Vyaire - Motion to Assume and Assign Contracts to ZOLL Medical
- Date
- 2012-02-29
Summary
An Order Authorizing the Debtors to Assume and Assign Contracts to ZOLL Medical Corporation, filed December 9, 2024 as Doc 826 in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), jointly administered Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware. Entered on the motion at Docket No. 793 under section 365 of the Bankruptcy Code and Bankruptcy Rule 6006, the order grants the motion. It authorizes assumption and assignment of the Contracts listed on Exhibit 1 to Zoll Medical Corporation effective as of November 22, 2024, and makes the assignee responsible for cure costs. It finds the assignee has shown adequate assurance of future performance and relieves the Debtors of liability for later breaches. The three-page order is signed by United States Bankruptcy Judge Brendan L. Shannon.
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Full text
Case 24-11217-BLS Doc 826 Filed 12/09/24 Page 1 of 3
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re: ) Chapter 11
)
VYAIRE MEDICAL, INC., et al.,1 ) Case No. 24-11217 (BLS)
)
Debtors. ) (Jointly Administered)
)
) Re: Docket No. 793
)
ORDER AUTHORIZING THE DEBTORS TO ASSUME AND ASSIGN
CONTRACTS TO ZOLL MEDICAL CORPORATION
Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in possession
(collectively, the “Debtors”) for entry of an order (this “Order”), pursuant to section 365 of the
Bankruptcy Code and Bankruptcy Rule 6006, authorizing the Debtors to assume and assign the
Contracts to Zoll Medical Corporation (the “Assignee”), all as more fully set forth in the Motion;
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 this 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 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
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 defined herein have the meanings given to such terms in the Motion.
67696/0001-48855860
Case 24-11217-BLS Doc 826 Filed 12/09/24 Page 2 of 3
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 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 as set forth herein.
2. The Debtors are authorized to assume and assign the Contracts set forth on Exhibit
1 to the Assignee pursuant to sections 105(a) and 365 of the Bankruptcy Code, effective as of
November 22, 2024 (the “Effective Date”), and such Contracts are deemed assumed and assigned
to the Assignee without the need for any further Court order or the execution of any further
documents or other instruments.
3. The Assignee shall be responsible for any cure costs associated with the assumption
and assignment of the Contracts.
4. All defaults or other obligations under the Contracts arising prior to the Effective
Date (without giving effect to any acceleration clauses or any default provisions of the kind
specified in section 365(b)(2) of the Bankruptcy Code), if any, shall be deemed satisfied or waived
by the contract counterparties to such Contracts, and the contract counterparties shall be forever
barred, estopped, and permanently enjoined from asserting, imposing, charging or claiming against
the Debtors (i) that any amounts are due or any defaults exist, (ii) any counterclaim, defense, setoff,
or any other claim asserted or assertable against the Debtors, and (iii) any accelerations, assignment
2
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fees, increases, or any other fees as a result of the Debtors’ assumption and assignment of the
Contracts.
5. The Assignee has demonstrated adequate assurance of future performance and has
satisfied the requirements set forth in section 365(b)(1) of the Bankruptcy Code.
6. The contract counterparties to the Contracts shall be deemed to have consented to
the assumption and assignment of the Contracts under section 365(c)(1) of the Bankruptcy Code,
section 365(e)(2) of the Bankruptcy Code, or otherwise, and the Assignee shall enjoy all of the
rights and benefits under the assumed and assigned Contracts as of the Effective Date.
7. The Assignee shall be obligated to perform obligations, arising from or after the
Effective Date. The Debtors shall be relieved of any liability resulting from any subsequent breach
of the Contracts pursuant to section 365(k) of the Bankruptcy Code.
8. Notwithstanding the provisions of Bankruptcy Rule 6006(d), this Order shall be
effective immediately upon entry.
9. The Debtors are authorized to take all actions necessary to implement the relief
granted in this Order.
10. The Court shall retain jurisdiction with respect to all matters arising from or related
to the implementation of this Order.
Dated: December 9th, 2024 BRENDAN L. SHANNON
Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE
3
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- File
- gov.uscourts.deb.193283.826.0.pdf
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- 95,470 bytes
- SHA-256
- 89d523b8acb86bfb04670694bcc10912064620c021e281492c0d798c0073fcfe
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