Vyaire - Notice of Filing of TSA Contracts
- Date
- 2024-11-22
Summary
Doc 789-2, filed November 22, 2024 in Case No. 24-11217 (BLS), the jointly administered Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware, is Exhibit 2 (ZOLL TSA). It is a Transition Services Agreement entered into as of October 11, 2024 between Vyaire Holding Company, as seller, and ZOLL Medical Corporation, as purchaser, under an Asset Purchase Agreement dated as of September 1, 2024. The agreement sets out the scope and standards of services the seller will provide, reverse services the purchaser will provide, fees, taxes, monthly invoicing and interest of 1.5% each month on past-due amounts. The 43-page exhibit ends with a schedule of reverse services in accounting and technology with termination dates of 3 months or 6 months from the effective date.
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Case 24-11217-BLS Doc 789-2 Filed 11/22/24 Page 1 of 43
Exhibit 2
(ZOLL TSA)
Case 24-11217-BLS Doc 789-2 Filed 11/22/24 Page 2 of 43
TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of
October 11, 2024 (the “Effective Date”), by and between Vyaire Holding Company, a Delaware
corporation (“Seller”), and ZOLL Medical Corporation, a Massachusetts corporation
(“Purchaser”) (Seller and Purchaser are individually each a “Party” and collectively, the “Parties”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned
to them in that certain Asset Purchase Agreement, dated as of September 1, 2024 and as amended
October 11, 2024, by and among Seller, Purchaser, and the other parties thereto (the “Purchase
Agreement”).
RECITALS
WHEREAS, pursuant to the Purchase Agreement, Purchaser acquired the Business; and
WHEREAS, on June 9, 2024, Seller, together with certain of its Affiliates, filed voluntary
cases under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 (the
“Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the
“Bankruptcy Court”), which cases are jointly administered for procedural purposes under Case
No. 24-11217 (BLS) (the “Bankruptcy Cases”);
WHEREAS, in order to provide for an orderly transition of operation of the Business from
Seller to Purchaser, Seller will provide or cause its Affiliates to provide to Purchaser, certain
services for specified periods following the Effective Date, all in accordance with and subject to
the terms and conditions set forth herein; and
WHEREAS, the Business constitutes only a portion of the Seller’s and its Subsidiaries’
entire businesses; the remainder of their businesses (the “Remaining Business”) will either be
bought by a third party (the “Other Purchaser”) or will remain with Seller. If any of the Remaining
Business is sold to the Other Purchaser, Seller will be entering into an agreement to provide similar
services to such Other Purchaser and intends that such Other Purchaser may assume the obligation
to provide certain Services to Purchaser.
NOW, THEREFORE, for good and adequate consideration, the receipt and sufficiency of
which is hereby acknowledged, and in consideration of the premises, mutual promises,
representations, warranties, and covenants herein contained, and subject to and on the terms and
conditions hereinafter set forth, the Parties, intending to be legally bound, agree as follows:
AGREEMENT
1. Services.
(a) Scope of Services. Subject to the terms and conditions set forth in this Agreement,
for the periods set forth in Schedule A, Seller shall provide, or cause to be provided, to Purchaser
the services set forth in Schedule A (each, a “Service” and collectively, the “Services”).
Notwithstanding anything to the contrary contained herein, Seller shall not be obligated to provide
or cause to be provided any Service if the provision of such Service would violate any applicable
Law.
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(b) Bankruptcy Dispositions. Notwithstanding anything in this Agreement to the
contrary, Seller shall have no obligation to provide, or cause to be provided, any Service to the
extent that such Service cannot be provided without an asset or resource that was divested or
otherwise disposed of in connection with any of the Bankruptcy Cases (a “Bankruptcy
Disposition”); provided, however, that to the extent such Bankruptcy Disposition is to the Other
Purchaser, Seller shall require that such Other Purchaser assume the requirements to provide such
Services to Purchaser that Seller can no longer provide due to the Bankruptcy Disposition in
accordance with the terms of this Agreement. Purchaser acknowledges and agrees that Seller and
certain of its Affiliates are debtors in the Bankruptcy Cases and that, as such, it and such Affiliates
are subject to limitations on debtors under chapter 11 of the Bankruptcy Code and subject to any
orders of the Bankruptcy Court and its debtor-in-possession financing, and that, in addition, Seller
may have further limitations on its resources (including if the Fees due under this Agreement are
not paid in a timely manner). Purchaser agrees that the obligations and efforts herein of Seller and
its Affiliates are qualified accordingly.
(c) Use of Services. Purchaser will, and will cause its Affiliates to, adhere to all terms
and conditions or policies as set forth in this Agreement in respect of its receipt of the Services.
The Services will be provided solely to, and may be used solely by, Purchaser (or its Affiliates) in
connection with the operation of the Business as the Business was operated in the twelve (12)-
month period prior to the Effective Date. Seller has no obligation to provide any Service to
Purchaser in a manner greater in any material respect than the level the Business used such Service
as of the Effective Date.
(d) Change Requests. Purchaser may make a request to Seller for changes to any of
the Services (including additional Services); provided that such request is made in writing and
describes in adequate detail those Services requested to be modified (or added) (a “Change
Request”) and Purchaser will be responsible for any increased Fees as mutually agreed by the
parties in connection with such request. To the extent Seller agrees to such changes (such
agreement not to be unreasonably withheld, conditioned, or delayed), and a Change Request will
become valid upon execution by both Purchaser and Seller.
(e) Standards of Services. Seller will use commercially reasonable efforts to provide,
or cause to be provided, the Services in a workmanlike manner. To the extent that the Services
are consistent with the activities of the Seller in the Ordinary Course, after giving effect to the
Transactions and transactions with Other Purchaser and subject to the other terms and conditions
in this Agreement, the Services provided to Purchaser shall be based on past practices of the Seller
in connection with the Business. Purchaser acknowledges that Seller may, in its sole and
reasonable discretion, temporarily suspend the provision of Services (or any part thereof) for
reasons of preventative or emergency maintenance; provided, however, that Seller provides
Purchaser reasonable advance notice for any such suspension related to preventative maintenance.
(f) Third Party Consents. To the extent the provision by Seller or its subcontractors of
any Service requires the consent, license, or approval of any third party to provide any Service (a
“Consent”), then Seller and Purchaser shall cooperate in good faith to obtain such Consent to
enable Seller or its applicable subcontractor to provide such Service. Purchaser shall bear the
costs, fees and expenses of seeking and obtaining any such Consent, including any cure amount
related thereto. If a Consent is required to permit Seller or a subcontractor to provide, or Purchaser
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to receive, a particular Service, then Seller shall be relieved of the obligation to provide the
applicable Services until such Consent is obtained.
(g) Cooperation. Purchaser shall (i) cooperate with Seller to provide all resources and
timely decisions, approvals and acceptances in order that Seller may perform its obligations under
this Agreement in a timely and efficient manner, and (ii) make available on a timely basis to Seller
access to employees, facilities, systems, and all information and materials requested by Seller, in
each case as reasonably necessary for providing the Services. Notwithstanding the foregoing,
Seller’s delay in performing or failure to perform any of its obligations under this Agreement shall
be excused (and Seller shall not be liable to Purchaser) if and to the extent such delay or failure
results from Purchaser’s failure to timely provide any of the foregoing or to perform any of its
obligations hereunder.
(g) Transition Management. Each of Seller and Purchaser shall, within five (5) days
after the Effective Date appoint a transition manager that shall serve as the primary point of contact
for each Party with respect to the administration of this Agreement. The transition managers shall
work in good faith to resolve any disputes regarding the implementation of the Services and
Reverse Services.
(h) Reverse Services. During the Term, Purchaser (whether itself or through one or
more of its Affiliates, subcontractors, or third-party service providers) will use commercially
reasonable efforts to provide, or cause to be provided, the services as set forth in Schedule B to
Seller or one of its Affiliates (each a “Reverse Service” and collectively the “Reverse Services”)
on the terms and conditions set forth herein and for the duration set forth therein. The term for
each Reverse Service shall commence on the Effective Date and, subject to Sections 3(c) and 3(d),
expire and terminate upon the expiration or termination of this Agreement. The terms and
conditions of this Agreement shall apply to Purchaser’s provision of the Reverse Services, mutatis
mutandis, for which purposes all references in this Agreement to Seller shall be deemed to be
references to Purchaser and vice versa, all references in this Agreement to Services shall be deemed
to be references to Reverse Services, all references in this Agreement to Schedule A shall be
deemed to be references to Schedule B, and all references in this Agreement to the Business shall
be deemed to be references to the business of the Seller (taking into account any Bankruptcy
Disposition).
2. Pricing and Payment.
(a) Fees. As consideration for the Services, Purchaser shall pay to Seller or its
designee, all reasonable and documented fees, costs and expenses incurred relating to the Services
(the “Fees”), including any additional license fees, cure costs, temporary right-to-use fees,
royalties, or other amounts payable to any third party that may be necessary for Seller to provide
the Services; provided that to the extent any of the foregoing would be increased as a result from
entering into a new Contract, engaging a new third party provider, a request from a third party
provider to increase its costs, agreeing to any new or increased cure cost that would result in cure
costs exceeding the Cure Costs Cap, a request to a third party provider that would result in an
increase in the costs of such provider, or an increase in compensation of Seller employees, in each
case, as compared to as of the Effective Date, Purchaser shall have consented to such increase;
provided further that to the extent such increase is necessary in order for Seller to continue to
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provide the Services in accordance with the terms of this Agreement and Purchaser does not
consent to such increase, Seller’s shall be excused from performance of such Service to the extent
of such inability. In addition, Purchaser shall bear any third party costs and expenses arising in
connection with any early termination of a Service or this Agreement. All amounts charged under
this Agreement will be billed and paid in U.S. Dollars.
(b) Taxes.
(i) Sales Tax or Other Transfer Taxes. Unless otherwise specified in the
applicable invoice, the Fees are exclusive of Sales and Service Taxes. Purchaser shall bear
any and all sales, use, excise, value added, goods and service, consumption, turnover,
transaction and transfer taxes and any other similar Taxes imposed on or payable with
respect to the Services (collectively, the “Sales and Service Taxes”); provided that each of
Seller and Purchaser shall be responsible for Taxes based on its net income. Within ten
(10) days of receipt of an invoice in accordance with Section 2(c), such Sales and Service
Taxes will be payable by Purchaser in addition to Fees, in accordance with this Agreement;
provided that unless otherwise required by applicable Law, Purchaser shall pay an amount
equal to such Sales and Service Taxes to the applicable governmental authority and shall
file all tax returns that are required to be filed in connection therewith; provided further
that to the extent Seller is required by applicable Law to remit such Sales and Service Taxes
to the applicable governmental authority, Purchaser shall timely pay an amount equal to
such Sales and Service Taxes to Seller and Seller shall remit such Sales and Service Taxes
to the applicable governmental authority and shall file all tax returns that are required to be
filed in connection therewith. The Parties shall cooperate with one another in good faith
to minimize any Sales and Service Taxes, including by providing any applicable tax forms,
documentation or certificates as may be reasonably necessary to avail of any exemption
from, or reduction of, such Sales and Service Taxes.
(ii) Withholding Tax or Other Similar Taxes. Payments for Services or other
amounts under this Agreement shall be made free and clear of, and without deduction or
withholding for any Taxes; provided that if any withholding or deduction is required
pursuant to any applicable Law, Purchaser will: (1) withhold or deduct such Tax from the
amount payable to Seller, (2) gross up the amount payable to Seller as necessary so that
after making all such required withholding and deductions, Seller receives the amount it
would have received had no such withholding or deduction of Taxes been made, (3) timely
pay the withheld or deducted amount to the relevant governmental authority and (4)
promptly forward to Seller a certificate or other evidence of such payment.
(c) Billing and Payment.
(i) Purchaser Invoices. Seller shall invoice Purchaser in advance on a monthly
basis for, and Purchaser shall pay the invoice within thirty (30) days of receipt of, the
estimated Fees that are expected to be payable for the following month in accordance with
the terms of this Agreement with respect to Services to be provided in the month following
such invoice. In addition, such invoice shall (A) include any amounts payable in
accordance with the terms of this Agreement that are in excess of amounts previously
included in the prior month’s invoice, (B) be reduced to the extent the estimated amounts
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in the prior month’s invoice were in excess of the amounts actually incurred during such
prior month in accordance with the terms of this Agreement, and (C) supporting
documentation for the Fees incurred in the prior month.
(ii) Payment Method. Purchaser shall pay Seller by wire transfer in accordance
with the instructions provided by Seller in writing to Purchaser. In the event Purchaser
disputes in good faith any amount reflected on an invoice, Purchaser shall deliver a written
statement to Seller within ten (10) days following receipt of Seller’s invoice, listing all
disputed items and providing a reasonably detailed description of each disputed item.
(d) Interest Payments on Amounts Past Due. All payments required to be made
pursuant to this Agreement shall bear interest from and including the date such payment is due
until but excluding the date of payment, at a rate of the lesser of (i) one and one-half percent (1.5%)
each month and (ii) the highest amount permitted by applicable Law. Such interest shall be
payable at the same time as the payment to which it relates and will be calculated on the basis of
a month of thirty (30) days and the actual number of days elapsed.
(e) Right of Set-Off. No Party may set-off, net, offset and otherwise similarly recoup
any payments to be made or otherwise owed by such Party to the other Party, its Affiliates, or any
of its or their respective successors and permitted assigns pursuant to this Agreement, and each
Party hereby waives any rights of set-off, netting, offset, recoupment or similar rights that such
Party, its Affiliates, or any of its or their respective successors and permitted assigns has or may
have with respect to, the payments to be made by or otherwise owed by such Party pursuant to this
Agreement.
3. Term and Termination.
(a) Term. The term of this Agreement will commence on the Effective Date and,
unless sooner terminated pursuant to Section 3(c) or Section 3(d) or as mutually agreed among the
Parties, continue until the earlier of (i) the date that is six (6) months after the Effective Date
(provided that, the term of this Agreement shall continue until the date that is eighteen (18) months
after the Effective Date for the Services related to the legal manufacturer registration) and (ii) the
date on which all of the Services have been terminated or have expired (the “Term”). For clarity,
with respect to each of the Services, the term of each Service will commence on the Effective Date
and, subject to Section 3(c) and Section 3(d), shall expire and terminate upon the date specified
for such Service in Schedule A unless sooner terminated as set forth in this Agreement (the last
date in each such term is referred to herein as the “Termination Date” for each of such Services).
Purchaser will use commercially reasonable efforts to end Purchaser’s need to use each Service as
soon as commercially practicable following the Effective Date, but in no event later than the
applicable Termination Date.
(b) Notwithstanding anything to the contrary in this Agreement, if (i) the provision of
any Service is dependent upon access to an executory contract and (ii)(A) the Termination Date
set forth on Schedule A for any Service would otherwise occur after the effective date of any plan
of reorganization in the Bankruptcy Cases (the “Plan Effective Date”) or (B) the term with respect
to such Services would otherwise extend beyond the Plan Effective Date, such Service will
terminate on the Plan Effective Date unless Purchaser agrees to pay any associated cure cost for
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Seller to assume and assign the executory contract to Purchaser and Purchaser does so assume
such executory contract on or prior to the Plan Effective Date.
(c) Termination by Purchaser. Except as otherwise specified in Schedule A 1, Purchaser
will have no obligation to continue to use any of the Services, and may reduce or terminate a
Service in whole or in part, by giving Seller not less than thirty (30) days’ prior written notice of
its desire to reduce or terminate such Service; provided, however, that the reduction or termination
of such Service will be effective as of the beginning of the following calendar month (after the
expiration of such thirty (30)-day notice period). As soon as reasonably practicable following
receipt of any such notice, Seller will advise Purchaser in writing as to whether the reduction or
termination of such Service will require the reduction, termination or partial termination of, or
otherwise affect the performance of, any other Services and related details. Upon receipt of such
advice from Seller, Purchaser may withdraw or confirm its reduction or termination notice within
five (5) Business Days following the receipt of such advice from Seller. No reduction or
termination notice will be deemed final unless Purchaser provides Seller with written notice
confirming such reduction or termination notice.
(d) Termination for Breach.
(i) By Seller. Seller may terminate its obligation to provide a particular Service
immediately upon written notice if Purchaser materially breaches this Agreement in respect
of such Service and has not cured such breach within ten (10) days after receipt from Seller
of written notice of such breach, and Seller may terminate its obligation to provide a
particular Service immediately upon written notice if such Service can no longer be
provided as a result of a Bankruptcy Disposition.
(ii) By Purchaser. Subject to the qualifications with respect to Seller and its
Affiliates set forth in Section 1(b), Purchaser may terminate any or all Services it is
receiving immediately upon written notice if Seller materially breaches this Agreement and
has not cured such breach within ten (10) days after receipt from Purchaser of written notice
of such breach. In the event the Purchaser terminates this Agreement in accordance with
this Section 3(d)(ii), the Purchaser shall only be responsible for Fees related to Services
provided in accordance with the terms of this Agreement and shall have no obligations to
pay the Seller any Fees accruing after the effective date of such termination.
(e) Effect of Termination. Each Party acknowledges and agrees that the expiration or
termination of a Service or this Agreement for any reason shall not release a Party from any
liability or obligation with respect to those Services that have not been terminated (including the
continuing duty to provide those Services or portions thereof that have not been terminated), or
other obligation that already has accrued as of the effective date of such termination, as applicable,
and shall not constitute a waiver or release of, or otherwise be deemed to adversely affect, any
rights, remedies, or claims which a Party may have hereunder at Law, in equity or otherwise or
which may arise out of or in connection with such termination. In the event of the expiration or
termination of this Agreement or any Service for any reason, all applicable rights and obligations
of the Parties will immediately cease and terminate, and no Party will have any further obligation
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Note to Draft: To be negotiated, if applicable and mutually agreed, in Schedule.
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to the other Party with respect to this Agreement (or such Service), except (i) for payment of Fees
accrued but unpaid, (ii) Purchaser shall reimburse Seller for all documented early termination,
wind-down, and other costs incurred by Seller or its Affiliates that are associated with the cessation
of the Services, (iii) Seller shall refund Purchaser for any fees pre-paid and not accrued; and (iv)
any obligations that survive pursuant to Section 3(f).
(f) Survival. Section 2, Section 3(e), Section 3(f), Section 5, Section 6, Section 7, and
Section 8 shall survive any termination or expiration of this Agreement.
4. Third-Party Agreements; Intellectual Property; Information Security and Privacy.
(a) Third-Party Agreements. Purchaser agrees to comply with the terms of any license
or other agreement of Seller or any of its Affiliates relating to the performance of any Services.
Purchaser acknowledges that certain Services are dependent on specific underlying third-party
software, systems, or services and any such Services are limited to the scope and time limits
imposed in any license or temporary right-to-use granted by the licensor or service provider
thereof, and as such, notwithstanding the Termination Date of any such Service, the provision of
each such Service will not be extended, and Seller will have no obligation to provide any such
Service, beyond the scope or time limits permitted by the licensor or service provider.
(b) Intellectual Property.
(i) Any Intellectual Property, software, development tools, know-how,
methodologies, processes, technologies or algorithms owned by Seller or any of its
Affiliates and which may during the Term be operated or used by Seller or any of its
Affiliates in connection with the performance of the Services hereunder will remain the
property of Seller, its Affiliates or the Other Purchaser (as applicable) and Purchaser will
have no rights or interests therein.
(ii) No license or right, express or implied, is granted under this Agreement by
either Party or such Party’s Affiliates, except that, solely to the extent required for the
provision or receipt of the Services in accordance with this Agreement, Seller hereby grants
to the Purchaser and its Affiliates a non-exclusive, non-transferable, non-sublicensable
(except to third parties as required for the provision or receipt of Services, but not for their
own independent use), royalty-free, worldwide license during the term of this Agreement
to use Intellectual Property owned or sublicensable by Seller, but only to the extent and for
the duration necessary for Purchaser to receive the applicable Service under this
Agreement. Upon the expiration of such term, or the earlier termination of such Service in
accordance with this Agreement, the license to the relevant Intellectual Property will
terminate (unless, and then only to the extent that, the license to such Intellectual Property
is required or necessary for the provision or receipt of Services that have not been
terminated hereunder); provided that all licenses granted hereunder shall terminate
immediately upon the expiration or earlier termination of this Agreement in accordance
with the terms hereof. The foregoing license is subject to any licenses granted by others
with respect to Intellectual Property not owned by the Parties or their respective
Subsidiaries.
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(c) Information Systems. Each Party shall use commercially reasonable efforts to
maintain an information security program designed to protect sensitive or confidential information.
In accessing any Seller systems or platforms, Purchaser shall (and shall cause its employees to)
comply with Seller’s reasonable policies and instructions, including rules and procedures
pertaining to safety, infrastructure, information technology systems, security, and confidentiality.
Each Party shall comply with applicable Laws related to information security and data privacy as
it applies to the provision or receipt of Services, respectively.
5. Representations and Warranties.
(a) Mutual. Each Party hereby represents and warrants to the other that: (i) the
execution, delivery and performance of this Agreement has been duly and validly authorized; and
(ii) this Agreement constitutes the valid and binding obligations of each Party, enforceable against
each Party in accordance with its terms (subject to bankruptcy, moratorium, and similar laws and
subject to the application of specific performance and other equitable principles).
(b) Seller. Seller hereby represents and warrants to Purchaser that, as of the Effective
Date, to Seller’s knowledge, no asset or resource was divested or otherwise disposed of in
connection with any of the Bankruptcy Cases that is necessary to perform the Services.
Disclaimer. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE
SERVICES ARE PROVIDED “AS-IS” AND NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS AGREEMENT. EACH
PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT THAT ANY
WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.
6. Limitations on Liability.
(a) EXCEPT FOR EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL
MISCONDUCT, WILLFUL BREACH OF THIS AGREEMENT, AND BREACHES OF
CONFIDENTIALITY, IN NO EVENT WILL SELLER OR ANY OF ITS AFFILIATES BE
LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OR LOST PROFITS, LOSS OF REVENUE, OR LOST SALES
IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF WHETHER SUCH PARTY
WAS ADVISED OF THE POSSIBILITY OF SUCH CLAIMS, LOSSES, DAMAGES,
INJURIES, OR LIABILITIES. THE AGGREGATE DAMAGES FOR WHICH A PARTY MAY
BE LIABLE IN CONNECTION WITH OR AS A RESULT OF THIS AGREEMENT OR THE
SERVICES SHALL NOT EXCEED THE AMOUNT EQUAL TO THE AGGREGATE
AMOUNT PAID TO SELLER OF THE SERVICES UNDER THIS AGREEMENT FOR THE
APPLICABLE SERVICE GIVING RISE TO THE CLAIM FOR DAMAGES. THE
LIMITATIONS ON LIABILITY IN THIS SECTION 6 APPLY TO ANY AND ALL CLAIMS,
LOSSES, DAMAGES, INJURIES, OR LIABILITIES, HOWEVER CAUSED AND
REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM
CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY,
EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS,
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LOSSES, DAMAGES, INJURIES, OR LIABILITIES, AND REGARDLESS OF WHETHER
THE LIMITED REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL
PURPOSE.
(b) Duty to Mitigate. Each Party shall use commercially reasonable efforts to mitigate
liability, damages, and other losses arising out of, relating to, or in connection with, any
performance or lack of performance under this Agreement.
7. Confidentiality. Each Party may disclose Confidential Information under this Agreement
to the other Party and to their and the other Party’s Advisors in connection with the provision and
receipt of Services. The Party receiving the Confidential Information is the “Receiving Party” and
the Party disclosing the Confidential Information is the “Disclosing Party.”
(a) Definition of Confidential Information.
(i) With respect to the Seller, “Confidential Information” means all proprietary
and confidential information related to the Remaining Business that is provided in
connection with the provision of the Services hereunder, including data, inventions, trade
secrets, technical information, know-how, product and pricing information and plans,
research and development activities, marketing plans and activities, customer, supplier and
prospect information, employee and financial information, and information disclosed by
third parties of a proprietary or confidential nature or under an obligation of confidence.
(ii) With respect to the Purchaser, “Confidential Information” means all
proprietary and confidential information and data, provided or received in connection with
the provision of the Services hereunder (excluding only information pertaining solely to
the Remaining Business), concerning the business, business relationships (including
prospective customers and business partners) or financial affairs of Purchaser or any of its
Affiliates, whether or not in writing and whether or not labeled or identified as confidential
or proprietary, including inventions, trade secrets, technical information, know-how,
product and pricing information and plans, research and development activities, marketing
plans and activities, customer, supplier and prospect information, employee and financial
information, and information disclosed by third parties of a proprietary or confidential
nature or under an obligation of confidence. For clarity, any Acquired Assets (as such term
is defined in the Purchase Agreement) shall be the Confidential Information of Purchaser.
(iii) Notwithstanding the foregoing, Confidential Information does not include,
and there shall be no obligation under this Section 7, with respect to information that (i) is
or becomes generally available to the public other than as a result of disclosure by the
Receiving Party or its Representatives in violation of this Agreement, (ii) is or becomes
available to the Receiving Party on a non-confidential basis from a source other than the
Disclosing Party or its Representatives, which source, to the Receiving Party’s knowledge,
is not bound by any contractual or other obligation of confidentiality to the Disclosing Party
with respect thereto, (iii) is developed by the Receiving Party or its Representatives
independently of the Confidential Information disclosed to it under this Agreement, or (iv)
was in the Receiving Party’s possession prior to its receipt from or on behalf of the
Disclosing Party and received from a source other than the Disclosing Party or its
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Representatives, which source, to the Receiving Party’s knowledge, is not bound by any
contractual or other obligation of confidentiality to the Disclosing Party with respect
thereto.
(iv) The terms and conditions of this Agreement shall constitute the Confidential
Information of each Party.
(b) Confidentiality. At all times during the Term and so long as the Confidential
Information or trade secret is maintained as such under applicable Law, each Receiving Party shall,
and shall cause its Affiliates, and its and their current and former respective officers, directors,
employees and agents (collectively, such Receiving Party’s “Representatives”) to, keep
completely confidential and not publish or otherwise disclose the Confidential Information of the
Disclosing Party, except to the extent disclosure is permitted by the terms of this Agreement and
the Purchase Agreement. Each Receiving Party shall (and shall cause its Representatives to) take
reasonable actions to protect against any disclosure of the Confidential Information of the
Disclosing Party (and shall use no less than a reasonable degree of care) except as expressly
permitted under this Section 7. Each Receiving Party may disclose Confidential Information
disclosed to it by the Disclosing Party to the extent that such disclosure by the Receiving Party is:
(i) required by applicable Law; provided, however, that the Receiving Party, where reasonably
possible, shall first have given notice to the Disclosing Party and give the Disclosing Party a
reasonable opportunity to quash any applicable order or obtain a protective order requiring that the
Confidential Information and documents that are the subject of such order be held in confidence;
and provided further that if a disclosure order is not quashed or a protective order is not obtained,
the Confidential Information disclosed in response to such court or governmental order shall be
limited to the information that is legally required to be disclosed in response to such court or
governmental order; (ii) made by the Receiving Party or its Representative to its attorneys,
auditors, advisors, consultants, contractors, licensees or other third parties in connection with the
performance of its obligations or exercise of its rights as contemplated by this Agreement;
provided, however, that such individuals or entities shall be subject to obligations of confidentiality
substantially similar to the Receiving Party’s obligations hereunder; or (iii) made by the Receiving
Party or its Representative to actual or prospective acquirers, merger candidates, financing sources,
or investors (and to their respective Affiliates, Representatives, and financing sources); provided
that each such third party signs an agreement that contains obligations of confidentiality
substantially similar to the Receiving Party’s obligations hereunder. Notwithstanding anything in
this Agreement to the contrary, any information provided by Seller to Purchaser hereunder will
continue to be governed by the Confidentiality Agreement (as defined in the Purchase Agreement),
which Confidentiality Agreement shall not terminate upon the execution of this Agreement
notwithstanding anything to the contrary therein. Purchaser will, and will cause its Representatives
and Affiliates to, abide by the terms of the Confidentiality Agreement with respect to such access
and any information furnished to recipient or any of its Affiliates or Representatives; provided that
Purchaser shall have the right to disclose and use the Confidential Information that is included in
the Acquired Assets to exploit any Acquired Assets.
8. Miscellaneous.
(a) Purchase Agreement. In the event of a conflict between the terms of this Agreement
and the Purchase Agreement, the terms of this Agreement shall control with respect to the Services.
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(b) Notices. Except as otherwise expressly provided herein, all notices, demands and
other communications to be given or delivered under or by reason of the provisions of this
Agreement will be in writing and will be deemed to have been given (i) when personally delivered,
(ii) when transmitted by electronic mail (having obtained electronic delivery confirmation thereof),
if delivered by 5:00 P.M. local time of the recipient on a Business Day and otherwise on the
following Business Day, (iii) the day following the day on which the same has been delivered
prepaid to a reputable national overnight air courier service or (iv) the third Business Day
following the day on which the same is sent by certified or registered mail, postage prepaid, in
each case, to the respective Party at the number, electronic mail address or street address, as
applicable, set forth below, or at such other number, electronic mail address or street address as
such Party may specify by written notice to the other Party.
Notices to Seller:
Vyaire Medical
26125 North Riverwoods Blvd
Mettawa, IL 60045
Attention: Legal Department
Email: legalresources@vyaire.com
with copies to (which shall not constitute notice):
Kirkland & Ellis LLP
333 West Wolf Point Plaza
Chicago, IL 60654
Attention: Spencer A. Winters, P.C.
Adam T. Clifford, P.C.
Steve Toth
Yusuf Salloum
Email: steve.winters@kirkland.com
Adam.clifford@kirkland.com
steve.toth@kirkland.com
Yusuf.salloum@kirkland.com
Notices to Purchaser:
ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824
Attention: ACT Division General Counsel
Email: legalnotice@zoll.com
(c) Binding Effect; Assignment. This Agreement shall be binding upon the Parties and
their respective successors and permitted assigns, including any trustee or estate representative
appointed in the Bankruptcy Cases or any successor Chapter 7 cases; provided that neither this
Agreement nor any of the rights or obligations hereunder may be assigned or delegated without
the prior written consent of Purchaser and Seller; provided, however, that Seller may delegate and
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assign responsibility for the Services pursuant to Section 1(b). Notwithstanding anything to the
contrary in this Agreement, Seller may assign this Agreement in whole or in part, including Seller’s
rights or obligations under this Agreement with respect to any Reverse Service, to the Other
Purchaser, and upon such assignment, the terms and conditions of this Agreement shall apply to
Other Purchaser’s receipt of the Reverse Services, mutatis mutandis, for which purposes all
references in this Agreement to Seller shall be deemed to be references to the Other Purchaser.
Any attempted assignment or delegation not in accordance with this Section 8(c) shall be null and
void.
(d) Amendment and Waiver. Any provision of this Agreement or the Schedules or
exhibits hereto may be (a) amended only in a writing signed by Purchaser and Seller or (b) waived
only in a writing executed by the Party against which enforcement of such waiver is sought. No
waiver of any provision hereunder or any breach or default thereof will extend to or affect in any
way any other provision or prior or subsequent breach or default.
(e) Third Party Beneficiaries. Except as otherwise expressly provided herein, nothing
expressed or referred to in this Agreement will be construed to give any Person other than (i) for
purposes of Section 8(f) the Non-Recourse Persons, and (ii) the Parties hereto and such permitted
assigns, any legal or equitable right, remedy, or claim under or with respect to this Agreement or
any provision of this Agreement.
(f) Non-Recourse. This Agreement may only be enforced against, and any Action
based upon, arising out of or related to this Agreement may only be brought against, the Persons
that are expressly named as Parties to this Agreement and any Other Purchaser to which the Seller
has assigned any rights or obligations under this Agreement in accordance with Section 8(c).
Except to the extent named as a Party to this Agreement, and then only to the extent of the specific
obligations of such Parties set forth in this Agreement, (i) no past, present or future shareholder,
member, partner, manager, director, officer, employee, Affiliate, agent or Advisor of any Party
(each, a “Non-Recourse Person”) will have any Liability (whether in contract, tort, equity or
otherwise) for any of the representations, warranties, covenants, agreements or other obligations
or Liabilities of any of the Parties to this Agreement or for any Agreement Dispute and (ii) in no
event shall any Party have any shared or vicarious liability, or otherwise be the subject of legal or
equitable claims, for the actions or omissions (including through equitable claims (such as unjust
enrichment) not requiring proof of wrongdoing committed by the subject of such claims) of any
other Person, and each of such Persons are intended third party beneficiaries of this Section 8(f)
and shall be entitled to enforce this Section 8(f) as if a Party directly hereto.
(g) Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable Law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable Law in any jurisdiction,
such provision will be ineffective only to the extent of such prohibition or invalidity in such
jurisdiction, without invalidating the remainder of such provision or the remaining provisions of
this Agreement or in any other jurisdiction.
(h) Construction. The language used in this Agreement will be deemed to be the
language chosen by the Parties to express their mutual intent, and no rule of strict construction will
be applied against any Person. The headings of the sections and paragraphs of this Agreement
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have been inserted for convenience of reference only and will in no way restrict or otherwise
modify any of the terms or provisions hereof.
(i) Complete Agreement. The Transaction Agreements contain the entire agreement
of the Parties respecting the sale and purchase of the Acquired Assets and the Assumed Liabilities
and the Transactions and supersedes all prior agreements among the Parties respecting the sale and
purchase of the Acquired Assets and the Assumed Liabilities and the Transactions. In the event
an ambiguity or question of intent or interpretation arises with respect to this Agreement, the terms
and provisions of the execution version of this Agreement will control and prior drafts of this
Agreement and the documents referenced herein will not be considered or analyzed for any
purpose (including in support of parol evidence proffered by any Person in connection with this
Agreement), will be deemed not to provide any evidence as to the meaning of the provisions hereof
or the intent of the Parties with respect hereto and will be deemed joint work product of the Parties.
(j) Jurisdiction and Exclusive Venue. Each Party irrevocably agrees that any Action
of any kind whatsoever, including a counterclaim, cross-claim, or defense, regardless of the legal
theory under which any Liability or obligation may be sought to be imposed, whether sounding in
contract or in tort or under statute, or whether at law or in equity, or otherwise under any legal or
equitable theory, that may be based upon, arising out of, or related to this Agreement or the
negotiation, execution, or performance of this Agreement or the Transactions and any questions
concerning the construction, interpretation, validity and enforceability of this Agreement (each, an
“Agreement Dispute”) brought by any other Party or its successors or assigns will be brought and
determined only in (a) the Bankruptcy Court and any federal court to which an appeal from the
Bankruptcy Court may be validly taken or (b) if the Bankruptcy Court is unwilling or unable to
hear such Action, in the Court of Chancery of the State of Delaware (or if such court lacks
jurisdiction, any other state or federal court sitting in the State of Delaware) (the “Chosen Courts”),
and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the Chosen
Courts for itself and with respect to its property, generally and unconditionally, with regard to any
Agreement Dispute. Each of the Parties agrees not to commence any Agreement Dispute except
in the Chosen Courts, other than Actions in any court of competent jurisdiction to enforce any
Order, decree or award rendered by any Chosen Courts, and no Party will file a motion to dismiss
any Agreement Dispute filed in a Chosen Court on any jurisdictional or venue-related grounds,
including the doctrine of forum non-conveniens. The Parties irrevocably agree that venue would
be proper in any of the Chosen Court, and hereby irrevocably waive any objection that any such
court is an improper or inconvenient forum for the resolution of any Agreement Dispute. Each of
the Parties further irrevocably and unconditionally consents to service of process in the manner
provided for notices in Section 8(b). Nothing in this Agreement will affect the right of any Party
to serve process in any other manner permitted by Law.
(k) Governing Law; Waiver of Jury Trial.
(i) Except to the extent the mandatory provisions of the Bankruptcy Code
apply, this Agreement and any Agreement Dispute will be governed by and construed in
accordance with the internal Laws of the State of Delaware applicable to agreements
executed and performed entirely within such State without regards to conflicts of law
principles of the State of Delaware or any other jurisdiction that would cause the Laws of
any jurisdiction other than the State of Delaware to apply.
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(ii) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
AGREEMENT DISPUTE IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES AND THEREFORE HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY AGREEMENT DISPUTE. EACH OF THE PARTIES
AGREES AND CONSENTS THAT ANY SUCH AGREEMENT DISPUTE WILL BE
DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY
FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO
THE IRREVOCABLE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH
PARTY (I) CERTIFIES THAT NO ADVISOR OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF ANY AGREEMENT DISPUTE, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND
THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 8(k).
(l) Counterparts and PDF. This Agreement and any other agreements referred to
herein or therein, and any amendments hereto or thereto, may be executed in multiple counterparts,
any one of which need not contain the signature of more than one party hereto or thereto, but all
such counterparts taken together will constitute one and the same instrument. Any counterpart, to
the extent signed and delivered by means of a .PDF or other electronic transmission, will be treated
in all manner and respects as an original Contract and will be considered to have the same binding
legal effects as if it were the original signed version thereof delivered in person. Minor variations
in the form of the signature page to this Agreement or any agreement or instrument contemplated
hereby, including footers from earlier versions of this Agreement or any such other document, will
be disregarded in determining the effectiveness of such signature. At the request of any party or
pursuant to any such Contract, each other party hereto or thereto will re-execute original forms
thereof and deliver them to all other parties. No party hereto or to any such Contract will raise the
use of a .PDF or other electronic transmission to deliver a signature or the fact that any signature
or Contract was transmitted or communicated through the use of PDF or other electronic
transmission as a defense to the formation of a Contract and each such party forever waives any
such defense.
(m) Force Majeure. Neither Party nor any of their respective Affiliates shall be liable
to the other Party (and shall not be deemed in breach of this Agreement) for any interruption of
service, any delays, or any failure to perform under this Agreement solely to the extent caused by
matters or events occurring that are beyond the reasonable control of such Party or its Affiliates,
including, (i) changes to applicable Law; (ii) fires, floods, acts of God, extremes of weather,
earthquakes, tornadoes, or similar occurrences; (iii) riot, insurrection, or other hostilities;
(iv) embargo, or fuel or energy shortage; or (v) quarantine measures, epidemics or pandemics
(including COVID-19 or the effects of any COVID-19 Measures or Purchaser’s or Seller’s
compliance therewith) (each, a “Force Majeure Event”). Each Party shall use its good faith efforts
to promptly notify the other upon learning of the occurrence of a Force Majeure Event and the
affected Party shall use its commercially reasonable efforts to mitigate and eliminate the Force
Majeure Event as promptly as practicable in order to resume performance. Upon the cessation of
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the Force Majeure Event, the Parties will promptly resume performance of their obligations under
this Agreement.
(n) Relationship of the Parties. Seller and its applicable Affiliates shall remain at all
times an independent contractor of Purchaser in the performance of all Services hereunder. In all
matters relating to this Agreement, each Party will be solely responsible for the acts of its
employees and agents, and employees or agents of one Party will not be considered employees or
agents of the other Party. Except as otherwise provided herein, neither Party will have any right,
power, or authority to create any obligation, express or implied, on behalf of the other Party nor
will either Party act or represent or hold itself out as having authority to act as an agent or partner
of the other Party, or in any way bind or commit the other Party to any obligations. Nothing in
this Agreement is intended to create or constitute a joint venture, partnership, agency, trust, or
other association of any kind between the Parties or Persons referred to herein.
(Remainder of page intentionally left blank.)
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IN WITNESS WHEREOF, the Parties have executed this Transition Services Agreement
as of the Effective Date.
Seller Purchaser
Vyaire Holding Company ZOLL Medical Corporation
By: By:
Name: John Bibb Name:
Title: President and Chief Executive Officer Title:
Case 24-11217-BLS Doc 789-2 Filed 11/22/24 Page 18 of 43
IN WITNESS WHEREOF, the Parties have executed this Transition Services Agreement as
of the Effective Date.
Purchaser
ZOLL Medical Corporation
By:
Name: Jonathan A. Rennert
Title: Chief Executive Officer
[Signature Page to Transition Services Agreement]
Case 24-11217-BLS Doc 789-2 Filed 11/22/24 Page 19 of 43
Schedule A
Services
See Attached
Case 24-11217-BLS Doc 789-2 Filed 11/22/24 Page 20 of 43
Vents - Schedule A – Business Services
The parties will charge each other for the services provided herein on a pass-through basis (with no mark up on third party expenses). For any services that are provided by Vyaire
to both ZOLL and the buyer of the RDx business, Vyaire shall apportion the cost of such services on a pro rata basis.
The costs for these services and reverse services are set forth in a separate cost estimate matrix agreed upon by the parties. Such costs are estimates only, and are subject to change.
Quality
Service Identifier TSA Area Service Termination Date
VMI (Vyaire Medical Inc. in Mettawa) to perform Legal Manufacturer
obligations for the Acquired Business (excluding Fabian) marketed in the US and
US territories. VMI to assist Purchaser in the transfer of Establishment
Registrations, Device Listings, and Premarket Approval (PMA) Ownership.
US Establishment Use commercially reasonable efforts to maintain or cause to be maintained in
Quality-1A Registrations, PMA, and force each such 510(k) clearance and Purchaser shall promptly reimburse Sellers 18 months from Effective
Device Listing Transfer for the reasonable documented and out-of-pocket costs and expenses incurred by Date for Ventilation
Sellers in connection with maintaining or causing to be maintained such 510(k) Products
clearance, unless otherwise required by applicable Law, from the Closing Date
until the relevant date of transfer for each 510(k) clearance
VMI (Vyaire Medical Inc. in Mettawa) to perform Legal Manufacturer obligations for
all Acquired Business Ventilation products marketed in all countries (excluding US).
Legal Manufacturer
VMI to support and assist the Purchaser in the transfer of the Legal Manufacturer and 18 months from Effective
Quality-1B Registration(s)
(OUS) OUS Product Registrations from VMI to the Buyer’s selected entity name and address. Date for Ventilation
Products
Maintain current VMI product liability insurance.
Clinical Affairs – Clinical Provide corporate resources for Clinical Evaluation Report (CER) writing (required
and Post Market for CE Marking), post market surveillance (required for CE Marking and well as in 6 months from Effective
Quality-2B
Surveillance Canada), and post market risk assessments. Train buyer to Vyaire Medical Inc. quality Date
system procedures.
Vyaire Medical Products, Ltd to maintain status as UK Responsible Person, MHRA 3 months from Effective
Affiliates - UK
Quality-3A listings, and ISO 9001 certification until a new UK Responsible Person is appointed Date
Responsible Person
and MHRA Listings are complete
Case 24-11217-BLS Doc 789-2 Filed 11/22/24 Page 21 of 43
Service Identifier TSA Area Service Termination Date
VMI to provide Cognizant resources (Philippines, Clinical background). Provide
Complaint Handling – 6 months from Effective
Quality-4A complaint handling for the Acquired Business; perform the legal manufacturer
Cognizant Staffing Date
responsibilities for vigilance reporting
Provide complaint handling for the Acquired Business; perform the legal manufacturer 6 months from Effective
Quality-4B Complaint Handling
responsibilities for vigilance reporting Date
6 months from Effective
Quality-5 China Provide / maintain local agent and importer of record for Vents, in Beijing
Date
Maintain existing quality agreements with contract manufacturers:
Venture
ZOLL Palm Springs
18 months after Effective
AirLife
Date or upon transfer of
Quality-6 Quality Agreements legal manufacturer
Qualification and audits for these contract manufacturers shall be conducted by the
certificate to Purchaser
supplier quality resources conveyed to ZOLL as part of the acquisition.
whichever comes first
Material & service suppliers to the contract manufacturers will be managed by the
individual contract manufacturer.
2
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Other Corporate
Service Identifier TSA Area Service Termination Date
Accounting services to be performed by Jane Burke and Matt Lee, including
2 months from Effective
Corp 1 Accounting financial consolidations in “Planful.”
Date
Upon successful
separation and transfer of
current contract or 6
Corp-1A Outsourced AR & AP Provide collections and payables processing (via Cognizant).
months from Effective
Date, whichever comes
first.
Provide knowledge transfer for Recipient to assume oversight of Cognizant AR
and AP services, and credit card processing. Provide knowledge transfer support
AR & AP Knowledge 6 months from Effective
Corp-1B for Recipient to transition to their own Concur solution, including business
Transfer Date
processes and controls existing as of the Effective Date related to the current
Concur platform.
Upon successful
Provide order processing, invoicing, customer data management, and customer separation and transfer of
Order Processing & support services (via Cognizant). In the U.S., this service includes CSG invoicing. current contract or 6
Corp-1C
Customer Support months from Effective
Take orders for Purchaser’s accounts using Vyaire’s systems. Date, whichever comes
first.
To the extent that subject matter experts remain at RemainCo, provide knowledge
Order Processing & transfer for Recipient to assume oversight of Cognizant order processing,
6 months from Effective
Corp-1D Customer Support invoicing, customer data management and customer support services. Provide
Knowledge Transfer Date
knowledge transfer support for Recipient to transition to their own customer
support platform, including business processes and controls existing as of the
Effective Date related to the current platform.
3
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Service Identifier TSA Area Service Termination Date
Act as agent of Recipient to procure materials and supplies from existing vendors.
Upon ability of Recipient
Processing of vendor orders will be handled by ZOLL and the Parties will, as
to directly order and
promptly as practicable following the Effective Date, finalize the terms and
receive materials and
Corp 1-E Procurement Agent conditions of and enter into an agreement with respect to the procurement agent
supplies from existing
matters, including responsibility for and flow of cash payments, taxes, authority
vendors under ERP
and other relevant matters, all in compliance with applicable Law.
system.
Provide access to legacy tax resource(s).
6 months from Effective
Corp-2 Tax
Date
Prepare sales tax returns.
Provide support to process identification, investigation, and routing of
misdirected, stranded, or unapplied cash
6 months from Effective
Corp-3A Treasury
Date
Forward all collections in Vyaire’s bank accounts to ZOLL on a monthly basis==.
Global Mobility/ Visa Support
Ongoing support: 60 days
Provide ongoing support for conveying employees in sponsor and in process of from Effective Date
sponsor (i.e., lottery) until change of sponsorship to receiving party.
Corp-4 HR
Retain Gundlapalli and
Retain current Vyaire H1B employees, Abhinav Gundlapalli and Vamshi Satram, Satram: until ZOLL can
until ZOLL can hire them as employees. hire as employees
30 days from Effective
Corp-5 Legal Provide access to and transfer of all relevant books and records.
Date
4
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Service Identifier TSA Area Service Termination Date
Permit ongoing access by ZOLL and its invitees to all locations where employees,
inventory, tools or relevant documents are located, subject to any reasonable From Effective Date as
policies and practices implemented by the Seller and provided to Purchaser in follows:
writing. Access must be provided at the following locations:
Basingstoke – 60 Days
1. Basingstoke UK Shanghai – 90 Days
2. Shanghai, China Cotia – 90 Days
3. Cotia (Sao Palo), Brazil Mettawa: 90 Days
Corp-6 Access to Facilities 4. Mettawa Germany: 90 Days
5. Hoechburg, Germany Singapore: 30 days
6. Singapore (We Work) Beijing: 30 days
7. Beijing, China India: 30 days
8. Dubai Dubai: 30 Days
9. India India: 30 Days
10. Houten Houten: 90 Days
Support the transition of security badging through continuing to maintain security
Physical Security systems and equipment at the locations involved in providing transitional services 3 months from Effective
Corp-7
that are not being transitioned to Buyer. Date
5
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Service Identifier TSA Area Service Termination Date
Seller to maintain car leases for conveying Employees in Europe (excluding
Italy) with current leases, subject to the terms of the lease, and coordinate
with Buyer on transitioning leases:
a. Buyer to confirm countries where leases will be assigned and countries where
Buyer will establish own lease agreements.
b. In countries where leases will be transferred, Buyer and Seller to partner on
lease transfer completion within 30 days of Close.
c. In countries where Buyer will establish own lease agreements, Buyer will
partner with Seller and their lease provider to arrange the return/pickup of the
leased car(s) once Buyer has received vehicle(s) from its own provider to ensure
30 days from Effective
Corp-9 Car Leases business continuity.
Date
d. Seller will provide necessary details required for taxation/benefit in kind
purposes in each country as required by local tax regulations.
e. Seller will inform Buyer in relation to any anticipated fleet inventory changes or
lease extensions related to vehicles covered by the Agreement. In the event an
individual contract lease ends during Transition Period, Seller will not renew
contract.
f. Seller accepts no responsibility for claims resulting in accident / collision or
personal injury. Any associated expenses will be passed through at cost.
g. Seller to give to Buyer the license numbers of employees with leased vehicles.
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Operations
Service Identifier TSA Area Service Termination Date
Ops-1 US Serve as Manufacturer of record for legal entity 6 months from Effective Date
Maintain the current Mettawa, IL training center for use by
Mettawa (US) Training Purchaser by performing cleaning and supplying required gas.
Ops-2 3 months from Effective Date
Center
Provide EU Importer activities for Ventilation products.
Maintain the EU Importer address, including all current occupancy
Ops-3 Europe 3 months from Effective Date
property costs and services, and associated ISO 9001 certificate
for Vyaire B.V. DE Molen 8, 3994 DB Houten, The Netherlands
until transfer of Ventilation product to ZOLL BV as EU Importer
Maintain existing Vyaire supplier portal for supply chain and
Ops-4 Supplier portal 6 months from Effective Date
supplier quality use.
Maintain all existing customer-Facing Phone Numbers and Email
addresses, including:
Customer Facing Phone Email: gmb-intl-vent-custservice@vyaire.com
Ops-6 6 months from Effective Date
Numbers Vyaire Italy: +39 0550620700
Vyaire Germany: +49 9314972838
Vyaire BV + IMT: +44 1256644070
Vyaire China: +86 2161469054
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Technology
Service Identifier TSA Area Service Sub-Service Termination Date
All existing systems and applications required to
perform this service are covered, including, but not
limited to, those described in this column.
Data Center Services
On-Premises Hosting: Management of Vyaire existing
Provide support for the continuation of
data center operations for on-premises hosting
IT Service Management functions
environments, including hardware maintenance,
existing as of the Effective Date for
virtualization management, and physical security.
End-User Services, Managed Network
Services, Data Center Services, Cloud-
Windows Environments: Support and management of
hosting, Wintel & VDI environments,
Vyaire existing Windows servers, including patching,
Linux, Active Directory & IAM
configuration, and troubleshooting.
services, Microsoft Office 365, and
telephony.
Linux Environments: Support for Vyaire existing Linux-
Infrastructure & based servers and applications, including Red Hat, Ubuntu,
IT TSA services include all data 6 months from
Tech-1A Operations – or other distributions, ensuring updates, security patches,
Passthrough sources and storage repositories Effective Date
and performance optimization.
(including on-prem shared drives and
other locations either separated or
Virtual Desktop Infrastructure (VDI): Management of
commingled data).
Vyaire existing virtual desktop environments, including
deployment, scaling, and user support for any existing
IT TSA services also include mobile
solutions.
devices, mobile device management or
peripherals (e.g., printers, scanners,
Identity and Access Management (IAM)
mics, ec.), as well as the applications
that may manage such devices and
Active Directory (AD): Management and support of
peripherals.
Vyaire existing Active Directory, including domain
controllers, group policy management, and security
settings. This includes creating, modifying, and disabling
user accounts as needed.
Azure AD: Management of Vyaire existing Azure Active
Directory for cloud-based identity and access management,
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Service Identifier TSA Area Service Sub-Service Termination Date
including single sign-on (SSO) and multifactor
authentication (MFA) services.
IAM Solutions: Administration of Vyaire existing identity
and access management tools, including user provisioning,
role-based access control (RBAC), and monitoring of
access logs for security compliance.
Microsoft Office 365 Services
Office 365 Administration and License Management:
Management and support of Vyaire existing Microsoft 365
services, including Exchange Online (email), SharePoint,
OneDrive, Teams, and other Office 365 applications.
Handling of licensing requirements for Office 365.
End User Services
Help Desk Services: 16/5 help desk support for all Vyaire
existing end-users to resolve issues related to software,
hardware, and network connectivity.
VDI Support: End-user support for Vyaire existing virtual
desktops, including troubleshooting access issues,
performance problems, and session management.
Workstation Support: Ongoing support for Vyaire
existing physical and virtual workstations (Windows and
macOS), including software updates, security patches, and
device configuration as well as imaging and repairing
existing assets.
Network Services
Network Infrastructure Management: Continued
management of Vyaire existing LAN, WAN, VPNs,
firewalls, and wireless networks. This includes 24/7
9
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Service Identifier TSA Area Service Sub-Service Termination Date
network performance monitoring, troubleshooting, and
scaling as needed.
Remote Access Solutions: Support for Vyaire existing
remote access technologies such as VPNs or other secure
remote connectivity tools.
Network Security: Management of Vyaire existing
network security solutions, including firewalls, intrusion
detection/prevention systems (IDS/IPS), and network
monitoring tools to ensure compliance with security
policies.
Documentation and Knowledge Base Transition
(Infrastructure)
Scope of Documentation and Knowledge Base Articles
Technical Documentation: All technical Vyaire existing
documentation related to systems, applications,
infrastructure, and configurations, including architecture
diagrams, runbooks, troubleshooting guides, and
deployment procedures.
Operational Procedures: Detailed Vyaire existing
standard operating procedures (SOPs) covering routine
operations, maintenance tasks, and incident response
processes.
Knowledge Base Articles: All internal and external
Vyaire existing knowledge base articles that provide step-
by-step instructions for troubleshooting, user guides, and
FAQs for end-users and IT staff.
Security and Compliance Documentation: Vyaire
existing Documentation covering security policies, audit
logs, compliance checklists, and incident response
protocols related to regulatory compliance.
10
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Service Identifier TSA Area Service Sub-Service Termination Date
Service Records and Historical Data: Vyaire existing
Historical service records, change management logs, and
incident resolution histories that may assist with ongoing
operations and future audits.
All existing systems and applications required to
perform this service are covered, including, but not
limited to, those described in this column.
Network Security: Management of Vyaire existing
network security solutions, including firewalls, intrusion
detection/prevention systems (IDS/IPS), and network
monitoring tools to ensure compliance with security
policies.
Documentation and Knowledge Base Transition
Provide support for ongoing (Cybersecurity)
cybersecurity governance and
protection covering cybersecurity Scope of Documentation and Knowledge Base Articles
incident management, SIEM logging
Cybersecurity – 6 months from
Tech-1B and analysis, endpoint and e-mail Technical Documentation: All Existing Vyaire technical
Passthrough Effective Date
security, vulnerability and threat documentation related to systems, applications,
management, Privileged Account infrastructure, and configurations, including architecture
Management (PAM), and vendor risk diagrams, runbooks, troubleshooting guides, and
management deployment procedures.
Operational Procedures: Detailed Vyaire existing
standard operating procedures (SOPs) covering routine
operations, maintenance tasks, and incident response
processes.
Knowledge Base Articles: All internal and external
Vyaire existing knowledge base articles that provide step-
by-step instructions for troubleshooting, user guides, and
FAQs for end-users and IT staff.
11
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Service Identifier TSA Area Service Sub-Service Termination Date
Security and Compliance Documentation: Existing
Vyaire Documentation covering security policies, audit
logs, compliance checklists, and incident response
protocols related to regulatory compliance.
Service Records and Historical Data: Vyaire existing
Historical service records, change management logs, and
incident resolution histories that may assist with ongoing
operations and future audits.
All existing systems and applications required to
perform this service are covered, including, but not
limited to, those described in this column.
Shared Applications: Supply Chain Notification (SCN),
Vision, ConnectPurchasing: Access Management,
Application Monitoring, and Issue Resolution.
ERP Support: Access Management, Application
Transfer data and open orders from Monitoring, Issue Resolution, & ERP Patching. This
existing applications; Provide support includes SAP (including key modules, such as Global
for ongoing application support and Trade Services (GTS)), MadeToManage, PointMan,
maintenance for all required Navision, and Vertex.
Application Support – 6 months from
Tech-2 applications, including web
Passthrough Effective Date
applications, ERP systems, Customer CRM applications: SalesForce, ServiceMax, Oracle CPQ,
Relationship Management (CRM) Conga, Marketing Websites and Customer Portals. This
systems, QARA applications, and includes, but is not limited to: Access Management,
internal corporate Workday and SABA Application Monitoring, and Issue Resolution.
QARA applications: TeamCenter, Helix ALM,
Compliance Quest: Access Management, Application
Monitoring, and Issue Resolution
CORP applications: Workday, SABA Application
Support: Access Management, Application Monitoring,
and Issue Resolution
12
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Service Identifier TSA Area Service Sub-Service Termination Date
Scheduled Data extraction: Ensure convey resources
have access to extract data out of Insight using 13 existing
Key reports.
Documentation and Knowledge Base Transition
(Application)
Technical Documentation: All Existing Vyaire technical
documentation related to systems, applications,
infrastructure, and configurations, including architecture
diagrams, runbooks, troubleshooting guides, and
deployment procedures.
Operational Procedures: Detailed Vyaire existing
standard operating procedures (SOPs) covering routine
operations, maintenance tasks, and incident response
processes.
Knowledge Base Articles: All internal and external
Vyaire existing knowledge base articles that provide step-
by-step instructions for troubleshooting, user guides, and
FAQs for end-users and IT staff.
Service Records and Historical Data: Vyaire existing
Historical service records, change management logs, and
incident resolution histories that may assist with ongoing
operations and future audits.
All existing systems and applications required to
Provide data storage for existing
perform this service are covered, including, but not
applications. Provide support for
limited to, those described in this column.
managing Enterprise Data Management
Enterprise Data solutions existing as of the Effective
Insight Data and Analytics: Access Management, Data 6 months from
Tech-3 Management – Date for Master Data Management
Passthrough Load Monitoring, and Issue Resolution Effective Date
support (MDM), reporting and
analytics platforms, predictive planning
MDM - Master Data Management: Access
support, and existing data integration
Management,
components
Application Monitoring, and Issue Resolution.
13
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Service Identifier TSA Area Service Sub-Service Termination Date
Data Integration: Monitoring and Issue Resolution.
Demand Predictive Planning: Access Management,
Application Monitoring, Issue Resolution, and Monthly
DPP Cycle
Scheduled Data extraction: Ensure convey resources
have access to extract data out of Insight using existing
Key reports.
Documentation and Knowledge Base Transition
(Application)
Technical Documentation: All Existing Vyaire technical
documentation related to systems, applications,
infrastructure, and configurations, including architecture
diagrams, runbooks, troubleshooting guides, and
deployment procedures.
Operational Procedures: Detailed Vyaire existing
standard operating procedures (SOPs) covering routine
operations, maintenance tasks, and incident response
processes.
Knowledge Base Articles: All internal and external
Vyaire existing knowledge base articles that provide step-
by-step instructions for troubleshooting, user guides, and
FAQs for end-users and IT staff.
Service Records and Historical Data: Vyaire existing
Historical service records, change management logs, and
incident resolution histories that may assist with ongoing
operations and future audits.
Provide contract support to ensure all
Non-Services Contracts required systems, applications, 6 months from
Tech-4
– Passthrough software (Salesforce, Teamcenter, etc.) Effective Date
and infrastructure (AWS, Aryaka, etc.)
14
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Service Identifier TSA Area Service Sub-Service Termination Date
is accessible to run the vents business
successfully.
All existing systems and applications required to
perform this service are covered, including, but not
limited to, those described in this column.
Cloud Hosting: Management and support of Vyaire
existing cloud infrastructure, including AWS and Azure
platforms. This includes monitoring, scaling, and patching
virtual machines and related services.
Manage, coordinate, & support delivery
of Technology TSAs during transition
PBX Systems: Management, maintenance, and support of
TSA Governance & period. Includes providing Service
Vyaire existing on-premises or cloud-based PBX systems, 6 months from
Tech-5 Service Delivery – Level Agreement management,
Passthrough including troubleshooting, configuration changes, and Effective Date
reporting, and operational escalation
routine updates.
through TSA delivery period for
“business as usual” activities.
VoIP Systems: Ongoing support and management of
Vyaire existing VoIP services, ensuring uptime, call
quality, and security for all telephony traffic.
Unified Communications: Support and management of
Vyaire existing unified communications platforms that
integrate telephony with other services, such as instant
messaging, video conferencing, and email.
Provide Migration support during Telephony
transition period, will perform Assist with segregation, management and transfer of
Migration activities only within Vyaire Vyaire existing contracts, data, documentation/knowledge,
IT Landscape for Vyaire existing tools, applications, platforms, processes, systems and
systems covered under TECH-1A, statements relevant to the vent business.
Systems Separation TECH-1B, TECH-2 & TECH-3 6 months from
Tech-6
Support – Passthrough services, where requested by buyer. Vyaire agrees to provide Migration support during Effective Date
Support Migration planning activities transition period, will perform Migration activities only
across different stages like Discovery, within Vyaire IT Landscape for Vyaire existing systems
Implementation and Cutover. Testing covered under TECH-1A, TECH-1B, TECH-2 & TECH-3
and Validation is out of scope as it will services, where requested by buyer the following migration
be performed by buyer, Vyaire will services to ZOLL to assist with the transition of IT services
15
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Service Identifier TSA Area Service Sub-Service Termination Date
only provide SME support and and infrastructure from Vyaire’s systems to ZOLL’s
historical documentation. systems
Cloud and Data Center Migration
Cloud Infrastructure Migration: Vyaire to identify and
tag all Vent data and systems and assist in the migration of
cloud infrastructure to ZOLL’s cloud environment. This
includes:
Replication of virtual machines (VMs), databases,
and storage volumes to ZOLL’s cloud platform as
needed by ZOLL.
Assist with testing of cloud-based workloads to
ensure proper functionality post-migration.
Testing assistance limited to providing templates
and ensure accurate data from source (Vyaire IT
Landscape). All hands-on testing in buyer IT
landscape to be performed by buyer.
On-Premises Data Center Migration: Vyaire to identify
and tag all Vent data and systems and assist in the
migration of on-premises infrastructure, including servers,
storage, and networking components, to ZOLL’s data
center. This includes:
Physical and logical migration planning.
Data center decommissioning and handover of
hardware, where applicable.
Secure transportation of physical servers, network
equipment, and storage devices if needed.
Database and System Migration
Windows and Linux Environments: Vyaire to identify
and tag all Vent data and systems and assist in the
migration of Windows and Linux environments to the
ZOLL’s infrastructure, ensuring continuity of all business-
critical applications. This includes:
16
Case 24-11217-BLS Doc 789-2 Filed 11/22/24 Page 36 of 43
Service Identifier TSA Area Service Sub-Service Termination Date
Assessment of application dependencies as well
as compatibility with the ZOLL’s infrastructure.
Configuration and migration of virtual desktop
infrastructure (VDI) and user sessions to the new
environment.
Assist with testing and validation of
Windows/Linux applications post-migration.
Testing assistance limited to providing templates
and ensure accurate data from source (Vyaire IT
Landscape). All hands-on testing in buyer IT
landscape to be performed by buyer.
Database Migration: Vyaire to identify and tag all Vent
data and systems and assist in the migration of all relevant
databases, ensuring data integrity and security. This
includes:
Replication and transfer of SQL and other
databases.
Assistance with schema conversion, if necessary,
and ensuring application compatibility post-
migration.
Backup and recovery planning during the
migration process.
Assist with testing and validation of databases
post-migration. Testing assistance limited to
providing templates and ensure accurate data
from source (Vyaire IT Landscape). All hands-on
testing in buyer IT landscape to be performed by
buyer.
Identity and Access Management (IAM) Migration
Active Directory (AD) Migration: Vyaire to identify and
tag all Vent data and systems and assist in the migration of
Active Directory services, including domain controllers,
group policies, and user account management, to ZOLL’s
environment. This includes:
17
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Service Identifier TSA Area Service Sub-Service Termination Date
Synchronization of existing AD objects to the
new domain.
Assistance with domain consolidation, if
applicable, and ensuring proper DNS
configurations.
Configuration of group policies, security settings,
and access rights in ZOLL’s AD environment.
Azure AD Migration: Vyaire to identify and tag all
Vent data and systems and assist in the transfer of
Azure AD configurations, including users, groups,
roles, and access policies, to ZOLL’s Azure
environment. This includes:
Replication of security settings, single sign-on
(SSO), and multi-factor authentication (MFA)
configurations.
Ensuring that all applications and services using
Azure AD continue to function post-migration.
Microsoft Office 365 Migration
Office 365 Data Migration: Vyaire to identify and tag all
Vent data and systems and assist in the migration of all
Office 365 services and data to ZOLL’s tenant, ensuring
minimal disruption to users. This includes:
Email migration (Exchange Online) to ZOLL’s
Office 365 tenant, including mailboxes, contacts,
and calendars.
Migration of OneDrive, SharePoint, and Teams
data as well as any other M365 application and
associated data.
License management and re-provisioning for all
Office 365 applications.
Assist with testing and validation of M365
services and data post-migration. Testing
assistance limited to providing templates and
ensure accurate data from source (Vyaire IT
18
Case 24-11217-BLS Doc 789-2 Filed 11/22/24 Page 38 of 43
Service Identifier TSA Area Service Sub-Service Termination Date
Landscape). All hands-on testing in buyer IT
landscape to be performed by buyer.
End-User Support: Providing support to users
during the migration process, including but not
limited to application or profile reconfiguration,
access to migrated data, coordination and transfer
of escalated issue to the appropriate Vyaire or
ZOLL team, and resolution of any issues.
Network Migration
Network Configuration and Transition: Assistance with
migrating network configurations from Vyaire’s
infrastructure to ZOLL’s infrastructure. This includes:
Coordination of IP address changes, DNS updates, and
other network adjustments to minimize downtime.
Telephony
Telephony System Transition: Assistance with the
migration of telephony systems, including PBX, VoIP, and
call center systems, from Vyaire’s infrastructure to
ZOLL’s environment.
Number Porting: Coordination and management of
telephone number porting, ensuring continuity of service
and minimal disruption to users during the transition.
Telephony Integration: Integration of telephony services
with existing IT infrastructure, such as CRM systems, help
desks, and communication platforms. Assist with testing
and validation of telephony services and data post-
migration. Testing assistance limited to providing
templates and ensure accurate data from source (Vyaire IT
Landscape). All hands-on testing in buyer IT landscape to
be performed by buyer.
Migration Plan and Timeline:
19
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Service Identifier TSA Area Service Sub-Service Termination Date
Vyaire will work closely with ZOLL to assist in the
development and execution of a detailed migration plan
that includes the following:
Discovery Phase: Identifying all systems, applications,
data, and services to be migrated. Assessment of
dependencies, risks, and critical timelines.
Migration Schedule: Establishing a migration schedule
that minimizes business disruption. This includes phased
migrations and testing periods.
Testing and Validation: Comprehensive testing of all
migrated systems, applications, and data to ensure
functionality and performance in the new environment.
Testing assistance limited to providing templates and
ensure accurate data from source (Vyaire IT Landscape).
All hands-on testing in buyer IT landscape to be performed
by buyer.
Cutover Plan: Planning for the final cutover to ZOLL’s
environment, including any required downtime, data
validation, and user notifications.
Application Migration Support:
Shared Applications: Support Zoll IT with Migration
strategy, Data separation/Extraction, system inter-
dependencies, & to be architecture for Supply Chain
Notification (SCN), Vision.
ERP Support (US): Support ZOLL IT with ERP
migration strategy, including, but not limited to data
separation/extraction, system inter-dependencies,
infrastructure and networking support, & to be architecture
for ERP.
CRM applications: Support ZOLL IT with Migration
strategy, Data separation, system inter-dependencies, & to
be architecture for SalesForce, ServiceMax, Oracle CPQ,
Conga.
20
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Service Identifier TSA Area Service Sub-Service Termination Date
QARA applications: Support ZOLL IT with Migration
strategy, Data separation/Extraction, system inter-
dependencies, & to be architecture for TeamCenter, Helix
ALM, Compliance Quest.
CORP applications: Support ZOLL IT with Migration
strategy, Data separation/Extraction, system inter-
dependencies, & to be architecture for SABA.
Enterprise Data Management Migration Support
Insight Data and Analytics: Provide support for ZOLL
IT with Migration strategy, Data separation/Extraction,
system inter-dependencies, & to be architecture for Insight,
Front End, Back End, Data Warehouse, and Pipelines.
MDM - Master Data Management: Provide support for
ZOLL IT with Migration strategy, Data
separation/Extraction, system inter-dependencies, & to be
architecture for Front End, Back End, Data Warehouse,
and Pipelines.
Data Integration: Support ZOLL IT with Migration
strategy, Data separation/Extraction, system inter-
dependencies, & to be architecture for CRM, ERP, QRA,
Corp, and connected systems.
Demand Predictive Planning: Support ZOLL IT with
Migration strategy, Data separation/Extraction, system
inter-dependencies, & to be architecture for Front End,
Back End, Data Warehouse, and Pipelines.
21
Case 24-11217-BLS Doc 789-2 Filed 11/22/24 Page 41 of 43
Schedule B
Reverse Services
Attached.
Case 24-11217-BLS Doc 789-2 Filed 11/22/24 Page 42 of 43
Vents - Schedule B – Reverse Services
Seller will likely require buyer to provide access to records and support for seller to complete required wind down activities, including, but not limited tax filings, records
retrievals, access to legacy/former Vyaire owned or operated systems, and former Vyaire employees, all as described in this Schedule B.
Service Identifier rTSA Area Service Termination Date
Where any former Vyaire Quality and Regulatory department personnel
are hired by ZOLL, the same personnel will be made available to Vyaire
on an adhoc basis.
Reverse Qual 1 Quality and Regulatory 6 months from Effective Date
The individuals may be called upon based on their historical knowledge
to periodically answer questions, provide regulatory and compliance
guidance as needed in the Vyaire TSA and wind-down processes.
Provide access for RDx personnel, customers, and suppliers to the
Palm Springs facility to be used in the normal course of business
Reverse Ops-1 Palm Springs Provide access to onsite and offsite RDx materials, inventory,
6 months from Effective Date
workstations, equipment (including FA lab space and lab equipment
RDx has a dedicated 20 x 20 room)
Former Vyaire employee that handled indirect procurement to continue
to offer support for vendor management, and to answer questions from
RemainCo as reasonably needed.
6 months from Effective Date, capped
Reverse Ops 2 Procurement Support
at 1 hour per week
Case 24-11217-BLS Doc 789-2 Filed 11/22/24 Page 43 of 43
Service Identifier rTSA Area Service Termination Date
Closing the monthly books in the ERPs and supporting statutory
filings. To be performed by Ed Manley, Matt Lee, Georgina Gray,
Shelly Jordan, Michael Kotlerevsky (all former Vyaire employees
hired by ZOLL), and Anja Lueneburg with MIM.
Provide oversight around AR cash receipts collected and processed
by Cognizant to ensure accurate allocation between ZOLL, Vyaire,
and RDx. To be performed by Simon Champeney (former Vyaire
employee hired by ZOLL).
Reverse Corp 1 Accounting Perform collections duties for US government contracts and credit 3 months from Effective Date
card payments between the closing date of the Vents sale to ZOLL
and the closing date of the RDx sale to Trudell (i.e. the “stub”
period). To be performed by Pat Steed (former Vyaire employee
hired by ZOLL).
Provide oversight of the Europe Accounts payable process between
the closing date of the Vents sale to ZOLL and the closing date of
the RDx sale to Trudell (i.e. the “stub” period). To be performed by
Cheryl Haines (former Vyaire employee hired by ZOLL).
Provide physical hosting and ongoing access to existing servers and
technology solutions hosted within the Palm Spring locations as
currently implemented and secured; escort Vyaire employees and
vendors to the hosting environment where necessary.
Reverse Tech 1 Technology Microsoft Navision ERP software licenses (to be acquired by ZOLL)
6 months from Effective Date
which belong to the IMT legal entity will be utilized to enable the
delivery of reverse accounting services to Vyaire RemainCo legal
entities, specifically MIM and ARC (which are IMT subsidiaries not
conveying to ZOLL).
23
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