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Form of Declaration of Disinterestedness — In re Vyaire Medical, Inc., et al.

What This Document Is

This is Exhibit 1 to the Docket 225 order authorizing retention and compensation of Ordinary Course Professionals (OCPs): a seven-page attachment combining (pp.1-4) the blank Form of Declaration of Disinterestedness that each OCP must file, and (pp.5-7) Schedules 1-3, the actual OCP List naming the specific firms assigned to each fee tier. Registry mis-tagged "lender-materials" to bankruptcy-schedule, since pages 5-7 are a schedule of named professional firms and fee tiers, not a lending instrument. This document supplies the OCP List that Docket 225's own order text references as an attachment but does not itself contain.

Factual Summary

The Declaration of Disinterestedness template (pp.1-4) is a bracketed fill-in form: the declarant firm attests it does not hold interests adverse to the Debtors' estates, discloses any prepetition claims and indemnification agreements, and commits to supplement the declaration if new facts arise. It tracks the OCP Procedures set out in Docket 225's order.

Schedules 1-3 (pp.5-7) list the OCP firms by tier. Tier 1 (the $50,000/month, $150,000/quarter cap) names one firm: Morgan Lewis & Bockius LLP (Costa Mesa, CA), legal services. Tier 2 (the $25,000/month, $75,000/quarter cap) names nine firms, all legal except one audit firm: Baker McKenzie LLP (Chicago), Covington & Burling LLP (Washington, DC), Ernst & Young US LLP (Secaucus, NJ, audit services), Fox Rothschild LLP (Philadelphia), Hogan Lovells US LLP (Washington, DC), Hyman, Phelps & McNamara PC (Washington, DC), Irwin Fritchie Urquhart & Moore LLC (New Orleans), Linklaters LLP (Frankfurt, Germany), and Porzio Bromberg & Newman PC (Morristown, NJ). Tier 3 (the $15,000/month, $45,000/quarter cap) names three immigration/labor firms: Fragomen, Del Rey, Bernsen & Loewy (San Diego), Gordon Rees Scully Mansukhani LLP (Oakland), and Littler Mendelson PC (Kansas City).

Key Facts

  • Title: Exhibit 1 to Docket 225 — Form of Declaration of Disinterestedness, with Schedules 1-3 (Tier 1-3 OCP Lists).
  • Tier 1 (highest cap): Morgan Lewis & Bockius LLP, legal.
  • Tier 2: nine firms including Covington & Burling LLP and Linklaters LLP (Frankfurt), plus Ernst & Young US LLP for audit services.
  • Tier 3: three immigration/labor firms (Fragomen, Gordon Rees, Littler Mendelson).
  • Filed as an attachment to Docket 225, entered 2024-07-09.

Source Caveats

  • The Declaration of Disinterestedness template (pp.1-4) is a blank bracketed form; no individual firm's actual declaration content appears in this exhibit.
  • Whether Covington & Burling LLP's Tier 2 OCP engagement here is the same engagement at issue in the later Docket 1136 adversary complaint is not stated in either document; treat as an unconfirmed factual proximity, not an established link.
Date
2024-07-09

Full text

Exhibit 1
Form of Declaration of Disinterestedness
Case 24-11217-BLS    Doc 225-1    Filed 07/09/24    Page 1 of 7

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

)

In re:
)
Chapter 11

)

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

)

Debtors.
)
(Jointly Administered)

)
Re:  Docket No. 119
DECLARATION OF DISINTERESTEDNESS
OF [ENTITY] PURSUANT TO THE ORDER
AUTHORIZING THE DEBTORS TO RETAIN AND COMPENSATE
PROFESSIONALS UTILIZED IN THE ORDINARY COURSE OF BUSINESS
I, [NAME], declare under penalty of perjury:
1.
I am a [POSITION] of [ENTITY], located at [STREET, CITY, STATE, ZIP
CODE] (the “Firm”).
2.
Vyaire Medical, Inc. and certain of its affiliates, as debtors and debtors in
possession (collectively, the “Debtors”), have requested that the Firm provide [SPECIFIC
DESCRIPTION] services to the Debtors, and the Firm has consented to provide such services.
3.
The Firm may have performed services in the past, may currently perform services,
and may perform services in the future in matters unrelated to these chapter 11 cases for persons
that are parties in interest in the Debtors’ chapter 11 cases.  The Firm does not, however, perform
services for any such person relating to these chapter 11 cases, or have any relationship with any
such person, their attorneys, or their accountants that would be adverse to the Debtors or their
estates.

1  The last four digits of Debtor Vyaire Medical, Inc.’s federal tax identification number are 6495.  A complete list
of each of the Debtors in these chapter 11 cases and each such Debtor’s federal tax identification number may be
obtained on the website of the Debtors’ claims and noticing agent at https://omniagentsolutions.com/Vyaire.  The
location of Debtor Vyaire Medical, Inc.’s principal place of business and the Debtors’ service address in these
chapter 11 cases is 26125 North Riverwoods Boulevard, Mettawa, Illinois, USA 60045.
Case 24-11217-BLS    Doc 225-1    Filed 07/09/24    Page 2 of 7

2
4.
As part of its customary practice, the Firm is retained in cases, proceedings, and
transactions involving many different parties, some of whom may represent or be employed by the
Debtors, claimants, and parties in interest in these chapter 11 cases.
5.
Neither I nor any principal, partner, director, or officer of, or professional employed
by, the Firm has agreed to share or will share any portion of the compensation to be received from
the Debtors with any other person other than the principal and regular employees of the Firm.
6.
Neither I nor any principal, partner, director, or officer of, or professional employed
by, the Firm, insofar as I have been able to ascertain, holds or represents any interest adverse to
the Debtors or their estates with respect to the matter(s) upon which the Firm is to be employed.
7.
[The Debtors owe the Firm $[●] for prepetition services, the payment of which is
subject to the limitations contained in title 11 of the United States Code, 11 U.S.C. §§ 101–1532.]
The Firm has waived, or will waive, any prepetition claims against the Debtors’ estates.
8.
[As of the Petition Date, which was the date on which the Debtors commenced
these chapter 11 cases, the Firm was retained to provide professional services to the Debtors. //
The Firm was retained on [●].]
9.
As of the Petition Date, which was the date on which the Debtors commenced these
chapter 11 cases, the Firm [was/was not] party to an agreement for indemnification with certain of
the Debtors.  [A copy of such agreement is attached as Exhibit 1 to this Declaration.]
10.
The Firm is conducting further inquiries regarding its retention by any creditors of
the Debtors, and upon conclusion of that inquiry, or at any time during the period of its
employment, if the Firm should discover any facts bearing on the matters described herein, the
Firm will supplement the information contained in this Declaration.
Case 24-11217-BLS    Doc 225-1    Filed 07/09/24    Page 3 of 7

3
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true
and correct.
Date:  ___________, 2024

[DECLARANT’S NAME]
Case 24-11217-BLS    Doc 225-1    Filed 07/09/24    Page 4 of 7

Schedule 1
Tier 1 OCP List
Name
Address
Service
Morgan Lewis
& Bockius LLP
600 Anton Blvd., Suite 1800
Costa Mesa, CA 92626
Legal

Case 24-11217-BLS    Doc 225-1    Filed 07/09/24    Page 5 of 7

Schedule 2
Tier 2 OCP List
Name
Address
Service
Baker McKenzie LLP
300 E. Randolph St., Suite 5000
Chicago, IL 60601
Legal
Covington & Burling LLP
850 10th St. NW
Washington, DC 20001
Legal
Ernst & Young US LLP
200 Plaza Dr., Suite 2222
Seacaucus, NJ 07094
Audit Services
Fox Rothschild LLP
2000 Market St.
Philadelphia, PA 19103
Legal
Hogan Lovells US LLP
Columbia Square
555 Thirteenth Street, NW
Washington, DC 20004
Legal
Hyman Phelps &
McNamara PC
700 13th St. NW, Ste 1200
Washington, DC 20005
Legal
Irwin Fritchie Urquhart &
Moore LLC
400 Poydras St., Ste 2700
New Orleans, LA 70130
Legal
Linklaters LLP
Taunusanlage 8
Frankfurt Am Main, 60329
Germany
Legal
Porzio Bromberg &
Newman PC
100 Southgate Pkwy
Morristown, NJ
Legal

Case 24-11217-BLS    Doc 225-1    Filed 07/09/24    Page 6 of 7

Schedule 3
Tier 3 OCP List
Name
Address
Service
Fragomen, Del Rey,
Bernsen & Loewy
11238 El Camino Real, Ste 100
San Diego, CA 92130
Legal
Gordon Rees Scully
Mansukhani LLP
1111 Broadway, Ste 1700
Oakland, CA 94607
Legal
Littler Mendelson PC
2301 McGee St., Ste 800
Kansas City, MO 64108
Legal
Polsinelli PC
900 W 48th Pl., Ste 900
Kansas City, MO 64112
Legal
Winston Strawn
Level 33, 100 Bishopgate
London EC2N 4AG, United
Kingdom
Legal

Case 24-11217-BLS    Doc 225-1    Filed 07/09/24    Page 7 of 7

File and source

File
gov.uscourts.deb.193283.225.1.pdf
Size
269,275 bytes
SHA-256
e6a736570af8f4fc3cbcac3f92ee0e9a4cfe1b7ac14235ef2b31e3423f1de227
Our copy
gov.uscourts.deb.193283.225.1.pdf
Original
No public link identified.
  1. In re Vyaire Medical — Statement of Financial Affairs (Revolutionary Medical Devices)same docket · 2024-07-09
  2. Final Order (I) Authorizingsame docket · 2024-07-09
  3. In re Vyaire Medical — Statement of Financial Affairs (SensorMedics Corporation)same docket · 2024-07-09
  4. Final Order (I) Approving Notificationsame docket · 2024-07-09
  5. Statement of Financial Affairs (Viasys Holdings Inc.) — In re Vyaire Medical (2024-07-09, 1)same docket · 2024-07-09
  6. Cash Management Schematic (Exhibit 1) — In re Vyaire Medicalsame docket · 2024-07-09
  7. Statement of Financial Affairs (VM Finance Sub, LLC) — In re Vyaire Medical (2024-07-09, 2)same docket · 2024-07-09
  8. Notice (2024-07-09)same docket · 2024-07-09
  9. In re Vyaire Medical — Statement of Financial Affairs (Vyaire Company)same docket · 2024-07-09
  10. Company to Motion of Debtors for Entry of Interim and Finalsame docket · 2024-07-09
  11. In re Vyaire Medical — Statement of Financial Affairs (Vyaire Finance B.V.)same docket · 2024-07-09
  12. Additionally, the Schedules and Statements contain unaudited information that is subject tosame docket · 2024-07-09
  13. In re Vyaire Medical — Statement of Financial Affairs (Vyaire Financial Holdings LLC)same docket · 2024-07-09
  14. Vyaire - COC - Critical Vendor Motion Final Order FINALsame docket · 2024-07-08
  15. In re Vyaire Medical — Statement of Financial Affairs (Vyaire Holding Company)same docket · 2024-07-09
  16. Vyaire - COC - Critical Vendor Motion Final Order Final — In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS) (Jointly Administered) (2024-07-08)same docket · 2024-07-08
  17. In re Vyaire Medical — Statement of Financial Affairs (Vyaire Medical 202, Inc.)same docket · 2024-07-09
  18. Vyaire - COC - Cash Management Motion Final Order FINALsame docket · 2024-07-08
  19. In re Vyaire Medical — Statement of Financial Affairs (Vyaire Medical 203, Inc.)same docket · 2024-07-09
  20. Vyaire - COC - Cash Management Motion Final Order FINALsame docket · 2024-07-08

Part of: Bankr. D. Del., CourtListener docket 193283 · Paycheck Protection Program (PPP) · Pandemic unemployment insurance · Exhibits and declarations · Federal court dockets (PACER) · 2024 · Source documents

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