Vyaire - Motion to Assume and Assign Contracts to ZOLL Medical
- Date
- 2024-11-22
Summary
Exhibit A, filed November 22, 2024 as Doc 793-2 in In re Vyaire Medical, Inc., et al., Case No. 24-11217 (BLS), in the U.S. Bankruptcy Court for the District of Delaware, is a proposed order authorizing the debtors to assume and assign contracts to Zoll Medical Corporation. Under section 365 of the Bankruptcy Code and Bankruptcy Rule 6006, the order would make the assignment effective as of November 22, 2024, make the assignee responsible for any cure costs, and find adequate assurance of future performance. It would deem pre-assignment defaults satisfied or waived and relieve the debtors of liability for later breaches. Exhibit 1 lists the assumed contracts, mostly distribution agreements with international counterparties at $0.00 cure amounts, and a Politecnico di Milano research agreement with a cure amount of $28,105.56.
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Case 24-11217-BLS Doc 793-2 Filed 11/22/24 Page 1 of 6
EXHIBIT A
Proposed Order
67696/0001-48855860
Case 24-11217-BLS Doc 793-2 Filed 11/22/24 Page 2 of 6
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 ASSUME AND ASSIGN
CONTRACTS TO ZOLL MEDICAL CORPORATION
Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in possession
(collectively, the “Debtors”) for entry of an order (this “Order”), pursuant to section 365 of the
Bankruptcy Code and Bankruptcy Rule 6006, authorizing the Debtors to assume and assign the
Contracts to Zoll Medical Corporation (the “Assignee”), all as more fully set forth in the Motion;
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 this 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
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 defined herein have the meanings given to such terms in the Motion.
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Case 24-11217-BLS Doc 793-2 Filed 11/22/24 Page 3 of 6
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 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 as set forth herein.
2. The Debtors are authorized to assume and assign the Contracts set forth on Exhibit
1 to the Assignee pursuant to sections 105(a) and 365 of the Bankruptcy Code, effective as of
November 22, 2024 (the “Effective Date”), and such Contracts are deemed assumed and assigned
to the Assignee without the need for any further Court order or the execution of any further
documents or other instruments.
3. The Assignee shall be responsible for any cure costs associated with the assumption
and assignment of the Contracts.
4. All defaults or other obligations under the Contracts arising prior to the Effective
Date (without giving effect to any acceleration clauses or any default provisions of the kind
specified in section 365(b)(2) of the Bankruptcy Code), if any, shall be deemed satisfied or waived
by the contract counterparties to such Contracts, and the contract counterparties shall be forever
barred, estopped, and permanently enjoined from asserting, imposing, charging or claiming against
the Debtors (i) that any amounts are due or any defaults exist, (ii) any counterclaim, defense, setoff,
or any other claim asserted or assertable against the Debtors, and (iii) any accelerations, assignment
2
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Case 24-11217-BLS Doc 793-2 Filed 11/22/24 Page 4 of 6
fees, increases, or any other fees as a result of the Debtors’ assumption and assignment of the
Contracts.
5. The Assignee has demonstrated adequate assurance of future performance and has
satisfied the requirements set forth in section 365(b)(1) of the Bankruptcy Code.
6. The contract counterparties to the Contracts shall be deemed to have consented to
the assumption and assignment of the Contracts under section 365(c)(1) of the Bankruptcy Code,
section 365(e)(2) of the Bankruptcy Code, or otherwise, and the Assignee shall enjoy all of the
rights and benefits under the assumed and assigned Contracts as of the Effective Date.
7. The Assignee shall be obligated to perform obligations, arising from or after the
Effective Date. The Debtors shall be relieved of any liability resulting from any subsequent breach
of the Contracts pursuant to section 365(k) of the Bankruptcy Code.
8. Notwithstanding the provisions of Bankruptcy Rule 6006(d), this Order shall be
effective immediately upon entry.
9. The Debtors are authorized to take all actions necessary to implement the relief
granted in this Order.
10. The Court shall retain jurisdiction with respect to all matters arising from or related
to the implementation of this Order.
3
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Case 24-11217-BLS Doc 793-2 Filed 11/22/24 Page 5 of 6
Exhibit 1
(Assumed and Assigned Contracts)
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Case 24-11217-BLS Doc 793-2 Filed 11/22/24 Page 6 of 6
Assumed and Assigned Contracts
Row # Counterparty Name Debtor Entity Contract Name Cure Amount
9581 A&D Medical Technologies Sarl Vyaire Medical, Inc. A&D Medical Technologies Sarl IDA (as amended) 2024-11-10 $0.00
9582 A. Papaetis Services Ltd. Vyaire Medical, Inc. A. Papaetis Services Ltd. 2024-10-23 IDA (as amended) $0.00
9583 AB Medical Group Estonia Ltd Vyaire Medical, Inc. AB Medical Group 2024-10-11 IDA (as amended) $0.00
9584 Advamed Medical Innovation Co., Ltd. Vyaire Medical, Inc. Advamed Medical Innovation Co., Ltd. IDA (as amended) - 2024-11-01 $0.00
9585 Advanced Technology Company KSCP Vyaire Medical, Inc. ATC IDA (as amended) 2024-11-01 $0.00
9586 Alpha MedTech Limited Vyaire Medical, Inc. Alpha MedTech Limited IDA (as amended) 2024-10-23 $0.00
9587 Aquilant Limited Vyaire Medical, Inc. Aquilant Limited IDA (as amended) 2024-10-11 $0.00
9588 Arbor Medical Corporation Vyaire Medical, Inc. Arbor Medical IDA (as amended) 2024-10-11 $0.00
9589 Arseus Hospital nv Vyaire Medical, Inc. Arseus Hospital nv IDA (as amended) 2024-10-11 $0.00
9590 Artema Medical Vyaire Medical, Inc. Artema Medical - Pakistan - IDA (as amended) 2024-10-11 $0.00
9591 Connect Medizintechnik Gmbh Vyaire Medical, Inc. Connect Medizintechnik IDA (as amended) 2024/10/11 $0.00
9592 Cosmo Medical, Inc. Vyaire Medical, Inc. Cosmo Medical, Inc. - Philippines - IDA (as amended) 2024-10-23 $0.00
9593 Cranium Faustum s.r.o. Vyaire Medical, Inc. Cranium Faustum s.r.o. - Czechia - IDA (as amended) 2024-10-23 $0.00
9594 Dartin Slovensko Spol s.r.o. Vyaire Medical, Inc. Dartin Slovensko IDA (as amended) 2024-10-23 $0.00
9595 Dartin spol. s.r.o. Vyaire Medical, Inc. Dartin spol. s.r.o. IDA (as amended) - 2024-10-11 $0.00
9596 Gateway Healthcare Ltd Vyaire Medical, Inc. Gateway Healthcare Ltd - Thailand - IDA (as amended) 2024-11-10 $0.00
9597 Hemisferio Sur S.A. Vyaire Medical, Inc. Hemisferio Sur S.A. IDA (as amended) - 2024-10-24 $0.00
9598 Instrumentacion S.A. Vyaire Medical, Inc. Instrumentacion S.A. IDA (as amended) - 2024-11-01 $0.00
9599 Lemix Co. Ltd. Vyaire Medical, Inc. Lemix Co. Ltd. IDA IDA (as amended) 2024-10-24 $0.00
9600 Leonel Dominguez Srl Vyaire Medical, Inc. Leonel Dominguez Srl IDA (as amended) 2024-10-23 $0.00
9601 Life Care Medical Systems Vyaire Medical, Inc. Life Care Medical Systems IDA (as amended) - 2024-10-24 $0.00
9602 Maxim Incorporation Traders Pvt. Ltd Vyaire Medical, Inc. Maxim Incorporation IDA (as amended) - 2024-10-24 $0.00
9603 Medi-lan Schweiz ag Vyaire Medical, Inc. Medi-lan IDA IDA (as amended) - 2024-11-10 $0.00
9604 Mediplex SA Vyaire Medical, Inc. Mediplex IDA IDA (as amended) - 2024-10-23 $0.00
9605 Med-Pro Hungary Kft Vyaire Medical, Inc. Med-Pro Hungary IDA (as amended) - 2024-10-23 $0.00
9606 Nairobi Enterprises Ltd. Vyaire Medical, Inc. Nairobi Enterprises Ltd.IDA (as amended) - 2024-11-10 $0.00
9607 New Technology d.o.o. Vyaire Medical, Inc. New Technology d.o.o. IDA (as amended) - 2024-10-23 $0.00
9608 Novamed Sarl Vyaire Medical, Inc. Nairobi Enterprises Ltd. IDA (as amended) - 2024-10-23 $0.00
9609 NZ Techno Handels GmbH Vyaire Medical, Inc. NZ Techno Handels IDA (as amended) - 2024-10-23 $0.00
9610 OHM Biomedical Engineering Services Vyaire Medical, Inc. OHM BIOMEDICAL ENGINEERING SERVICES - Australia - IDA (as amended) - $0.00
2024-10-23
9611 Panamed of Miami Corp Vyaire Medical, Inc. Panamed of Miami Corp IDA (as amended) - 2024-10-17 $0.00
9578 Politecnico di Milano Vyaire Medical, Inc. Politecnico di Milano Research in Neonatal Ventilation & FOT DocuSign ID $28,105.56
A2305198-47E4-43B5-98B3-AB6699C2A2DB
9579 Politecnico di Milano Vyaire Medical, Inc. 3-way Confidential Disclosure Agreement between Politecnico di Milano, $0.00
Amsterdam University Medical Center, and Vyaire Medical - 07/01/2023
9612 Productos Médicos Y Quirurgicos S.A. Vyaire Medical, Inc. Productos Médicos Y Quirurgicos S.A. (Promedica) - Dominican Republic - $0.00
(Promedica) IDA (as amended) - 2024-10-23
9613 Profesionales de Equipo Medico SA de CV Vyaire Medical, Inc. International Exclusive Non-EEA Distribution Agreement IDA (as amended) $0.00
- 2024-11-10
6144 Rohanika Electronics & Medical Systems Vyaire Medical, Inc. Rohanika 2020-02-19 IDA $0.00
9580 Rohanika Electronics & Medical Systems Vyaire Medical, Inc. Rohanika IDA Amendment 1 $0.00
9614 Royal medical Vyaire Medical, Inc. Royal medical - Egypt - IDA (as amended) - 2024-11-01 $0.00
9615 Seoil Pacific Corporation Vyaire Medical, Inc. Seoil Pacific Corporation - South Korea - IDA (as amended) - 2024-10-23 $0.00
9616 Servicios de Ingenieria en Medicina SA de CV Vyaire Medical, Inc. International Exclusive Non-EEA Distribution Agreement IDA (as amended) $0.00
- 2024-11-10
9617 Sindian Healthcare Systems Vyaire Medical, Inc. Sindian Healthcare Systems - Jordan - IDA (as amended) - 2024-11-01 $0.00
9618 Somnotec (S) Pte. Ltd. Vyaire Medical, Inc. Somnotec (S) Pte. Ltd. - Singapore - IDA (as amended) - 2024-10-23 $0.00
9619 Trans Health Care India Private Limited Vyaire Medical, Inc. Trans Health Care IDA (as amended) 2024-10-11 $0.00
9620 Transcore Taiwan Co. Ltd. Vyaire Medical, Inc. Transcore Taiwan Co. Ltd. - Taiwan - IDA (as amended) - 2024-10-11 $0.00
9621 Vikas Medical Devices Vyaire Medical, Inc. Vikas Medical Devices IDA (as amended) 2024-10-11 $0.00
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