Motion Of Debtors For Entry Of Interim

Date: 2024-06-10

Summary

A motion filed June 10, 2024 as Doc 13 in In re Vyaire Medical, Inc., et al., Case No. 24-11217, a Chapter 11 case in the U.S. Bankruptcy Court for the District of Delaware. The debtors ask for interim and final orders authorizing them to pay certain taxes and fees in the ordinary course, including obligations arising from audits or assessments, and to undertake tax planning activities. The motion cites sections 105(a), 363(b), 507(a)(8), 541 and 1107 of the Bankruptcy Code and states that the petition date was June 9, 2024. It estimates approximately $3,440,000 in taxes and fees outstanding as of the petition date, approximately $1,130,000 of which will be owed during the first 30 days, broken out by category. The 49-page filing closes with Exhibit C, a schedule of state tax authorities and tax types.

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Full text

Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 1 of 49

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 ( )
)
Debtors. ) (Joint Administration Requested)
)

MOTION OF DEBTORS FOR ENTRY OF INTERIM
AND FINAL ORDERS (I) AUTHORIZING THE PAYMENT
OF CERTAIN TAXES AND FEES AND (II) GRANTING RELATED RELIEF

The above-captioned debtors and debtors in possession (collectively, the “Debtors” and,

each, a “Debtor”) state as follows in support of this motion:2

Relief Requested

1. The Debtors seek entry of interim and final orders, substantially in the forms

attached hereto as Exhibit A and Exhibit B (respectively, the “Interim Order” and “Final

Order”), authorizing the Debtors to (a) negotiate, remit, and pay (or use tax credits to offset) Taxes

and Fees (as defined below) in the ordinary course of business that are payable or become payable

during these chapter 11 cases, including obligations arising on account of an Audit (as defined

below) or Assessment (as defined below), without regard to whether such obligations accrued or

arose before, on, or after the Petition Date (as defined below), and (b) undertake the Tax Planning

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’ proposed 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
A detailed description of the Debtors and their business, including the facts and circumstances giving rise to the
Debtors’ chapter 11 cases, is set forth in the Declaration of John Bibb, Group Chief Executive Officer of Vyaire
Medical, Inc., in Support of Chapter 11 Filing and First Day Motions (the “First Day Declaration”), filed
contemporaneously herewith and incorporated by reference herein. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the First Day Declaration.
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 2 of 49

Activities (as defined below). In addition, the Debtors request that the Court schedule a final

hearing approximately 21 days from the Petition Date.

Jurisdiction and Venue

2. 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 United States Bankruptcy Court

for the District of Delaware (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. The Debtors confirm their consent, pursuant to rule 9013-1(f) of the Local Rules of

Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of

Delaware (the “Local Rules”), to the entry of a final order by the Court in connection with this

motion to the extent that it is later determined that the Court, absent consent of the parties, cannot

enter final orders or judgments in connection herewith consistent with Article III of the United

States Constitution.

3. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

4. The statutory bases for the relief requested herein are sections 105(a), 363(b),

507(a)(8), 541, and 1107 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532

(the “Bankruptcy Code”), rules 6003 and 6004 of the Federal Rules of Bankruptcy Procedure

(the “Bankruptcy Rules”), and Local Rules 2002-1 and 9013-1.

Background

5. Vyaire Medical, Inc., together with its direct and indirect subsidiaries (collectively,

“Vyaire” or the “Company”), is a global company focused on developing products and providing

related services for the diagnosis, treatment, and monitoring of various cardiology, pulmonology,

and respiratory health conditions. With a 70-year history of pioneering breathing technology, the

integrated solutions offered by the Company help enable, enhance, and extend

2
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lives. Headquartered in Mettawa, Illinois, Vyaire operates approximately 27 offices and

manufacturing facilities, and employs approximately 950 individuals around the world.

The Company has a global reach, and Vyaire products are available in more than 100 countries.

Its customers are the hospitals, health centers, and private practice facilities delivering

life-enhancing products and services to patients every day.

6. On June 9, 2024 (the “Petition Date”), Vyaire Medical, Inc. and certain of its

subsidiaries filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The

Debtors are operating their business and managing their property as debtors in possession pursuant

to sections 1107(a) and 1108 of the Bankruptcy Code. Concurrently with the filing of this motion,

the Debtors filed a motion requesting procedural consolidation and joint administration of these

chapter 11 cases pursuant to Bankruptcy Rule 1015(b). No request for the appointment of a trustee

or examiner has been made in these chapter 11 cases, and no official committees have been

appointed or designated.

Taxes and Fees Overview

7. In the ordinary course of business, the Debtors collect, withhold, and incur:

(a) income taxes; (b) franchise taxes; (c) property taxes; (d) sales and use taxes; (e) customs and

import duties; (f) regulatory taxes and fees, as well as other governmental taxes, fees, assessments,

interest, penalties, and additions to tax; and (g) fees to various third party tax services providers

(collectively, the “Taxes and Fees”).3 The Debtors pay or remit, as applicable, the Taxes and Fees

to various governmental authorities (each, an “Authority” and, collectively, the “Authorities”) on

3
Other than with respect to any potential Audits or Assessments (as defined below,) this motion does not seek
relief with respect to the Debtors’ collection and remittance of employee-related taxes and withholdings, which
are instead addressed in the Motion of Debtors for Entry of Interim and Final Orders (I) Authorizing the Debtors
to Pay (A) Prepetition Wages, Salaries, Other Compensation, and Reimbursable Expenses and (B) Continue
Employee Benefits Programs, and (II) Granting Related Relief, filed contemporaneously herewith.

3
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a periodic basis (monthly, quarterly, semi-annually, or annually) depending on the nature and

incurrence of a particular Tax or Fee and as required by applicable laws and regulations.

A schedule identifying the Authorities is attached hereto as Exhibit C.4 The Debtors generally,

but not exclusively, pay and remit Taxes and Fees through electronic transfers that are processed

through their banks and other financial institutions or service providers. From time to time, the

Debtors may also receive tax credits for overpayments or refunds with respect to Taxes and Fees.

The Debtors generally use these credits in the ordinary course of business to offset against future

Taxes and Fees or cause the amount of such credits to be refunded to the Debtors.

8. Additionally, the Debtors are subject to, and may become subject to further, routine

audit investigations on account of tax returns and/or tax obligations (“Audits”) during these

chapter 11 cases, including as a result of any voluntary disclosure agreements or similar procedural

mechanisms (if applicable). Audits may result in additional prepetition Taxes and Fees being

assessed against the Debtors (such additional Taxes and Fees, “Assessments”).5 Critically, in

certain of the jurisdictions where the Debtors operate, the Debtors must be able to accept a

proposed resolution of an Audit and make a payment with respect to such resolution in a timely

manner. The Debtors seek authority to pay or remit tax obligations on account of any Assessments

as they arise in the ordinary course of the Debtors’ business, including as a result of any resolutions

of issues addressed in an Audit.

4
Although Exhibit C is intended to be comprehensive, the Debtors may have inadvertently omitted Authorities
from Exhibit C. The Debtors request relief with respect to Taxes and Fees payable to all Authorities, regardless
of whether such Authority is specifically identified in Exhibit C.
5
Nothing in this motion, or any related order, constitutes or should be construed as an admission of liability by the
Debtors with respect to any Audit or Assessment. The Debtors expressly reserve all rights with respect to any
Audit and the right to contest any Assessments claimed to be due as a result of any Audit.

4
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9. The Debtors seek authority to pay and remit all prepetition and postpetition

obligations on account of Taxes and Fees, including: (a) Taxes and Fees that accrue or are incurred

postpetition; (b) Taxes and Fees that have accrued or were incurred prepetition but were not paid

prepetition, or were paid in an amount less than actually owed; (c) payments made by the Debtors

prepetition that were lost or otherwise not received in full by any of the Authorities; and (d) Taxes

and Fees incurred for prepetition periods that become due and payable after the commencement of

these chapter 11 cases, including as a result of Audits. In addition, for the avoidance of doubt, the

Debtors seek authority to pay Taxes and Fees for so-called “straddle” periods.6

10. Finally, the Debtors seek authority to undertake certain typical activities related to

tax planning, and to pay Taxes and Fees related thereto, including (a) converting Debtor entities

from one form to another (e.g., converting an entity from a corporation to a limited liability

company) via conversion, merger, or otherwise (“Entity Conversions”); (b) making certain tax

elections (including with respect to the tax classification of Debtor entities) (“Entity Classification

Elections”); (c) changing the position of Debtor entities within the Debtors’ corporate structure

(“Entity Movements”); and (d) modifying or resolving intercompany claims and moving assets or

liabilities among Debtor entities if doing so will not alter the substantive rights of the Debtors’

stakeholders in these chapter 11 cases (“Asset and Liability Movements” and, together with the

Entity Conversions, Entity Classification Elections, and Entity Movements, the “Tax Planning

Activities”).

6
The Debtors reserve their rights with respect to the proper characterization of any “straddle” Taxes and Fees and
to seek reimbursement of any portion of any payment made that ultimately is not entitled to administrative or
priority treatment.

5
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11. The Debtors estimate that approximately $3,440,000 in Taxes and Fees is

outstanding as of the Petition Date, approximately $1,130,000 of which will be owed during the

first 30 days of these chapter 11 cases. These amounts are summarized below:7

Approximate
Approximate Amount Accrued
Amount Accrued and Owing During
Category Description
and Unpaid as of the First 30 Days
Petition Date of these
Chapter 11 Cases

Income Taxes The Debtors pay income, $900,000 $0
withholding, or similar taxes to
federal, state, and local Authorities
in the United States, as well as to
multiple Authorities outside of the
United States. The amount of
income taxes incurred is based on
the jurisdictions in which the
Debtors do business, generally
payable on a quarterly basis.

Franchise Taxes The Debtors pay certain franchise $440,000 $200,000
taxes that are required for the
Debtors to conduct business in the
ordinary course and comply with
state and local laws. Such franchise
taxes are accrued and paid on a
quarterly or annual basis.

Property Taxes The Debtors incur taxes related to $200,000 $0
certain real and personal property
holdings, payable as such taxes
come due in the ordinary course of
business, on either a quarterly or
annual basis.

Sales and Use Taxes The Debtors collect and remit sales $90,000 $90,000
taxes, use taxes, and related taxes
and fees to the Authorities in
various jurisdictions in connection
with the sale of goods or services in
such jurisdictions. Generally, the
Debtors accrue sales and use taxes
to the relevant Authorities monthly
and remit or pay such taxes on a
monthly basis.

7
The Debtors cannot predict the amounts of any potential Assessments that may result from Audits, if any.
Accordingly, the Debtors’ estimate of outstanding Taxes and Fees as of the Petition Date does not include any
amounts relating to potential Assessments.

6
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 7 of 49

Approximate
Approximate Amount Accrued
Amount Accrued and Owing During
Category Description
and Unpaid as of the First 30 Days
Petition Date of these
Chapter 11 Cases

Customs and Import The Debtors remit taxes and related $110,000 $110,000
Duties fees to Authorities imposed for
importing goods from outside the
United States.

Regulatory and The Debtors pay Taxes and Fees $700,000 $400,000
Other Taxes and related to compliance with
Fees regulatory requirements, including
periodic licensing, permitting,
reporting, and similar requirements,
generally payable on an annual
basis, depending on the specific Tax
or Fee.

Tax Services The Debtors pay Taxes and Fees $1,000,000 $330,000
Providers related to their use of third-party tax
service providers in the ordinary
course of business. Such services
include, among others, calculating
Sales and Use Taxes and remitting
taxes to the Authorities on the
Debtors’ behalf.

Audits The Debtors are currently subject to Undetermined Undetermined
ongoing unclaimed property tax
audit investigations and may be
subject to further investigations on
account of tax returns and/or tax
obligations in prior years. This
figure also includes assessments
that may already have been made
but are being contested in
appropriate judicial or
administrative proceedings, as well
as amounts that may need to be
posted as collateral to contest
asserted assessment amounts.

Total $3,440,000 $1,130,000

12. Any failure by the Debtors to pay the Taxes and Fees could materially disrupt the

Debtors’ business operations in several ways, including (but not limited to): (a) the Authorities

may initiate Audits of the Debtors, which would unnecessarily divert the Debtors’ attention from

these chapter 11 cases; (b) the Authorities may attempt to suspend the Debtors’ operations, file

7
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liens, seek to lift the automatic stay, and/or pursue other remedies that will harm the Debtors’

estates; and (c) in certain instances, certain of the Debtors’ directors and officers could be subject

to claims of personal liability, which would likely distract those key individuals from their duties

related to the Debtors’ chapter 11 cases. Taxes and Fees not paid on the due date as required by

law may result in fines and penalties, the accrual of interest, or both. In addition, nonpayment of

the Taxes and Fees may give rise to priority claims under section 507(a)(8) of the Bankruptcy

Code. The Debtors also collect and hold certain outstanding tax liabilities in trust for the benefit

of the applicable Authorities, and these funds may not constitute property of the Debtors’ estates.

Risking any of these negative outcomes is unnecessary. Accordingly, the Debtors seek authority

to pay the Taxes and Fees and Assessments as they become due, and to engage in Tax Planning

Activities, as necessary.

I. Income Taxes.

13. The Debtors incur and are required to pay the relevant Authorities various state,

local, federal, and foreign income taxes, as applicable (collectively, the “Income Taxes”), in the

jurisdictions where the Debtors operate. The Debtors generally remit Income Taxes to relevant

Authorities in accordance with the statutory requirements of each applicable jurisdiction (e.g., on

a quarterly basis). In some jurisdictions, the Debtors remit to the relevant Authorities estimated

amounts with respect to Income Taxes, resulting in tax credits or overpayments that may be

refunded to the Debtors in certain circumstances. In 2023, the Debtors remitted approximately

$430,000 in Income Taxes to the applicable Authorities.

14. As of the Petition Date, the Debtors owe approximately $900,000 on account of

Income Taxes to the applicable Authorities, none of which is currently payable or will be payable

during the first 30 days of these chapter 11 cases. The Debtors request authority to satisfy any

8
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amounts owed on account of such Income Taxes that are due and owing as of the Petition Date or

may become due and owing in the ordinary course of business during these chapter 11 cases.

II. Franchise Taxes.

15. The Debtors are required to pay various franchise taxes in the ordinary course to

conduct their businesses pursuant to state and local laws (the “Franchise Taxes”). Franchise Taxes

are generally accrued and paid quarterly or annually. In 2023, the Debtors remitted approximately

$620,000 in Franchise Taxes to the applicable Authorities.

16. As of the Petition Date, the Debtors owe approximately $440,000 on account of

Franchise Taxes to the applicable Authorities, of which approximately $200,000 is currently

payable or will be payable during the first 30 days of these chapter 11 cases. The Debtors request

authority to satisfy any amounts owed on account of Franchise Taxes that are due and owing as of

the Petition Date or may become due and owing in the ordinary course of business during these

chapter 11 cases.

III. Property Taxes.

17. State and local laws in various jurisdictions generally grant Authorities the power

to levy property taxes against the Debtors’ properties, and the Debtors pay property taxes in various

jurisdictions on account of the Debtors’ real and personal property located in such jurisdictions

(collectively, the “Property Taxes”). To avoid the imposition of statutory liens on their real and

personal property, the Debtors pay the Property Taxes in the ordinary course of business as they

accrue or on a monthly, quarterly, or annual basis. In 2023, the Debtors remitted approximately

$450,000 in Property Taxes to the applicable Authorities.

18. As of the Petition Date, the Debtors estimate that approximately $200,000 in

Property Taxes will have accrued and remain unpaid to the relevant Authorities, none of which is

currently payable or will be payable during the first 30 days of these chapter 11 cases. The Debtors

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request authority to satisfy any amounts owed on account of Property Taxes that are due and owing

as of the Petition Date or that may become due and owing in the ordinary course of business during

these chapter 11 cases.

IV. Sales and Use Taxes.

19. The Debtors operate international businesses with operations in North America,

Europe, Asia, and Australia. In connection with these operations, the Debtors incur, collect, and

remit to relevant Authorities sales and use taxes to the Authorities for the sale, purchase, and use

of goods and services, and the value added to such goods and services (including interest and

penalties on any late payments, collectively, the “Sales and Use Taxes”). Sales and Use Taxes are

general consumption taxes charged at either the point of purchase for goods and services or the

point of sale of goods and services, which are usually set by the relevant Authority as a percentage

of the retail price of the good or service purchased. In some jurisdictions, the Debtors remit to

relevant Authorities estimated amounts with respect to Sales and Use Taxes resulting in tax credits

or overpayments that may be refunded to the Debtors in certain circumstances. When Sales and

Use Taxes are incurred at the point of purchase, vendors frequently include the applicable Sales

and Use Taxes on the invoices payable by the Debtors. The process by which the Debtors remit

Sales and Use Taxes varies depending on the Authority. The Debtors generally accrue Sales and

Use Taxes monthly and remit such taxes on a monthly basis. The process by which the Debtors

remit Sales and Use Taxes varies depending on the Authority. In 2023, the Debtors remitted

approximately $1,100,000 in aggregate Sales and Use Taxes to the Authorities.

20. As of the Petition Date, the Debtors estimate that they have incurred or collected

approximately $90,000 in Sales and Use Taxes that have not been remitted to the relevant

Authorities, approximately $90,000 is currently payable or will be payable during the first 30 days

10
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of these chapter 11 cases.8 The Debtors request authority to satisfy any amounts owed on account

of Sales and Use Taxes that are due and owing as of the Petition Date or may become due and

owing in the ordinary course of business during these chapter 11 cases.

V. Customs and Import Duties.

21. The Debtors incur certain duty and excise taxes related to the purchase and sale of

goods from or in foreign jurisdictions (the “Customs and Import Duties”). In 2023, the Debtors

paid approximately $1,320,000 in aggregate Customs and Import Duties to the applicable

Authorities. As of the Petition Date, the Debtors estimate that they owe approximately $110,000

in Customs and Import Duties, all of which is currently payable or will be payable during the first

30 days of these chapter 11 cases. The Debtors request authority to satisfy any amounts owed on

account of Customs and Import Duties that may become due and owing in the ordinary course of

business during these chapter 11 cases.

VI. Regulatory and Other Taxes and Fees.

22. The Debtors incur, in the ordinary course of business, certain regulatory

assessments, permitting, licensing and other operational taxes and fees, including fees related to

certain regulations, and other miscellaneous taxes and fees (collectively, “Regulatory and Other

Taxes and Fees”). The Debtors generally remit Regulatory and Other Taxes and Fees to the

relevant Authorities on an annual basis. In 2023, the Debtors have paid approximately $1,380,000

in Regulatory and Other Taxes and Fees.

23. As of the Petition Date, the Debtors estimate that approximately $700,000 in

Regulatory and Other Taxes and Fees will have accrued and remain unpaid to the relevant

8
Certain authorities require the Debtors to remit outstanding Sales and Use Taxes to third-party vendors that in
turn remit such Sales and Use Taxes to the applicable Authorities on behalf of the Debtors. For the avoidance of
doubt, the Debtors request authority herein to remit such Sales and Use Taxes to the applicable third-party vendors
to then in turn remit Sales and Use Taxes to the applicable Authorities on behalf of the Debtors.

11
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Authorities, $400,000 of which is currently payable or will be payable during the first 30 days of

these chapter 11 cases. The Debtors request authority to satisfy any amounts owed on account of

Regulatory and Other Taxes and Fees that are due and owing as of the Petition Date and may

become due and owing in the ordinary course of business during these chapter 11 cases.

VII. Tax Service Providers.

24. The Debtors use, in the ordinary course of business, third-party tax service

providers (the “Tax Service Providers”) to facilitate payment of certain Taxes and Fees. Such

services include, among others, preparing and filing the Sales and Use Tax, and federal and state

Income Tax returns, preparing and filing transfer pricing reports, consulting on unclaimed property

taxes, and consulting on foreign tax compliance (collectively, “Administrative Services”). In

2023, the Debtors paid approximately $550,000 in aggregate fees to the Tax Service Providers on

account of the Administrative Services. As of the Petition Date, the Debtors estimate that they

owe approximately $1,000,000 in prepetition amounts owed to the Tax Service Providers for the

Administrative Services, $330,000 of which is currently payable or will be payable during the first

30 days of these chapter 11 cases. Accordingly, the Debtors seek authority to satisfy any fees or

amounts owed on account of the Administrative Services provided by the Tax Service Providers

that are due and owing as of the Petition Date or that may become due and owing in the ordinary

course of business during these chapter 11 cases.

25. The Debtors believe that continuing the services of the Tax Service Providers is

necessary to assure the Debtors’ compliance with the taxing requirements of various Authorities.

Additionally, the Tax Service Providers reduce the risk of having to pay reinstatement fees,

penalties, or interest on missed payments. Accordingly, the Debtors request authority to continue

paying the Tax Service Providers’ fees for their services in the ordinary course of business during

these chapter 11 cases.

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VIII. Audits.

26. The Debtors are currently subject to certain Audit investigations and may be subject

to future Audits, which may result in additional prepetition Taxes and Fees being assessed against

the Debtors during the pendency of these chapter 11 cases. Specifically, three tax authorities

commenced an Audit on the Debtor and certain of its subsidiaries regarding unclaimed property.

Such Audits may result in additional prepetition Taxes and Fees being assessed against the Debtors

during the pendency of these chapter 11 cases.

27. As of the Petition Date, the Debtors are not aware of any amounts owed on account

of the Audits or with respect to financial reserve positions for potential exposures in connection

with current or future Audits. Nevertheless, out of abundance of caution, the Debtors seek

authority to pay or remit tax obligations on account of Audits as they arise in the ordinary course

of the Debtors’ business, including as a result of any resolutions of issues addressed in an Audit.

Basis for Relief

I. Certain Taxes and Fees May Not Be Property of the Debtors’ Estates.

28. Section 541(d) of the Bankruptcy Code provides, in relevant part, that “[p]roperty

in which the debtor holds, as of the commencement of the case, only legal title and not an equitable

interest . . . becomes property of the estate under subsection (a)(1) or (2) of this section only to the

extent of the debtors’ legal title to such property, but not to the extent of any equitable interest in

such property that the debtor does not hold.” 11 U.S.C. § 541(d). Certain Taxes and Fees are

collected or withheld by the Debtors on behalf of the applicable Authorities and are held in trust

by the Debtors. See, e.g., 26 U.S.C. § 7501 (stating that certain taxes and fees are held in trust);

Begier v. Internal Revenue Serv., 496 U.S. 53, 57–60 (1990) (holding that certain taxes are

property held by the debtor in trust for another and, as such, do not constitute property of the

estate); In re Shank, 792 F.2d 829, 833 (9th Cir. 1986) (holding that a sales tax required by state

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law to be collected by seller from their customers is a “trust fund” tax and not released by

bankruptcy discharge). For example, all U.S. federal internal revenue tax withheld is considered

to be held in a special fund in trust for the United States. Begier, 496 U.S. at 60. Because the

Debtors may not have an equitable interest in funds held on account of “trust fund” Taxes and

Fees, the Debtors should be permitted to pay those funds to the applicable Authorities as they come

due.9

II. Certain Taxes and Fees May Be Priority Claims Entitled to Priority Treatment Under
the Bankruptcy Code.

29. Claims on account of certain Taxes and Fees may be priority claims entitled to

payment before general unsecured claims. See 11 U.S.C. § 507(a)(8) (describing taxes entitled to

priority treatment). To the extent that such amounts are entitled to priority treatment under the

Bankruptcy Code, the respective Authorities may attempt to assess fees, interest, and penalties if

such amounts are not paid. See id. § 507(a)(8)(G) (granting eighth priority status to “a penalty

related to a claim of a kind specified in this paragraph and in compensation for actual pecuniary

loss”). Claims entitled to priority status pursuant to section 507(a)(8) of the Bankruptcy Code

must be paid in full under a confirmable plan pursuant to section 1129(a)(9)(C) of the Bankruptcy

Code. Therefore, payment of certain of the Taxes and Fees at this time only affects the timing of

the payment for the amounts at issue and will not unduly prejudice the rights and recoveries of

junior creditors. See In re Equalnet Commc’ns Corp., 258 B.R. 368, 369 (Bankr. S.D. Tex. 2000)

(“[C]ertain types of claims enjoy a priority status in addition to being sometimes critical to the

ongoing nature of the business. For instance . . . certain tax claims are both priority claims in

whole or in part. The need to pay these claims in an ordinary course of business time-frame is

9
For clarity, the Debtors are requesting authority to pay the Taxes and Fees as provided herein regardless of
whether such Taxes and Fees constitute trust fund obligations.

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simple common sense.”). Payment of Taxes and Fees will likely give Authorities no more than

that to which they otherwise would be entitled under a chapter 11 plan and will save the Debtors

the potential interest expense, legal expense, and penalties that might otherwise accrue on the

Taxes and Fees during these chapter 11 cases.

III. Payment of Taxes and Fees and Undertaking the Tax Planning Activities as Provided
Herein Is a Sound Exercise of the Debtors’ Business Judgment.

30. Courts have recognized that it is appropriate to authorize the payment of prepetition

obligations where necessary to protect and preserve the estate, including an operating business’s

going-concern value. See, e.g., In re Just for Feet, Inc., 242 B.R. 821, 825–26 (D. Del. 1999);

In re Motor Coach Indus. Intern., Inc., 2009 WL 990993 *2 n.5 (D. Del Feb. 10, 2009); see also

In re CoServ, L.L.C., 273 B.R. 487, 497 (Bankr. N.D. Tex. 2002); In re Ionosphere Clubs, Inc.,

98 B.R. 174, 175–76 (Bankr. S.D.N.Y. 1989); Armstrong World Indus., Inc. v. James A. Phillips,

Inc., 29 B.R. 391, 398 (S.D.N.Y. 1983). In so doing, these courts acknowledge that several legal

theories rooted in sections 105(a) and 363(b) of the Bankruptcy Code support the payment of

prepetition claims.

31. Section 363(b) of the Bankruptcy Code permits a bankruptcy court, after notice and

a hearing, to authorize a debtor to “use, sell, or lease, other than in the ordinary course of business,

property of the estate[.]” 11 U.S.C. § 363(b)(1). “In determining whether to authorize the use,

sale or lease of property of the estate under this section, courts require the debtor to show that a

sound business purpose justifies such actions.” In re Culp, 550 B.R. 683, 697 (D. Del. 2015)

(citations omitted); see also In re ICL Holding Co., Inc., 802 F.3d 547, 551 (3d Cir. 2015);

Dai-Ichi Kangyo Bank, Ltd. v. Montgomery Ward Holding Corp. (In re Montgomery Ward

Holding Corp.), 242 B.R. 147, 153 (D. Del. 1999) (collecting cases).

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32. Courts also authorize payment of prepetition claims in appropriate circumstances

based on section 105(a) of the Bankruptcy Code. Section 105(a) of the Bankruptcy Code codifies

a bankruptcy court’s inherent equitable powers to “issue any order, process, or judgment that is

necessary or appropriate to carry out the provisions of this title.” 11 U.S.C. § 105(a). Under

section 105(a), courts may authorize pre-plan payments of prepetition obligations when essential

to the continued operation of a debtor’s businesses. See Just for Feet, 242 B.R. at 825−26.

Specifically, a court may use its power under section 105(a) of the Bankruptcy Code to authorize

payment of prepetition obligations pursuant to the “necessity of payment” rule (also referred to as

the “doctrine of necessity”). See id. at 824−26. A bankruptcy court’s use of its equitable powers

to “authorize the payment of prepetition debt when such payment is needed to facilitate the

rehabilitation of the debtor is not a novel concept.” Ionosphere Clubs, 98 B.R. at 175–76 (citing

Miltenberger v. Logansport, C. & S.W. Ry. Co., 106 U.S. 286 (1882)). The Bankruptcy Code

authorizes the postpetition payment of prepetition claims when the payments are critical to

preserving the going-concern value of the debtor’s estate, as is the case here. See, e.g., CoServ,

273 B.R. at 497 (“[I]t is only logical that the bankruptcy court be able to use [s]ection 105(a) of

the [Bankruptcy] Code to authorize satisfaction of the prepetition claim in aid of preservation or

enhancement of the estate.”). Indeed, at least two courts have recognized that there are instances

when a debtor’s fiduciary duty can “only be fulfilled by the preplan satisfaction of a prepetition

claim.” Id. See also In re Pioneer Health Servs., Inc., 570 B.R. 228, 234 (Bankr. S. D. Miss. 2017).

33. The Debtors’ timely payment of the Taxes and Fees is critical to their continued

and uninterrupted operations. If certain Taxes and Fees remain unpaid, the Authorities may seek

to recover such amounts directly from the Debtors’ directors, officers, or employees, thereby

distracting such key personnel from the administration of these chapter 11 cases.

16
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 17 of 49

See, e.g., Schmehl v. Helton, 662 S.E.2d 697, 707 (W. Va. 2008) (noting that corporate officers

may be held responsible for payment of certain corporate taxes); In re Am. Motor Club, Inc.,

139 B.R. 578, 581–83 (Bankr. E.D.N.Y. 1992) (citing United States v. Energy Res. Co.,

495 U.S. 545 (1990)) (stating “[i]f the employer fails to pay over the trust fund taxes, the IRS may

collect an equivalent amount directly from officers or employees of the employer who are

responsible for collecting the tax” and finding director personally liable for unpaid taxes). Any

collection action on account of such amounts, and any potential ensuing liability, would distract

the Debtors and their personnel to the detriment of the Debtors’ estates and all parties in interest.

The dedicated and active participation of the Debtors’ officers and employees is integral to the

Debtors’ continued operations and the orderly administration and ultimately the success of these

chapter 11 cases.10

34. Additionally, the Debtors’ failure to timely pay Taxes and Fees may result in

increased tax liability for the Debtors if interest and penalties accrue on the unpaid Taxes and Fees.

Such a result would be contrary to the best interests of the Debtors’ estates and all stakeholders.

Accordingly, the Court should authorize the Debtors to pay all prepetition and postpetition

obligations on account of Taxes and Fees, including any Assessments, and undertake the Tax

Planning Activities.

35. Courts in this district and elsewhere routinely approve relief similar to that

requested herein. See, e.g., In re Appgate, Inc., No. 24-10956 (CTG) (Bankr. D. Del. May 28,

2024) (authorizing debtors to pay prepetition taxes and fees in the ordinary course of business);

10
Nothing herein is a concession that the Debtors’ officers, directors, or employees would have personal liability
for unpaid taxes. However, the threat of such collection efforts, even if ultimately unwarranted, would be a critical
distraction. In addition, such individuals may be entitled to indemnification by the Debtors’ estates which would
be an unnecessary cost to incur.

17
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 18 of 49

In re Express, Inc., No. 24-10831 (KBO) (Bankr. D. Del. May 15, 2024) (same); In re Sientra,

Inc., No. 24-10245 (JTD) (Bankr. D. Del. Mar. 11, 2024) (same); In re MVK FarmCo LLC,

No. 23-11721 (LSS) (Bankr. D. Del. Nov. 13, 2023) (same); In re Yellow Corporation, No.

23-11069 (CTG) (Bankr. D. Del. Sept. 15, 2023) (same).

Processing of Checks and Electronic Fund Transfers Should Be Authorized

36. The Debtors have sufficient funds to pay the amounts described in this motion in

the ordinary course of business by virtue of access to cash on hand and anticipated access to cash

collateral and debtor-in-possession financing. In addition, under the Debtors’ existing cash

management system, the Debtors can readily identify checks or wire transfer requests as relating

to any authorized payment in respect of the relief requested herein. Accordingly, the Debtors do

not believe that checks or wire transfer requests, other than those relating to authorized payments,

will be inadvertently honored. Therefore, the Debtors request authority, but not direction, to

authorize all applicable financial institutions, when requested by the Debtors, to receive, process,

honor, and pay any and all checks or wire transfer requests in respect of the relief requested in this

motion.

The Requirements of Bankruptcy Rule 6003(b) Are Satisfied

37. Bankruptcy Rule 6003 empowers a court to grant certain relief within the first 21

days after the petition date only “to the extent that relief is necessary to avoid immediate and

irreparable harm.” For the reasons discussed above, the Debtors believe an immediate and orderly

transition into chapter 11 is critical, and the failure to receive the requested relief during the first

21 days of these chapter 11 cases could impact the Debtors’ operations at this important

juncture. The requested relief is necessary for the Debtors to operate their businesses in the

ordinary course, preserve the ongoing value of their operations, and maximize the value of their

estates for the benefit of all stakeholders. The Debtors have demonstrated that the requested relief

18
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 19 of 49

is “necessary to avoid immediate and irreparable harm,” as contemplated by Bankruptcy

Rule 6003, and the Court should grant the requested relief.

Reservation of Rights

38. Nothing contained in this motion or any order granting the relief requested in this

motion, and no action taken by the Debtors pursuant to the relief requested or granted (including

any payment made in accordance with any such order), is intended as or shall be construed or

deemed to be: (a) an admission as to the amount of, basis for, priority or validity of 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 rights 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 this motion or any order granting the relief requested

by this motion; (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. If the Court grants the relief sought herein, any payment made

pursuant to the Court’s order is not intended and should not be construed as an admission as to the

validity, priority or amount of any particular claim, or a waiver of the Debtors’ rights to

subsequently dispute such claim.

Waiver of Bankruptcy Rules 6004(a) and 6004(h)

39. To the extent that any aspect of the relief sought herein constitutes a use of property

under section 363(b) of the Bankruptcy Code, the Debtors seek a waiver of the notice requirements

19
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 20 of 49

under Bankruptcy Rule 6004(a) and the 14-day stay of an order authorizing the use, sale, or lease

of property under Bankruptcy Rule 6004(h).

Notice

40. The Debtors will provide notice of this motion to: (a) the United States Trustee for

the District of Delaware; (b) the holders of the 30 largest unsecured claims against the Debtors

(on a consolidated basis); (c) the office of the attorney general for each of the states in which the

Debtors operate; (d) the United States Attorney’s Office for the District of Delaware;

(e) the Internal Revenue Service; (f) the United States Securities and Exchange Commission;

(g) counsel to the 1L Ad Hoc Group; (h) the agent of the DIP Facility and counsel thereto; (i) the

agent of the First Lien Credit Agreement and counsel thereto; (j) the Second Lien Credit

Agreement Agent and counsel thereto; (k) the agent of the First Lien Notes and counsel thereto;

(l) the Authorities; (m) the Tax Service Providers; and (n) any party that has requested notice

pursuant to Bankruptcy Rule 2002. As this motion is seeking “first day” relief, the Debtors will

serve copies of this motion and any order entered in respect to this motion as required by Local

Rule 9013-1(m). The Debtors submit that, in light of the nature of the relief requested, no other

or further notice need be given.

[Remainder of page intentionally left blank]

20
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 21 of 49

WHEREFORE, the Debtors request entry of Interim Order and Final Order, substantially

in the forms attached hereto as Exhibit A and Exhibit B, (a) granting the relief requested herein

and (b) granting such other relief as the Court deems appropriate under the circumstances.

Dated: June 10, 2024
Wilmington, Delaware

/s/ Patrick J. Reilley
COLE SCHOTZ P.C. KIRKLAND & ELLIS LLP
Patrick J. Reilley, Esq. (DE Bar No. 4451) KIRKLAND & ELLIS INTERNATIONAL LLP
500 Delaware Avenue, Suite 1410 Joshua A. Sussberg, P.C. (pro hac vice admission pending)
Wilmington, Delaware 19801 601 Lexington Ave
Telephone: (302) 652-3131 New York, New York 10022
Facsimile: (302) 652-3117 Telephone: (212) 446-4800
Email: preilley@coleschotz.com Facsimile: (212) 446-4900
Email: joshua.sussberg@kirkland.com
- and -
- and -
Michael D. Sirota, Esq. (pro hac vice admission pending)
Warren A. Usatine, Esq (pro hac vice admission pending) Spencer A. Winters, P.C. (pro hac vice admission pending)
Court Plaza North, 25 Main Street Yusuf U. Salloum (pro hac vice admission pending)
Hackensack, New Jersey 07601 333 West Wolf Point Plaza
Telephone: (201) 489-3000 Chicago, Illinois 60654
Facsimile: (201) 489-1536 Telephone: (312) 862-2000
Email: msirota@coleschotz.com Facsimile: (312) 862-2200
wusatine@coleschotz.com Email: spencer.winters@kirkland.com
yusuf.salloum@kirkland.com

Proposed Co-Counsel to the Debtors Proposed Co-Counsel to the Debtors
and Debtors in Possession and Debtors in Possession
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 22 of 49

Exhibit A

Proposed Interim Order
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 23 of 49

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 (___)
)
Debtors. ) (Joint Administration Requested)
) Re: Docket No. __

INTERIM 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 an interim order (this “Interim 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;

(b) scheduling a final hearing to consider approval of the Motion on a final basis; and (c) 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 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 an interim basis as set forth herein.

2. The final hearing (the “Final Hearing”) on the Motion shall be held on _________,

2024, at__:__ _.m., prevailing Eastern Time. Any objections or responses to entry of a final order

on the Motion shall be filed on or before 4:00 p.m., prevailing Eastern Time, on _________, 2024

and shall be served on: (a) the Debtors, 26125 North Riverwoods Boulevard, Mettawa, Illinois,

USA 60045, Attn.: Charles Braley (cbraley@alixpartners.com); (b) proposed co-counsel to the

Debtors (i) Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022,

Attn.: Joshua A. Sussberg, P.C. (joshua.sussberg@kirkland.com), and Chris Ceresa

(chris.ceresa@kirkland.com), and Tiffani Chanroo (tiffani.chanroo@kirkland.com), (ii) Kirkland

& Ellis LLP, 333 West Wolf Point Plaza, Chicago, Illinois, 60654, Attn.: Spencer A. Winters

(spencer.winters@kirkland.com), Yusuf U. Salloum (yusuf.salloum@kirkland.com), (iii) Cole

Schotz P.C., 500 Delaware Avenue, Suite 1410, Wilmington, Delaware 19801,

2
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 25 of 49

Attn.: Patrick J. Reilley, Esq. (preilley@coleschotz.com), Stacy L. Newman

(snewman@coleschotz.com), Michael E. Fitzpatrick, Esq. (mfitzpatrick@coleschotz.com), and

Jack M. Dougherty, Esq. (jdougherty@coleschotz.com), and (iv) Cole Schotz P.C., Court Plaza

North, 25 Main Street, Hackensack, New Jersey 07601, Attn.: Michael D. Sirota, Esq.

(msirota@coleschotz.com) and Warren A. Usatine, Esq. (wusatine@coleschotz.com);

York, NY 10166-0193, Attn.: Scott J. Greenberg (SGreenberg@gibsondunn.com), Jason Zachary

Goldstein (JGoldstein@gibsondunn.com), Joshua Brody (JBrody@gibsondunn.com), and Kevin

Liang (KLiang@gibsondunn.com) and (ii) Pachulski Stang Ziehl & Jones LLP, 919 North Market

Street, 17th Floor, Wilmington, DE 19801, Attn.: Laura Davis Jones (ljones@pszjlaw.com);

(d) the United States Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware

19801, Attn.: Benjamin A. Hackman (Benjamin.A.Hackman@usdoj.gov); and (e) any statutory

committee appointed in these chapter 11 cases.

3. The Debtors are authorized on an interim 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 will become due and owing

in the ordinary course of business during the pendency of these chapter 11 cases at such time when

the Taxes and Fees are payable, provided that such payments shall not exceed $1,130,000 in the

aggregate pending entry of the Final Order; (b) negotiate, pay, and remit (or use tax credits to

offset) Taxes and Fees that arise or accrue in the ordinary course of business during the interim

period on a postpetition basis— until the date a Final Order on the Motion is entered, 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

3
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 26 of 49

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 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.

4. To the extent the Debtors pay any Taxes and Fees on behalf of certain of their

non-Debtor affiliates, the Debtors are authorized to continue paying in the ordinary course of

business during these chapter 11 cases, including any prepetition amounts related thereto,

consistent with historical practices, provided that the Debtors keep clear records of all such

payments.

5. 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.

6. 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.

7. Notwithstanding the relief granted herein or any actions taken hereunder, nothing

contained in this Interim Order shall create any rights in favor of or enhance the status of any claim

held by any of the Authorities.

8. Nothing in this Interim 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.

4
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 27 of 49

9. To the extent that the Debtors have overpaid any Taxes and Fees, the Debtors are

authorized to seek a refund or credit.

10. The Debtors, in consultation with the Ad Hoc Group, are authorized, but not

directed, to undertake the Tax Planning Activities as set forth in the Motion provided, however,

that the Debtors will give the U.S. Trustee and advisors to any statutory committee appointed in

these chapter 11 cases five business days’ notice before effectuating any such Tax Planning

Activity, during which time the U.S. Trustee or any such statutory committee may object to such

Tax Planning Activities and request a hearing before the Court.

11. 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.

12. 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 Interim

Order.

13. Nothing in the Motion or this Interim Order waives or modifies the requirements

of the Restructuring Support Agreement, including, without limitation, the consent and

consultation rights contained therein.

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

5
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 28 of 49

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

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 Interim Order, and no action taken pursuant

to the relief requested or granted (including any payment made in accordance with this Interim

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 Interim

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.

6
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 29 of 49

17. The Debtors have demonstrated that the requested relief is “necessary to avoid

immediate and irreparable harm,” as contemplated by Bankruptcy Rule 6003.

18. Nothing in this Interim Order authorizes the Debtors to accelerate any payments

not otherwise due prior to the date of the Final Hearing.

19. The contents of the Motion satisfy the requirements of Bankruptcy Rule 6003(b).

20. 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.

21. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Interim Order in accordance with the Motion.

22. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation, interpretation, and enforcement of this Interim Order.

7
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 30 of 49

Exhibit B

Proposed Final Order
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 31 of 49

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 (___)
)
Debtors. ) (Joint Administration Requested)
) Re: Docket No. __

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

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 will become 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

2
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 33 of 49

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 Ad Hoc Group, are further authorized to

undertake the Tax Planning Activities, as more fully described in the Motion.

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.

3
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 34 of 49

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. 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.

13. 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

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.

14. 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

4
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 35 of 49

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.

15. 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.

16. Nothing in this Interim Order authorizes the Debtors to accelerate any payments

not otherwise due prior to the date of the Final Hearing.

17. The contents of the Motion satisfy the requirements of Bankruptcy Rule 6003(b).

18. 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.

19. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Final

Order are immediately effective and enforceable upon its entry.

20. The Debtors are authorized to take all actions necessary to effectuate the relief

granted in this Final Order in accordance with the Motion.

21. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation, interpretation, and enforcement of this Final Order.

5
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 36 of 49

Exhibit C

Authorities
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 37 of 49

Authorities

Tax Authority Tax Type Address
Alabama - Revenue Discovery Systems
Autauga, Birmingham, Chilton, Clanton, Sales Tax Division
Dale, Dothan, Florence, Hamilton, Henry, P.O. Box 830725
Jackson, Lauderdale, Pike, Scottsboro Sales Tax Birmingham, Al 35283-0725
License & Revenue Division
P.O. Box 830525
c/o Department RBT #3
City of Montgomery Sales and Use Tax Birmingham, AL 35283-0525
Alabama - STACS
City of Sheffield Sales Tax Division
Colbert County P.O. Box 3989 Muscle
Franklin County Business Tax Shoals, AL 35662

Business Privilege Tax Section
P.O. Box 327431
Alabama Department of Revenue Business Privilege Tax Montgomery, AL 36132-7431

P.O. Box 327790
Alabama Department of Revenue State Income Tax Montgomery, AL 36132-7790

Tax Division
550 W. Seventh Ave., Suite 500
Alaska Department of Revenue State Income Tax Anchorage, AK 99501-3555

P.O. Box 29079
Arizona Department of Revenue State Income Tax Phoenix, AZ 85038-9079

Arizona Department of Revenue
P.O. Box 29086
Arizona Department of Revenue Withholding Tax Phoenix, AZ 85038-9086

Arkansas Department of Finance & P.O. Box 2485
Administration Sales and Use Tax Little Rock, AR 72203

Ascension Parish Sales and Use Tax P.O. Box 1718
Authority Sales and Use Tax Gonzales, LA 70707

221 Tunica Dr W,
Avoyelles Parish School Board Sales and Use Tax Marksville, LA 71351

Sales & Use Tax Department
P.O. Box 189
Baldwin County Sales and Use Tax Robertsdale, AL 36567
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 38 of 49

Tax Authority Tax Type Address

P.O. Box 248
Bureau of Revenue & Taxation Sales and Use Tax Gretna, LA 70054

Caddo Shreveport Sales & Use Tax P.O. Box 104
Commission Sales and Use Tax Shreveport, LA 71161

Sales and Use Tax Dept
P.O. Drawer 20250
Calcasieu Parish Sales and Use Tax Lake Charles, LA 70602-2050

California Department of Tax and Fee P.O. Box 942879
Administration State Income Tax Sacramento, CA 94279

Dept# CS#1
P.O. Box 830525
City of Alabaster Business Tax Birmingham, AL 35283

Tax & Audit Division
8101 Ralston Road
City of Arvada Sales Tax Arvada, CO 80002

P.O. Box 913200
City of Aurora Revenue Division Sales Tax Denver 80291

Dept. of Finance-Revenue Division
City of Baton Rouge Parish of East Baton P.O. Box 2590
Rouge Sales and Use Tax Baton Rouge, LA 70821-2590

Sales Tax Division
P.O. Box 791
City of Boulder Sales Tax Boulder, CO 80306-0791

Tax & License Division
345 6th St, Ste 100
City of Bremerton Sales and Use Tax Bremerton, WA 9833

30 S Nevada Ave Ste 203
City of Colorado Springs Sales Tax Colorado Springs, CO 80903

300 W 4th Street
City of Craig Sales Tax Craig, CO 81625

P.O. Drawer 1047
City of Daphne Sales and Use Tax Daphne, AL 36526-1047

2
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 39 of 49

Tax Authority Tax Type Address

949 East Second Avenue
City of Durango Sales Tax Durango, CO 81301-5109
Finance Department Tax and Licensing
Division
1000 Englewood Parkway
City of Englewood Sales Tax Englewood, CO 80110-2373

Lockbox
P.O. Box 94430
City of Everett Sales and Use Tax Seattle, WA 98124‐6730

407 East Laurel Avenue
P.O. Box 1750
City of Foley Revenue Department Sales and Use Tax Foley, Alabama 36536

Sales Tax Department
P.O. Box 440
City of Fort Collins Sales Tax Fort Collins, CO 80522-0439

P.O. Box 5885
City of Golden Sales Tax Denver, CO 80217-5885

P.O. Box 2088
City of Grand Junction Sales Tax Grand Junction, CO 81502

P.O. Box 1648
City of Greeley Sales Tax Greeley, CO 80632

P.O. Box 910841
City of Greenwood Village Sales Tax Denver, CO 80274

Finance Department
P.O. Box 239
City of Gunnison Sales Tax Gunnison CO 81230

Dept. #2108
P.O. Box 11407
City of Huntsville Sales and Use Tax Birmingham, AL 35246-2108

Revenue Division
P.O. Box 17479
City of Lakewood Sales Tax Denver, CO 80217

102 E Parmenter St
City of Lamar Sales Tax Lamar, CO 81052

3
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 40 of 49

Tax Authority Tax Type Address

P.O. Box 1305
City of Littleton Sales Tax Englewood, CO 80150-1305

P.O. Box 17987
City of Lone Tree Sales Tax Denver, CO 80217-0987

350 Kimbark Street
City of Longmont Sales Tax Longmont, CO 80501

Finance Department
P.O. Box 128
City of Longview Sales and Use Tax Longview WA, 98632

DEPT#1519
P.O. Box 11407
City of Mobile Sales and Use Tax Birmingham, AL 35246-2108

Taxation and Revenue Division
P.O. Box 123
City of Monroe/Ouachita Parish Sales and Use Tax Monroe, LA 71210-0123

Bureau of Revenue - Sales Tax
1300 Perdido Street 1W15
City of New Orleans Sales and Use Tax New Orleans, LA 70112

Sales Tax Administration
P.O. Box 5602
City of Parker Sales Tax Denver, CO 80217-5602

P.O. Box 1427
City of Pueblo Sales Tax Pueblo, CO 81002

Licensing & Tax Administration
P.O. Box 34907
City of Seattle Sales and Use Tax Seattle, WA 98124-190

P.O. Box 772869
City of Steamboat Springs Sales Tax Steamboat Springs, CO 80477-2869

P.O. Box 910222
City of Thornton Sales Tax Denver, CO 80291-0222

Colorado Department of Revenue State Income Tax Denver, CO 80261-0005

4
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 41 of 49

Tax Authority Tax Type Address

7887 E. 60th Ave
Commerce City Tax Division Sales Tax Commerce City, CO 80022

Revenue Administration Division
110 Carroll Street
Comptroller of Maryland State Income Tax Annapolis, MD 21411-0001

Connecticut Department of Revenue 450 Columbus Boulevard, Suite 1
Services State Income Tax Hartford, CT 06103

Cullman County Sales Tax P.O. Box 1206 Cullman, AL 35056-1206

Sales Tax Collections
111 Grand Ave. S.W. Suite 112
Dekalb County Revenue Department Sales Tax Fort Payne, AL 35967

P.O. Box 2044
Delaware Division of Revenue State Income Tax Wilmington, DE 19899-2044

P.O. Box 660860
Denver Department of Finance Sales Tax Dallas, TX 75266

Department of the Treasury
Internal Revenue Service Federal Kansas City, MO 64999-0012

Office of Tax and Revenue
P.O. Box 96384
District of Columbia Sales Tax Washington, DC 20090-6384

Office of Tax and Revenue
P.O. Box 96148
District of Columbia State Income Tax Washington, DC 20090-6148

Evangeline Parish Sales/Use Tax P.O. Box 367
Commission Sales and Use Tax Ville Platte, LA 70586-0367
Taxpayer Services
Mail Stop 3-2000
5050 W Tennessee St
Florida Department of Revenue State Income Tax Tallahassee, FL 32399-0112

Sales and Use Tax Return
P.O. Box 105408
Georgia Department of Revenue Sales and Use Tax Atlanta, GA 30348-5408

5
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 42 of 49

Tax Authority Tax Type Address

P.O. Box 740397
Georgia Department of Revenue State Income Tax Atlanta, GA 30374-0397

P.O. Box 1425
Hawaii Department of Taxation Excise Tax Honolulu, HI 96806-1425

P.O. Box 259
Hawaii Department of Taxation State Income Tax Honolulu, HI 96809-0259

Iberia Parish School Board Sales & Use P.O. Box 9770
Tax Department Sales and Use Tax New Iberia, LA 70562-9770

P.O. Box 76
Idaho State Tax Commission Sales and Use Tax Boise, ID 83707

P.O. Box 56
Idaho State Tax Commission State Income Tax Boise, ID 83756-0056

Retailers' Occupation Tax
Illinois Department of Revenue Retailers' Occupation Tax Springfield IL 62796-0001

P.O. Box 19048
Illinois Department of Revenue State Income Tax Springfield, IL 62794-9031

P.O. Box 7218
Indiana Department of Revenue Sales and Use Tax Indianapolis, IN 46207-7218

P.O. Box 7231
Indiana Department of Revenue State Income Tax Indianapolis, IN 46207-7231

P.O. Box 10412
Iowa Department of Revenue Sales and Use Tax Des Moines, IA 50306-0412

Corporation Tax Return Processing
P.O. Box 10468
Iowa Department of Revenue State Income Tax Des Moines, IA 50306-0468

P.O. Box 830710
Jefferson County Department of Revenue Sales and Use Tax Birmingham, AL 35283-0710

6
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 43 of 49

Tax Authority Tax Type Address
P.O. Box 3506
Kansas Department of Revenue Sales and Use Tax Topeka, KS 66625-3506
Kansas Corporate Tax
P.O. Box 750260
Kansas Department of Revenue State Income Tax Topeka, KS 66699-0260

P.O. Box 856905
Kentucky Department of Revenue State Income Tax Louisville, KY 40285-6905

Kentucky Revenue Cabinet Sales and Use Tax Frankfort, KY 40620-0003
P.O. Box 52706
Lafayette Parish School System Sales and Use Tax Lafayette, LA 70505-2706

Sales Tax Department
P. O. Box 997
Lafourche Parish School Board Sales and Use Tax Thibodaux, LA 70302
Sales Tax Commission
P.O. Box 863
Lincoln Parish Sales and Use Tax Ruston, LA 71273-0863
St. Charles Parish School Board
Sales And Use Tax Department
13855 River Road
Louisiana - St. Charles Sales and Use Tax Luling, LA 70070
St. John the Baptist Parish Sales and Use
Tax Office
P.O. Box 2066
Louisiana - St. John Sales and Use Tax LaPlace, LA 70069-2066
St. Landry Parish School Board
P.O. Box 1210
Louisiana - St. Landry Sales and Use Tax Opelousas, LA 70571-1210
St. Mary Parish Sales & Use Tax
Department
P.O. Box 1279 301 Third Street
Louisiana - St. Mary Sales and Use Tax Morgan City, LA 70381
Tax Collector - Parish of St. Tammany
P.O. Box 669393
Louisiana - St. Tammany Sales and Use Tax Dallas, TX 75266-9393
Vernon Parish
117 Belview Road
Louisiana - Vernon Sales and Use Tax Leesville, LA 71446
Sales And Use Tax Department
1002 Main Street
Louisiana - Washington Sales and Use Tax Franklinton, LA 70438
Webster Parish Sales & Use Tax
Commission
P.O. Box 357
Louisiana - Webster Sales and Use Tax Minden, LA 71058-0357

7
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 44 of 49

Tax Authority Tax Type Address

Post Office Box 201
Louisiana Department of Revenue Sales and Use Tax Baton Rouge, LA 70821-0201

P.O. Box 91011
Louisiana Department of Revenue State Income Tax Baton Rouge, LA 70821-9011

100 North Side Square
Madison County Sales and Use Tax Huntsville, AL 35801

P.O. Box 1064
Maine Department of Revenue State Income Tax Augusta, ME 04332-1064

P.O. Box 1065
Maine Revenue Services Sales and Use Tax Augusta, ME 04332-1065

110 Carroll Street
Maryland Revenue Administration Sales and Use Tax Annapolis, MD 21411-0001

P.O. Box 7000
Massachusetts Department of Revenue Sales and Use Tax Boston, MA 02204

P.O. Box 7005
Massachusetts Department of Revenue State Income Tax Boston, MA 02204

P.O. Box 30324
Michigan Department of Treasury Sales and Use Tax Lansing, MI 48909-7824
State Treasurer
Austin Building
430 W. Allegan Street
Michigan Department of Treasury State Income Tax Lansing, MI 48922

600 Robert St N
Minnesota Department of Revenue Sales and Use Tax Saint Paul, MN 55146

Mail Station 1250
Minnesota Department of Revenue State Income Tax St. Paul, MN 55145-1250

P.O. Box 1033
Mississippi Department of Revenue Sales and Use Tax Jackson, MS 39215-1033

8
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 45 of 49

Tax Authority Tax Type Address

P.O. Box 23191
Mississippi Department of Revenue State Income Tax Jackson, MS 39225-3191

P.O. Box 840
Missouri Department of Revenue Sales and Use Tax Jefferson City, MO 65105-0840

P.O. Box 700
Missouri Department of Revenue State Income Tax Jefferson City, MO 65105-0700

PO Drawer 161009
Mobile County Sales and Use Tax Mobile, AL 36616

P.O. Box 8021
Montana Department of Revenue State Income Tax Helena, MT 59604-8021

Montgomery County Commission Tax & P.O. Box 4779
Audit Department Sales and Use Tax Montgomery, AL 36103-4779

P.O. Box 98923
Nebraska Department of Revenue Sales and Use Tax Lincoln, NE 68509-8923

P.O. Box 94818
Nebraska Department of Revenue State Income Tax Lincoln, NE 68509-4818

Sales and Use Tax
P. O. Box 51107
Nevada Department of Taxation Sales and Use Tax Los Angeles, CA 90051-5407

New Hampshire Department of Revenue P.O. Box 637
Administration State Income Tax Concord, NH 03302-0637

Sales & Use Tax
P.O. Box 999
New Jersey Division of Taxation Sales and Use Tax Trenton, NJ 08646-0999

P.O. Box 289
New Jersey Division of Taxation State Income Tax Trenton, NJ 08646-0289

New Mexico Taxation & Revenue P.O. Box 25128
Department Sales and Use Tax Santa Fe, NM 87504-5128

9
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 46 of 49

Tax Authority Tax Type Address

New Mexico Taxation & Revenue P.O. Box 25127
Department State Income Tax Santa Fe, NM 87504-5127

New York Department of Taxation and W A Harriman Campus
Finance Sales and Use Tax Albany, NY 12227

NYS Corporation Tax
New York Department of Taxation and P.O. Box 15181
Finance State Income Tax Albany, NY 12212-5181

P.O. Box 25000
North Carolina Department of Revenue Sales and Use Tax Raleigh, NC 27640-0700

P.O. Box 25000
North Carolina Department of Revenue State Income Tax Raleigh, NC 27640-0500

North Dakota Office of State Tax P.O. BOX 5623
Commissioner Sales and Use Tax Bismarck ND 58506-5623

North Dakota Office of State Tax 600 E. Boulevard Ave., Dept. 127
Commissioner State Income Tax Bismarck, ND 58505-0599

P.O. Box 16560
Ohio Department of Taxation Sales and Use Tax Columbus, OH 43216-6560

P.O. Box 26860
Oklahoma Tax Commission Sales and Use Tax Oklahoma City, OK 73126-0860

P.O. Box 26800
Oklahoma Tax Commission State Income Tax Oklahoma City, OK 73126-0800

955 Center St NE
Oregon Department of Revenue Sales and Use Tax Salem, OR 97301-2555

P.O. Box 14777
Oregon Department of Revenue State Income Tax Salem, OR 97309-00960

Sales And Use Tax Department
P.O. Drawer 309
Parish Of Acadia Sales and Use Tax Crowley, LA 70527-0309

10
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 47 of 49

Tax Authority Tax Type Address

P.O. Box 280905
Pennsylvania Department of Revenue Sales and Use Tax Harrisburg PA 17128-0905

P.O. Box 280427
Pennsylvania Department of Revenue State Income Tax Harrisburg, PA 17128-0427
Sales Tax Division
333 F. Edward Hebert Blvd.
Building 102, Suite 345
Plaquemines Parish Sales and Use Tax Belle Chasse, LA 70037

Sales & Use Tax Department
5606 Coliseum Blvd
Rapides Parish Sales and Use Tax Alexandria, LA 71303

1 Capitol Hill
Rhode Island Division of Taxation Sales and Use Tax Providence, RI 02908

1 Capitol Hill
Rhode Island Division of Taxation State Income Tax Providence, RI 02908

200 West College Street - Room 115
Shelby County Business Revenue Office Sales and Use Tax Columbiana, AlL 35051

P.O. Box 100193
South Carolina Department of Revenue Sales and Use Tax Columbia, SC 29202

Corporate Tax
P.O. Box 125
South Carolina Department of Revenue State Income Tax Columbia, SC 29214-0400

445 E. Capitol Ave.
South Dakota Department of Revenue Sales and Use Tax Pierre, SD 57501-3100

Corporation Income Tax
P.O. Box 919
State of Arkansas State Income Tax Little Rock, AR 72203-0919

Andrew Jackson State Office Building
500 Deadrick Street
Tennessee Department of Revenue Sales and Use Tax Nashville, TN 37242

Andrew Jackson State Office Building
500 Deadrick Street
Tennessee Department of Revenue State Income Tax Nashville, TN 37242

11
Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 48 of 49

Tax Authority Tax Type Address

P.O. Box 149354
Texas Comptroller of Public Accounts Sales and Use Tax Austin, TX 78714-9354

P.O. Box 149348
Texas Comptroller of Public Accounts State Income Tax Austin, TX 78714-9348

Sales Tax
210 N 1950 W
Utah State Tax Commission Sales and Use Tax Salt Lake City, UT 84134-0300

210 N 1950 W
Utah State Tax Commission State Income Tax Salt Lake City, UT 84134-0300

P.O. Box 547
Vermont Department of Taxes Sales and Use Tax Montpelier, VT 05601-0547

P.O. Box 1881
Vermont Department of Taxes State Income Tax Montpelier, VT 05601-1881

P.O. Box 26627
Virginia Tax Office of Customer Services Sales and Use Tax Richmond, VA 23261-6627

P.O. Box 1115
Virginia Tax Office of Customer Services State Income Tax Richmond, VA 23218-1115

P.O. Box 47464
Washington State Department of Revenue Sales and Use Tax Olympia, WA 98504-7464

Tax Account Administration Division
P.O. Box 1826
West Virginia State Tax Department Sales and Use Tax Charleston, WV 25327-1826

Taxpayer Services
P.O. Box 3784
West Virginia Tax Division State Income Tax Charleston, WV 25337-3784

P.O. Box 8921
Wisconsin Department of Revenue Sales and Use Tax Madison WI 53708-8921

P.O. Box 8908
Wisconsin Department of Revenue State Income Tax Madison, WI 53708-8908

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Case 24-11217-BLS Doc 13 Filed 06/10/24 Page 49 of 49

Tax Authority Tax Type Address

122 W 25th St, Suite E301
Wyoming Department of Revenue Sales and Use Tax Cheyenne, WY 82002

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Motion Of Debtors For Entry Of Interim

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