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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
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)
)
)
Re: Docket No. 641
THIRD ORDER AUTHORIZING
THE DEBTORS TO REJECT CERTAIN EXECUTORY CONTRACTS
Pursuant to and in accordance with the Order (I) Authorizing and Approving Procedures
to Reject Executory Contracts and Unexpired Leases and (II) Granting Related Relief [Docket
No. 250] (the “Rejection Procedures Order”)
2 entered in the chapter 11 cases of the above-
captioned debtors and debtors in possession (collectively, the “Debtors”); and it appearing that
the Third Notice of Rejection of Certain Executory Contracts [Docket No. [●]] (the “Rejection
Notice”) satisfies the requirements set forth in the Rejection Procedures Order; 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 the United States Constitution; and this Court having found that
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 Rejection
Procedures Order.
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venue of this proceeding and the Rejection Notice 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 Rejection Notice
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 Rejection Notice and opportunity for a
hearing on the Rejection Notice were appropriate and no other notice need be provided; and this
Court having reviewed the Rejection Notice; and this Court having determined that the legal and
factual bases set forth in the Rejection Notice 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 Contracts set forth in Exhibit 1 attached hereto are hereby rejected as of the
Rejection Date.
2.
Any and all property located on the Debtors’ leased premises on the Rejection
Date of the applicable lease of nonresidential real property, including any personal property or
any tangible goods, shall be deemed abandoned pursuant to section 554 of the Bankruptcy Code,
as is, effective as of the Rejection Date. The applicable Rejection Counterparty or counterparties
may, in their sole discretion and without further order of this Court, utilize and/or dispose of such
property and, to the extent applicable, the automatic stay is modified to allow such disposition;
provided that, to the extent requested by the Rejection Counterparty, the Debtors shall be
permitted to abandon the Abandoned Property to such Rejection Counterparty to facilitate such
party’s use or disposal of such Abandoned Property.
3.
If any affected Rejection Counterparty to a Contract asserts a claim against the
Debtors arising from the rejection of the Contract, the counterparty must file a proof of claim on
or before the later of (i) the applicable deadline for filing proofs of claim established in these
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chapter 11 cases, and (ii) thirty (30) days after the entry of this Order. If no proof of claim is
timely filed, such claimant shall be forever barred from asserting a claim for damages arising
from the rejection and from participating in any distributions on such a claim that may be made
in connection with these chapter 11 cases.
4.
Nothing contained in the Rejection Notice or this order, and no action taken
pursuant to the relief requested or granted, 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 Rejection Notice or this order; (e) 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 (f) 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.
5.
All rights and defenses of the Debtors are preserved, including all rights and
defenses of the Debtors with respect to a claim for damages arising as a result of a Contract
rejection, including any right to assert an offset, recoupment, counterclaim, or deduction.
In addition, nothing in this order or the Rejection Notice shall limit the Debtors’ ability to
subsequently assert that any particular Contract is terminated and is no longer an executory
contract or unexpired lease, respectively.
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6.
Notice of the Rejection Notice as provided therein shall be deemed good and
sufficient notice of such Rejection Notice and the requirements of Bankruptcy Rule 6004(a) and
the Local Rules are satisfied by such notice.
7.
Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this order
are immediately effective and enforceable upon its entry.
8.
The Debtors are authorized to take all actions necessary to effectuate the relief
granted in this order.
9.
This Court retains jurisdiction with respect to all matters arising from or related to
the implementation, interpretation, and enforcement of this order.
BRENDAN L. SHANNON
UNITED STATES BANKRUPTCY JUDGE
Dated: November 14th, 2024
Wilmington, Delaware
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