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EXHIBIT 1
Rejection Notice
Case 24-11217-BLS Doc 250-1 Filed 07/11/24 Page 1 of 11
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. [●]
NOTICE OF REJECTION OF [A]
CERTAIN EXECUTORY CONTRACT[S] [AND/OR UNEXPIRED LEASES]
PARTIES RECEIVING THIS NOTICE SHOULD LOCATE THEIR NAMES AND
THEIR CONTRACTS OR LEASES ON EXHIBIT A ATTACHED HERETO AND READ
THE CONTENTS OF THIS NOTICE CAREFULLY.
PLEASE TAKE NOTICE that on [●], 2024, the United States Bankruptcy Court for the
District of Delaware (the “Court”) entered an order on the motion (the “Motion”)2 of debtors and
debtors in possession (the “Debtors”), approving procedures for the rejection of executory
contracts and unexpired leases and granting related relief [Docket No. [●]] (the “Rejection
Procedures Order”).
PLEASE TAKE FURTHER NOTICE that, pursuant to the Rejection Procedures Order
and by this written notice (this “Rejection Notice”), the Debtors hereby notify you that they have
determined, in the exercise of their business judgment, that each Contract set forth on Exhibit A
attached hereto is hereby rejected effective as of the date set forth in Exhibit A (the “Rejection
Date”), or such other date as the Debtors and the counterparty or counterparties to any such
Contract agree.
PLEASE TAKE FURTHER NOTICE that parties objecting to a proposed rejection
must file and serve a written objection so that such objection is filed with this Court on the
docket of the Debtors’ chapter 11 cases no later than fourteen (14) days after the date the Debtors
file and serve the relevant Rejection Notice (the “Rejection Objection Deadline”) and promptly
serve such objection on the following parties (collectively, the “Objection Service Parties”): (a)
the Debtors, Vyaire Medical, Inc., 26125 North Riverwoods Boulevard, Mettawa, Illinois 60045,
Attn.: Charles Braley (cbraley@alixpartners.com); (b) proposed co-counsel to the Debtors
1 The last four digits of Debtor Vyaire Medical, Inc.’s federal tax identification number are 6495. A complete list
of each of the Debtors in these chapter 11 cases and each such Debtor’s federal tax identification number may
be obtained on the website of the Debtors’ claims and noticing agent at https://omniagentsolutions.com/Vyaire.
The location of Debtor Vyaire Medical, Inc.’s principal place of business and the Debtors’ service address in
these chapter 11 cases is 26125 North Riverwoods Boulevard, Mettawa, Illinois, USA 60045.
2
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.
Case 24-11217-BLS Doc 250-1 Filed 07/11/24 Page 2 of 11
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(i) Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attn.: Joshua A.
Sussberg, P.C. (joshua.sussberg@kirkland.com), Chris Ceresa (chris.ceresa@kirkland.com), and
Tiffani Chanroo (tiffani.chanroo@kirkland.com), and (ii) Kirkland & Ellis LLP, 333 Wolf Point
Plaza, Chicago, Illinois, 60654, Attn.: Spencer A. Winters (spencer.winters@kirkland.com) and
Yusuf U. Salloum (yusuf.salloum@kirkland.com); (c) proposed co-counsel to the Debtors
(i) Cole Schotz P.C., 500 Delaware Avenue, Suite 1410, Wilmington, Delaware 19801, Attn:
Patrick
J.
Reilley,
Esq.
(preilley@coleschotz.com),
Stacy
L.
Newman
(snewman@coleschotz.com), Michael E. Fitzpatrick, Esq. (mfitzpatrick@coleschotz.com), and
(ii) Cole Schotz P.C., Court Plaza North, 25 Main Street, Hackensack, New Jersey 07601, Attn.:
Michael
D.
Sirota,
Esq.
(msirota@coleschotz.com),
Warren
A.
Usatine,
Esq.
(wusatine@coleschotz.com); (d) counsel to the 1L Ad Hoc Group, Gibson, Dunn & Crutcher
LLP, 200 Park Avenue, New 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);
(e) counsel to the 1L Ad Hoc Group, Pachulski Stang Ziehl & Jones LLP, 919 North Market
Street, 17th Floor, Wilmington, DE 19801, Attn.: Laura Davis Jones (ljones@pszjlaw.com) and
Timothy P. Cairns (tcairns@pszjlaw.com); (f) the United States Trustee for the District of
Delaware, Attn.: Benjamin A. Hackman (Benjamin.A.Hackman@usdoj.gov); and (g) proposed
counsel to the Committee, (i) McDermott Will & Emery LLP, The Brandywine Building, 1000
N.
West
Street, Suite
1400, Wilmington, Delaware 19801,
Attn.:
David
Hurst
(dhurst@mwe.com) and Maris Kandestin (mkandestin@mwe.com) and (ii) McDermott Will &
Emery LLP, One Vanderbilt Avenue, New York, NY 10017-3852, Attn: Darren Azman
(dazman@mwe.com) and Kristin Going (kgoing@mwe.com). Only those responses that are
timely filed, served, and received will be considered at any hearing.
PLEASE TAKE FURTHER NOTICE that, absent an objection being timely filed, the
Debtors shall seek entry of the proposed form of order attached hereto as Exhibit B, and the
rejection of each Contract shall become effective on the Rejection Date set forth in Exhibit A, or
such other date as the Debtors and the counterparty or counterparties to such Contract agree.3
PLEASE TAKE FURTHER NOTICE that, if an objection to the rejection of any
Contract is timely filed and not withdrawn or resolved, the Debtors shall file a notice for a
hearing to consider the objection for the Contract or Contracts to which such objection relates.
If such objection is overruled or withdrawn, such Contract or Contracts shall be rejected as of the
Rejection Date set forth in Exhibit A or such other date as the Debtors and the counterparty or
counterparties to any such Contract agree.
PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Rejection
Procedures Order, if the Debtors have deposited monies with a Rejection Counterparty as a
security deposit or other arrangement, the Rejection Counterparty may not setoff or recoup or
3
An objection to the rejection of any particular Contract listed in this Rejection Notice shall not constitute an
objection to the rejection of any other contract or lease listed in this Rejection Notice. Any objection to the
rejection of any particular Contract listed in this Rejection Notice must state with specificity the Contract to
which it is directed. For each particular Contract whose rejection is not timely or properly objected to, such
rejection will be effective in accordance with this Rejection Notice and the Rejection Procedures Order.
Case 24-11217-BLS Doc 250-1 Filed 07/11/24 Page 3 of 11
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otherwise use such monies without further order of the Court, unless the Debtors and the
counterparty or counterparties to such Contracts otherwise agree in writing.
PLEASE TAKE FURTHER NOTICE that, absent timely objection, any personal
property of the Debtors that is listed and described in Exhibit A shall be deemed abandoned as
of the Rejection Date.
PLEASE TAKE FURTHER NOTICE that, to the extent you wish to assert a claim
with respect to the rejection of your Contract or Contracts, you must do so by the later of (a) the
applicable deadline for filing proofs of claim established in these chapter 11 cases and (b) thirty
(30) days after the entry of an order of the Court approving the rejection. IF YOU FAIL TO
TIMELY SUBMIT A PROOF OF CLAIM IN THE APPROPRIATE FORM BY THE
DEADLINE SET FORTH HEREIN, YOU WILL BE FOREVER BARRED, ESTOPPED,
AND ENJOINED FROM (1) ASSERTING SUCH CLAIM AGAINST ANY OF THE
DEBTORS AND THEIR CHAPTER 11 ESTATES, (2) VOTING ON ANY CHAPTER 11
PLAN FILED IN THESE CASES ON ACCOUNT OF SUCH CLAIM, AND
(3) PARTICIPATING IN ANY DISTRIBUTION IN THE DEBTORS’ CHAPTER 11
CASES ON ACCOUNT OF SUCH CLAIM.
[Remainder of page intentionally left blank]
Case 24-11217-BLS Doc 250-1 Filed 07/11/24 Page 4 of 11
Dated: [●], 2024
Wilmington, Delaware
/s/ DRAFT
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. (admitted pro hac vice)
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. (admitted pro hac vice)
Spencer A. Winters, P.C. (admitted pro hac vice)
Warren A. Usatine, Esq (admitted pro hac vice)
Yusuf U. Salloum (admitted pro hac vice)
Court Plaza North, 25 Main Street
333 West Wolf Point Plaza
Hackensack, New Jersey 07601
Chicago, Illinois 60654
Telephone:
(201) 489-3000
Telephone:
(312) 862-2000
Facsimile:
(201) 489-1536
Facsimile:
(312) 862-2200
Email:
msirota@coleschotz.com
Email:
spencer.winters@kirkland.com
wusatine@coleschotz.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 250-1 Filed 07/11/24 Page 5 of 11
EXHIBIT A
Rejected Contracts
Counterparty
Debtor
Counterparty
Description of
Contract1
Abandoned
Personal Property,
if Applicable
Rejection Date
(Effective Date
of Rejection)
1
The inclusion of a Contract on this list does not constitute an admission as to the executory or non-executory
nature of the Contract, or as to the existence or validity of any claims held by the counterparty or counterparties
to such Contract.
Case 24-11217-BLS Doc 250-1 Filed 07/11/24 Page 6 of 11
EXHIBIT B
Proposed Contract Rejection Order
Case 24-11217-BLS Doc 250-1 Filed 07/11/24 Page 7 of 11
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. [●]
ORDER AUTHORIZING THE DEBTORS TO REJECT
CERTAIN EXECUTORY CONTRACTS [AND/OR UNEXPIRED LEASES]
Pursuant to and in accordance with the Order (I) Authorizing and Approving Procedures
to Reject Executory Contracts and Unexpired Leases and (II) Granting Related Relief [Docket
No. [●]] (the “Rejection Procedures Order”)2 entered in the chapter 11 cases of the above-
captioned debtors and debtors in possession (collectively, the “Debtors”); and it appearing that
the [Notice of Rejection of [A] Certain Executory Contract[s] [and/or Unexpired Leases]]
[Docket No. [●]] (the “Rejection Notice”) satisfies the requirements set forth in the Rejection
Procedures Order; and the United States District Court for the District of Delaware has
jurisdiction over this matter pursuant to 28 U.S.C. § 1334, which was referred to the Court under
28 U.S.C. § 157 and the Amended Standing Order of Reference from the United States District
Court for the District of Delaware, dated February 29, 2012; and this Court having found that
this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and this Court having found that this
Court may enter a final order consistent with Article III of the United States Constitution; and
1 The last four digits of Debtor Vyaire Medical, Inc.’s federal tax identification number are 6495. A complete list
of each of the Debtors in these chapter 11 cases and each such Debtor’s federal tax identification number may
be obtained on the website of the Debtors’ claims and noticing agent at https://omniagentsolutions.com/Vyaire.
The location of Debtor Vyaire Medical, Inc.’s principal place of business and the Debtors’ service address in
these chapter 11 cases is 26125 North Riverwoods Boulevard, Mettawa, Illinois, USA 60045.
2
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Rejection
Procedures Order.
Case 24-11217-BLS Doc 250-1 Filed 07/11/24 Page 8 of 11
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this Court having found that venue of this proceeding and the Rejection Notice in this district is
proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that the relief
requested in the Rejection Notice is in the best interests of the Debtors’ estates, their creditors,
and other parties in interest; and this Court having found that the Debtors’ notice of the Rejection
Notice and opportunity for a hearing on the Rejection Notice were appropriate and no other
notice need be provided; and this Court having reviewed the Rejection Notice; and this Court
having determined that the legal and factual bases set forth in the Rejection Notice establish just
cause for the relief granted herein; and upon all of the proceedings had before this Court; and
after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT
1.
The Contract[s] set forth in Exhibit 1 attached hereto [is/are] hereby rejected as
of the Rejection Date established in the Rejection Notice.
2.
Any and all property located on the Debtors’ leased premises on the Rejection
Date of the applicable lease of nonresidential real property shall be deemed abandoned pursuant
to section 554 of the Bankruptcy Code, as is, effective as of the Rejection Date. The applicable
Rejection Counterparty or counterparties may, in their sole discretion and without further order
of this Court, utilize and/or dispose of such property and, to the extent applicable, the automatic
stay is modified to allow such disposition; provided that, to the extent requested by the Rejection
Counterparty, the Debtors shall be permitted to abandon the Abandoned Property to such
Rejection Counterparty to facilitate such party’s use or disposal of such Abandoned Property.
3.
If any affected Rejection Counterparty to a Contract asserts a claim against the
Debtors arising from the rejection of the Contract, the counterparty must file a proof of claim on
or before the later of (i) the applicable deadline for filing proofs of claim established in these
chapter 11 cases, and (ii) thirty (30) days after the entry of an order of the Court approving the
Case 24-11217-BLS Doc 250-1 Filed 07/11/24 Page 9 of 11
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rejection. If no proof of claim is timely filed, such claimant shall be forever barred from
asserting a claim for damages arising from the rejection and from participating in any
distributions on such a claim that may be made in connection with these chapter 11 cases.
4.
Nothing contained in the Rejection Notice or this order, and no action taken
pursuant to the relief requested or granted, is intended as or shall be construed or deemed to be:
(a) an admission as to the amount, validity or priority of, or basis for any claim against the
Debtors under the Bankruptcy Code or other applicable nonbankruptcy law; (b) a waiver of the
Debtors’ or any other party in interest’s right to dispute any claim on any grounds; (c) a promise
or requirement to pay any particular claim; (d) an implication, admission, or finding that any
particular claim is an administrative expense claim, other priority claim or otherwise of a type
specified or defined in the Rejection Notice or this order; (e) an admission as to the validity,
priority, enforceability, or perfection of any lien on, security interest in, or other encumbrance on
property of the Debtors’ estates; or (f) a waiver or limitation of any claims, causes of action, or
other rights of the Debtors or any other party in interest against any person or entity under the
Bankruptcy Code or any other applicable law.
5.
All rights and defenses of the Debtors are preserved, including all rights and
defenses of the Debtors with respect to a claim for damages arising as a result of a Contract
rejection, including any right to assert an offset, recoupment, counterclaim, or deduction.
In addition, nothing in this order or the Rejection Notice shall limit the Debtors’ ability to
subsequently assert that any particular Contract is terminated and is no longer an executory
contract or unexpired lease, respectively.
Case 24-11217-BLS Doc 250-1 Filed 07/11/24 Page 10 of 11
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6.
Notice of the Rejection Notice as provided therein shall be deemed good and
sufficient notice of such Rejection Notice and the requirements of Bankruptcy Rule 6004(a) and
the Local Rules are satisfied by such notice.
7.
Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this order
are immediately effective and enforceable upon its entry.
8.
The Debtors are authorized to take all actions necessary to effectuate the relief
granted in this order.
9.
This Court retains jurisdiction with respect to all matters arising from or related to
the implementation, interpretation, and enforcement of this order.
Case 24-11217-BLS Doc 250-1 Filed 07/11/24 Page 11 of 11