MEDICAL, INC., et al.,1
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Case No. 24-11217 (BLS)

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Debtors.
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(Jointly Administered)

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Re:  Docket Nos. 13, 88
FINAL ORDER (I) AUTHORIZING THE PAYMENT
OF CERTAIN TAXES AND FEES AND (II) GRANTING RELATED RELIEF
Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in possession
(collectively, the “Debtors”) for the entry of a final order (this “Final Order”), (a) authorizing the
Debtors to (i) negotiate, remit, and pay (or use tax credits to offset) prepetition Taxes and Fees and
postpetition Taxes and Fees as they become due and owing in the ordinary course of business that
become payable during these chapter 11 cases including obligations arising on account of an Audit
or Assessment, and (ii) undertake the Tax Planning Activities; and (b) granting related relief,
all as more fully set forth in the Motion; and upon the First Day Declaration; and the United States
District Court for the District of Delaware has jurisdiction over this matter pursuant to 28 U.S.C.
§ 1334, which was referred to the Court under 28 U.S.C. § 157 and the Amended Standing Order
of Reference from the United States District Court for the District of Delaware, dated February 29,
2012; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2);
and this Court having found that this Court may enter a final order consistent with Article III of

1  The last four digits of Debtor Vyaire Medical, Inc.’s federal tax identification number are 6495.  A complete list
of each of the Debtors in these chapter 11 cases and each such Debtor’s federal tax identification number may be
obtained on the website of the Debtors’ claims and noticing agent at https://omniagentsolutions.com/Vyaire.  The
location of Debtor Vyaire Medical, Inc.’s principal place of business and the Debtors’ service address in these
chapter 11 cases is 26125 North Riverwoods Boulevard, Mettawa, Illinois, USA 60045.
2
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.
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the United States Constitution; and this Court having found that venue of this proceeding and the
Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having
found that the relief requested in the Motion is in the best interests of the Debtors’ estates, their
creditors, and other parties in interest; and this Court having found that the Debtors’ notice of the
Motion and opportunity for a hearing on the Motion were appropriate under the circumstances and
no other notice need be provided; and this Court having reviewed the Motion and having heard the
statements in support of the relief requested therein at a hearing before this Court (the “Hearing”);
and this Court having determined that the legal and factual bases set forth in the Motion and at the
Hearing establish just cause for the relief granted herein; and upon all of the proceedings had
before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY
ORDERED THAT:
1.
The Motion is granted on a final basis as set forth herein.
2.
The Debtors are authorized on a final basis to:  (a) negotiate, pay, and remit
(or use tax credits to offset), or otherwise satisfy the Taxes and Fees (including corresponding
Assessments) that arose or accrued prior to the Petition Date and that became due and owing in
the ordinary course of business during the interim period; and (b) negotiate, pay, and remit
(or use tax credits to offset) Taxes and Fees that arise or accrue in the ordinary course of business
on a postpetition basis—including, for the avoidance of doubt, posting collateral or a letter of credit
in connection with any dispute related to the Audits or Assessments or paying any Taxes and Fees
arising as a result of the Audits or Assessments; provided that notwithstanding anything to the
contrary herein or in the Motion, in the event the Debtors make a payment with respect to any
Taxes and Fees for the prepetition portion of any “straddle” amount, and this Court subsequently
determines such amount was not entitled to priority or administrative treatment under
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section 507(a)(8) or 503(b)(1)(B) of the Bankruptcy Code, the Debtors may (but shall not be
required to) seek an order from the Court requiring a return of such amounts.
3.
The Debtors are authorized to continue paying Taxes and Fees on behalf of certain
of their non-Debtor affiliates, including any prepetition amounts related thereto, in the ordinary
course of business during these chapter 11 cases, consistent with historical practices.
4.
The Debtors are further authorized to settle some or all of the prepetition Taxes and
Fees for less than their face amount without further notice or hearing.
5.
Notwithstanding anything to the contrary herein or in the Motion, the Debtors are
authorized to file amended tax returns, including for prepetition periods, and pay any Taxes and
Fees in connection therewith.
6.
Notwithstanding the relief granted herein or any actions taken hereunder, nothing
contained in this Final Order shall create any rights in favor of, or enhance the status of any claim
held by, any of the Authorities.
7.
Nothing in this Final Order authorizes the Debtors to accelerate any payments not
otherwise due and, for the avoidance of doubt, the Debtors shall not pay any Taxes and Fees before
such Taxes and Fees are due to the applicable Authority.
8.
To the extent that the Debtors have overpaid any Taxes and Fees, the Debtors are
authorized to seek a refund or credit.
9.
The Debtors, in consultation with the official committee of unsecured creditors (the
“Committee”) and the Ad Hoc Group, are further authorized to undertake the Tax Planning
Activities, as more fully described in the Motion.
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10.
The Debtors’ rights to contest the validity or priority of any Taxes and Fees on any
grounds they deem appropriate are reserved and extend to the payment of Taxes and Fees relating
to Audits that have been completed, are in progress, or arise from prepetition periods.
11.
The banks and financial institutions on which checks were drawn or electronic
payment requests made in payment of the prepetition obligations approved herein are authorized
to receive, process, honor, and pay all such checks and electronic payment requests when presented
for payment, and all such banks and financial institutions are authorized to rely on the Debtors’
designation of any particular check or electronic payment request as approved by this Final Order.
12.
The Debtors shall maintain a schedule of payments made pursuant to this Order,
including the following information: (a) the name(s) of the payee; (b) the date of the amount of
the payment; (c) the category or type of payment, and (d) the Debtor or Debtors that made the
payment.  The Debtors shall provide a copy of such schedule to the Committee and the Ad Hoc
Group upon a reasonable request.
13.
Nothing in the Motion or this Final Order waives or modifies the requirements of
the Restructuring Support Agreement, including, without limitation, the consent and consultation
rights contained therein, provided, however, that nothing in the Motion or this Final Order
constitutes Court approval of the Restructuring Support Agreement.
14.
Notwithstanding anything to the contrary contained herein, any payment to be made
hereunder, and any authorization contained herein, shall be subject to any interim and final orders,
as applicable, approving the use of such cash collateral and/or the Debtors’ entry into any
postpetition financing facilities or credit agreement, and any budgets in connection therewith
governing any such postpetition financing and/or use of cash collateral (each such order, a “DIP
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Order”).  To the extent there is any inconsistency between the terms of the DIP Order and any
action taken or proposed to be taken hereunder, the terms of the DIP Order shall control.
15.
Nothing contained in the Motion or this Final Order, and no action taken pursuant
to the relief requested or granted (including any payment made in accordance with this Final
Order), is intended as or shall be construed or deemed to be:  (a) an admission as to the amount,
validity or priority of, or basis for any claim against the Debtors under the Bankruptcy Code or
other applicable nonbankruptcy law; (b) a waiver of the Debtors’ or any other party in interest’s
right to dispute any claim on any grounds; (c) a promise or requirement to pay any particular claim;
(d) an implication, admission, or finding that any particular claim is an administrative expense
claim, other priority claim, or otherwise of a type specified or defined in the Motion or this Final
Order; (e) a request or authorization to assume, adopt, or reject any agreement, contract, or lease
pursuant to section 365 of the Bankruptcy Code; (f) an admission as to the validity, priority,
enforceability, or perfection of any lien on, security interest in, or other encumbrance on property
of the Debtors’ estates; or (g) a waiver or limitation of any claims, causes of action, or other rights
of the Debtors or any other party in interest against any person or entity under the Bankruptcy
Code or any other applicable law.
16.
The Debtors are authorized, but not directed, to issue postpetition checks, or to
effect postpetition fund transfer requests, in replacement of any checks or fund transfer requests
that are dishonored as a consequence of these chapter 11 cases with respect to prepetition amounts
owed in connection with the relief granted herein.
17.
Notice of the Motion as provided therein shall be deemed good and sufficient notice
of such Motion and the requirements of Bankruptcy Rule 6004(a) and the Local Rules are satisfied
by such notice.
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18.
Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Final
Order are immediately effective and enforceable upon its entry.
19.
The Debtors are authorized to take all actions necessary to effectuate the relief
granted in this Final Order in accordance with the Motion.
20.
This Court retains jurisdiction with respect to all matters arising from or related to
the implementation, interpretation, and enforcement of this Final Order.
BRENDAN L. SHANNON
UNITED STATES BANKRUPTCY JUDGE
Dated: July 9th, 2024
Wilmington, Delaware
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