Agreed Order Resolving Motion of Zensar Technologies Inc

Summary

This Agreed Order in the Chapter 11 case of Vyaire Medical, Inc., Debtor, Case No. 24-11217, in the U.S. Bankruptcy Court for the District of Delaware resolves the motion of Zensar Technologies Inc. to compel assumption or rejection of executory contracts and allow administrative expenses. It provides that the Debtors are deemed to reject the Zensar Executory Contracts as of November 14, 2024, and that Zensar has allowed administrative expenses of $359,244 through October 27, 2024, plus $67,649 for October 28, 2024 through November 14, 2024, for a total claim of $426,893. It authorizes a transition services agreement with Zensar for information technology infrastructure support and cybersecurity operations. The signature block names Brendan L. Shannon, United States Bankruptcy Judge.

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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:
VYAIRE MEDICAL, Inc.,

Debtor.
Chapter 11

Case No. 24-11217 (BLS)

Re: Docket No. 699
AGREED ORDER RESOLVING MOTION OF ZENSAR TECHNOLOGIES INC.
FOR ENTRY OF AN ORDER (I) COMPELLING ASSUMPTION OR
REJECTION OF EXECUTORY CONTRACTS AND (II) ALLOWING
ADMINISTRATIVE EXPENSES AND COMPELLING PAYMENT THEREOF
Upon consideration of the motion of Zensar1 for an order compelling the Debtors to assume
or reject the Zensar Executory Contracts, and for allowance and compelling payment of the Zensar
Administrative Expenses and any responses thereto, after notice and opportunity for a hearing, it
is hereby ORDERED as follows:
1.
The Motion is GRANTED, as set forth herein.
2.
The Debtors are hereby deemed to REJECT the Zensar Executory Contracts as of
November 14, 2024.
3.
If Zensar asserts a general unsecured claim against the Debtors arising from the
rejection of the Zensar Executory Contracts, it must file a proof of claim on or before
thirty (30) days after the entry of this Order.  If no proof of claim is timely filed, Zensar shall be
forever barred from asserting a general unsecured 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.

1 Capitalized terms used but not otherwise defined herein shall have the meaning ascribed such terms in the Motion
[Docket No. 699].
Case 24-11217-BLS    Doc 729    Filed 11/12/24    Page 1 of 2

4.
Zensar shall have ALLOWED administrative expenses in the amount of $359,244
for the period from the Petition Date though October 27, 2024, plus $67,649 for services provided
by Zensar to Vyaire during the period from October 28, 2024 through November 14, 2024 for a
total claim of $426,893 (the “Allowed Administrative Expense Claim”).
5.
Unless previously satisfied, the Debtors are hereby ORDERED to pay the Allowed
Administrative Expense Claim in accordance with the terms of the Plan (as amended).
6.
The Debtors are hereby AUTHORIZED to enter into a transition services
agreement with Zensar for certain information technology infrastructure support and cybersecurity
operations to be provided by Zensar to the Debtors’ estates for a period commencing on November
14, 2024.2
7.
Court retains jurisdiction with respect to all matters arising from or related to the
implementation, interpretation, and enforcement of this order.

2 Nothing herein should be construed as an obligation of the Debtors to seek court authority to enter into transition
services or other postpetition agreements with vendors.
BRENDAN L. SHANNON
UNITED STATES BANKRUPTCY JUDGE
Dated: November 12th, 2024
Wilmington, Delaware
Case 24-11217-BLS    Doc 729    Filed 11/12/24    Page 2 of 2

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