Vyaire - COC - Wages Motion Final Order Final — In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS) (Jointly Administered) (2024-07-03, 3)
- Date
- 2024-07-03
Source document: Vyaire - COC - Wages Motion Final Order FINAL; document type: blackline/redline comparison document.
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Exhibit 2 Blackline Case 24-11217-BLS Doc 145-2 Filed 07/03/24 Page 1 of 7 ) ) Chapter 11 Debtors. ) ) (Jointly Administerationed Requested) IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) ) VYAIRE MEDICAL, INC., et al.,1 Re: Docket NoNos. __6, 85 FINAL ORDER (I) AUTHORIZING THE DEBTORS TO (A) PAY PREPETITION WAGES, SALARIES, OTHER COMPENSATION, AND REIMBURSABLE EXPENSES AND (B) CONTINUE EMPLOYEE BENEFITS PROGRAMS, 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 (i) to pay undisputed prepetition wages, salaries, other compensation, and reimbursable expenses on account of the Employee Compensation and Benefits and (ii) to continue employee benefits programs in the ordinary course of business, including payment of certain undisputed prepetition obligations related thereto; 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 ) In re: Case No. 24-11217 (___BLS) 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 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion. Case 24-11217-BLS Doc 145-2 Filed 07/03/24 Page 2 of 7 2 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 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 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, but not directed, to continue and/or modify, change, and discontinue the Employee Compensation and Benefits Programs3 and to implement new programs, policies, and benefits, in the ordinary course of business during these chapter 11 cases and without the need for further Court approval, subject to applicable law; provided, the Debtors shall provide prompt written notice of any modifications, changes, discontinuances, and implementations of such programs, policies, and benefits of the Employee Compensation and Benefits Programs to the official committee of unsecured creditors (the “Committee”) and the Ad Hoc Group. For the avoidance of doubt, nothing in this Final Order should be construed as 3 For the avoidance of doubt, the term Employee Compensation and Benefits Program shall include the Workers’ Compensation Program. Case 24-11217-BLS Doc 145-2 Filed 07/03/24 Page 3 of 7 3 authorizing the Debtors to: (i) pay any amounts to Insiders on account of any bonus or incentive programs; or (ii) make any payment on account of the Employee Compensation and Benefits Programs that are outside the ordinary course of business without prior Court approval. 3. Notwithstanding anything to the contrary herein, the Debtors are authorized, but not directed, to pay and honor prepetition and postpetition amounts related to the Employee Compensation and Benefits Programs. 4. Nothing herein shall be deemed to authorize the payment of any amounts which violates or implicates section 503(c) of the Bankruptcy Code; provided that nothing herein shall prejudice the Debtors’ ability to seek approval of relief pursuant to section 503(c) of the Bankruptcy Code at a later time. 5. Nothing in the Motion or in this Final Order (a) alters or amends the terms and conditions of the Workers’ Compensation Program;4 (b) relieves the Debtors of any of their obligations under the Workers’ Compensation Program; (c) creates or permits a direct right of action against an insurer or third party administrator where such right of action does not already exist under applicable non-bankruptcy law; or (d) precludes or limits, in any way, the rights of any insurer to contest and/or litigate the existence, primacy and/or scope of available coverage under the Workers’ Compensation Program. 6. 5. Pursuant toThe automatic stay of section 362(da) of the Bankruptcy Code: (a) Employees are authorized, if and to the extent applicable, is hereby modified to the extent necessary to permit: (a) claimants to proceed with their workers’ compensation claims (whether arising before or after the Petition Date) or direct action claims in the appropriate judicial or 4 For the avoidance of doubt, the term Workers’ Compensation Program shall include all workers’ compensation insurance policies issued or providing coverage at any time to the Debtors or their predecessors, whether expired, current or prospective, and any agreements related thereto. Case 24-11217-BLS Doc 145-2 Filed 07/03/24 Page 4 of 7 administrative forum under the Workers’, (b) insurers and third party administrators to handle, administer, defend, settle and/or pay workers’ Ccompensation Programclaims and direct action claims, and (c) the Debtors are authorized to pay all undisputed prepetition amounts relating thereto in the ordinary course of business; and (b) the. The notice requirements pursuant to Bankruptcy Rule 4001(d) with respect to clause (a) are waived. This modification of the automatic stay pertains solely to claims under the Workers’ Compensation Program and any such claims must be pursued in accordance with the applicable Workers’ Compensation Program. Payment on account of any recoveries obtained in connection with a claim brought pursuant to this paragraph is limited to the terms and conditions of the applicable Workers’ Compensation Program, including with regard to any policy limits or caps.direct action claims. 7. 6. 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. 8. 7. 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 4 Case 24-11217-BLS Doc 145-2 Filed 07/03/24 Page 5 of 7 administrative expense claim, other priority claim or otherwise of a type specified or defined in the Motion or this Final Order; (e) a request or authorization to assume, adopt, or reject any agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code; (f) an admission as to the validity, priority, enforceability or perfection of any lien on, security interest in, or other encumbrance on property of the Debtors’ estates; or (g) a waiver or limitation of any claims, causes of action or other rights of the Debtors or any other party in interest against any person or entity under the Bankruptcy Code or any other applicable law. 9. 8. 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. 10. 9. Nothing in the Motion or this InterimFinal Order waives or modifies the requirements of the Restructuring Support Agreement, including, without limitation, the consent and consultation rights contained therein; provided, however, that nothing in the Motion or this Final Order constitutes Court approval of the Restructuring Support Agreement. 11. 10. 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. 5 Case 24-11217-BLS Doc 145-2 Filed 07/03/24 Page 6 of 7 12. 11. 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. 13. 12. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Final Order are immediately effective and enforceable upon its entry. 14. 13. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Final Order in accordance with the Motion. 15. 14. This Court retains jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Final Order. 6 Case 24-11217-BLS Doc 145-2 Filed 07/03/24 Page 7 of 7
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