Notice (2025-08-08)
- Date
- 2025-08-08
Summary
Doc 1123-1, Exhibit 1, filed August 8, 2025 in the jointly administered Chapter 11 cases of Vyaire Medical, Inc., et al., Case No. 24-11217-BLS, in the U.S. Bankruptcy Court for the District of Delaware. It reproduces Claim No. 25, an Official Form 410 proof of claim filed September 27, 2024 by Hartford Fire Insurance Company against debtor Vyaire Medical 211, Inc., Case Number 24-11234, describing the basis as a surety bond and indemnity agreement. A supplement to the proof of claim lists four surety bonds totaling $700,000.00 issued for the debtors to state pharmacy boards and the Bureau of Customs and Border Protection. It quotes a 2020 Indemnity Agreement and a 2018 Indemnity Agreement and reserves the surety's rights. Exhibit A and Exhibit B are the redacted indemnity agreements.
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Case 24-11217-BLS Doc 1123-1 Filed 08/08/25 Page 1 of 21
Exhibit 1
Case 24-11217-BLS Doc 1123-1 Filed 08/08/25 Page 2 of 21
Debtor: Vyaire Medical 211, Inc.
UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE
Case Number: 24-11234
FILED
Claim No. 25
September 27, 2024
By Omni Claims Agent
Official Form 410 For U.S. Bankruptcy Court
Proof of Claim District of Delaware
04/22
Read
Read the instructions before
the instructions filling out
before filling form. This
this form.
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make a request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503.
request for payment of an administrative expense. Make such a request according to 11 U.S.C. § 503.
Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of any
Filers musthat
documents leave out or
support redact
the information
claim, such as that is entitled
promissory notes,to privacy
purchaseon this form
orders, or on any
invoices, attached
itemized documents.
statements of running redacted copies
Attachaccounts, of any
contracts, documents
judgments,
that supportand
mortgages, the security
claim, such as promissory
agreements. notes,
Do not sendpurchase
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documents; itemized
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explain Do not send original documents; they may be destroyed after scanning. If the documents are not available, explain in an attachment.
an attachment.
A
A person
person who
who files
files aa fraudulent
fraudulent claim
claim could
could be
be fined
fined up
up to
to $500,000,
$500,000, imprisoned for up
imprisoned for up to
to 5
5 years,
years, or
or both. 18U.S.C.
both. 18 U.S.C.§§
§§152,
152,157,
157,and
and3571.
3571.
Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309) that you received.
Fill in all the information about the claim as of the date the case was filed. That date is on the notice of bankruptcy (Form 309) that you received.
Carefully read instructions included with this Proof of Claim before completing.
Part 1: Identify the Claim
1. Who is the current creditor? Hartford Fire Insurance Company
Name of the current creditor (the person or entity to be paid for this claim)
Other names the creditor used with the debtor
2. Has this claim been acquired X No
from someone else? Yes From whom?
3. Where should notices and Where should notices to the creditor be sent? Where should payments to the creditor be sent? (if
payments to the creditor be different)
sent?
Gary D. Bressler, Esq.
Federal Rule of Name Name
McElroy, Deutsch, Mulvaney & Carpenter, LLP
Bankruptcy Procedure
(FRBP) 2002(g) 300 Delaware Ave., Suite 1014
Number Street Number Street
Wilmington, DE 19801
City State ZIP Code City State ZIP Code
Contact Phone (302) 300-4515 Contact Phone
gbressler@mdmc-law.com
Contact email Contact email
Uniform claim identifier for electronic payments in chapter 13 (if you use one)
4. Does this claim amend one X No
already filed? Yes Claim Number on court claims registry (if known) Filed On
MM / DD / YYYY
5. Do you know if anyone else
has filed a proof of claim for X No
this claim? Yes Who made the earlier filing?
Official Form 410 Proof of Claim
Case 24-11217-BLS Doc 1123-1 Filed 08/08/25 Page 3 of 21
Part 2: Give Information About the Claim as of the Date the Case Was Filed
6. Do you have any number you
use to identify the debtor?
X No
Yes Last 4 digits of the debtor's account or any number you use to identify the debtor:
7. How much is the claim? $ Does this amount include interest or other charges?
X No
Yes Attach statement itemizing interest, fees, expenses, or other
charges required by Bankruptcy Rule 3001(c)(2)(A).
8. What is the basis of the Examples: Goods sold, money loaned, lease, services performed, personal injury or wrongful death, or credit card.
claim?
Attach redacted copies of any documents supporting the claim required by Bankruptcy Rule 3001(c).
Limit disclosing information that is entitled to privacy, such as health care information
Surety Bond; Indemnity Agreement; See Addendum
9. Is all or part of the claim No
secured? X Yes The claim is secured by a lien on property
Nature of property:
Real Estate If the claim is secured by the debtor's principal residence, file a Mortgage Proof of Claim
Attachment (Official Form 410-A) with this Proof of Claim
Motor Vehicle
See Addendum
X Other Describe:
Basis for perfection:
Attach redacted copies of documents, if any, that show evidence of perfection of a security interest (for example,
a mortgage, lien, certificate of title, financing statement, or other document that shows the lien has been filed or
recorded.
Value of Property: $
Amount of the claim that is secured: $
Amount of the claim that is unsecured: $ (The sum of the secured and
unsecured amounts should match the
amount in line 7).
Amount necessary to cure any default as of the date of the petition: $
Annual Interest Rate: (when case was filed) ____________%
X Fixed
Variable
10. Is this claim based on a X No
lease? Yes Amount necessary to cure any default as of the date of the petition. $
11. Is this claim subject to a No
right of setoff? X Yes Identify the property: See Addendm
12. Is this claim for the value X No
of goods received by the Yes Amount of 503(b)(9) Claim: $
debtor within 20 days
before the
commencement date of
this case
(11 U.S.C. § 503(b)(9)).?
Official Form 410 Proof of Claim
Case 24-11217-BLS Doc 1123-1 Filed 08/08/25 Page 4 of 21
13. Is all or part of the claim X No
entitled to priority under Amount entitled to priority
Yes Check one:
11 U.S.C. § 507(a)?
Domestic support obligations (including alimony and child support) under
11 U.S.C. § 507(a)(1)(A) or (a)(1)(B). $
A claim may be partly
priority and partly
Up to $3,350* of deposits toward purchase, lease, or rental of property or services
nonpriority. For example,
for personal, family, or household use. 11 U.S.C. § 507(a)(7).
in some categories, the $
law limits the amount
Wages, salaries, or commissions (up to $15,150*) earned within 180 days before
entitled to priority.
the bankruptcy petition is filed or the debtor's business ends, whichever is earlier. $
11 U.S.C. § 507(a)(4).
Taxes or penalties owed to governmental units. 11 U.S.C. § 507(a)(8). $
Contributions to an employee benefit plan 11 U.S.C. § 507(a)(5). $
Other. Specify subsection of 11 U.S.C. § 507(a)(___) that applies. $
* Amounts are subject to adjustment on 4/01/25 and every 3 years after that for cases begun on or after the date of adjustment.
Part 3: Sign Below
The person completing Check the appropriate box:
this proof of claim must
sign and date it. X I am the creditor.
FRBP 9011(b). I am the creditor's attorney or authorized agent.
I am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004.
If you file this claim
electronically, FRBP I am the guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.
5005(a)(2) authorizes
courts to establish local I understand that an authorized signature on this Proof of Claim serves as an acknowlegment that when calculating the
rules specifying what a
signature is. amount of the claim, the creditor gave the debtor credit for any payments received toward the debt.
I have examined the information in this Proof of Claim and have a reasonable belief that the information is true
A person who files a and correct.
fraudulent claim could be
fined up to $500,000, I declare under penalty of perjury that the foregoing is true and correct.
imprisoned for up to 5
years, or both.
18 U.S.C. §§ 152, 157, and Executed on date 9/27/2024
3571. MM / DD / YYYY
Frances Thompson
Signature
Print the name of the person who is completing and signing this claim:
Name Frances Thompson
First Name Middle Name Last Name
Title Bond Claim Representative
Company Hartford Fire Insurance Company
Identify the corporate servicer as the company if the authorized agent is a servicer.
307 International Circle, Suite 410
Address
Number Street
Hunt Valley, MD 21030
City State ZIP Code
frances.thompson@thehartford.com
Contact Phone 206-292-7873 Email
Official Form 410 Proof of Claim
Case 24-11217-BLS Doc 1123-1 Filed 08/08/25 Page 5 of 21
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
In re:
Case No. 24-11217-BLS
VYAIRE MEDICAL, INC., et al.,
Jointly Administered
Debtors.1
HARTFORD FIRE INSURANCE COMPANY COMPANY’S SUPPLEMENT TO ITS
PROOF OF CLAIM AND ADMINISTRATIVE CLAIM
In support of its Proof of Claim and Administrative Proof of Claim (“Proof of Claim”)
against debtors Vyaire Medical, Inc., and its debtor affiliates (collectively “Debtors” or
“Indemnitors” or singularly as a “Debtor”), claimant herein, Hartford Fire Insurance Company
(individually, and with its affiliated surety and/or sureties, the “Surety”), by and through its
counsel, McElroy, Deutsch, Mulvaney &Carpenter, LLP, respectfully alleges the following:
1. On June 9, 2024 (the “Petition Date”), Vyaire Medical, Inc. and certain of its
affiliates (collectively, the “Debtors”) each filed a voluntary petition for bankruptcy relief under
chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States
Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors continue
to operate their businesses as debtors in possession and their chapter 11 cases are being jointly
administered.
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’ proposed 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.
1
Case 24-11217-BLS Doc 1123-1 Filed 08/08/25 Page 6 of 21
2. Prior to the Petition date, the Surety, as a surety company, issued and/or executed
surety bonds and/or related instruments. The bonds identified in the below chart are currently in
effect/active, subject to their respective terms.
3. Upon information and belief, the following chart generally describes the surety
bonds, which are in effect/active:
Principal Bond No. Obligee Nature of Bond Bond
Amount2
Vyaire Medical, Inc. and 20BSBAA2688 California State Board Pharmaceutical $100,000.00
Vyaire Medical 211, Inc. of Pharmacy Bond
Vyaire Medical, Inc. and 20BSBIL8800 Nevada State Board of Pharmaceutical $100,000.00
Vyaire Medical 211, Inc. Pharmacy Bond
Vyaire Medical, Inc. 20BSBAA2687 Maryland Board of Pharmaceutical $100,000.00
Pharmacy Bond
Vyaire Medical, Inc. 22C000T8M Bureau of Customs and Custom Duty $400,000.00
Border Protection
Total: $700,000.00
4. The bonds generally described above, and their related documents (such as,
without limitation, rider(s) and/or amendment(s) thereto), as well as any and all other bond(s),
related documents, issued and/or executed on behalf of any of the Debtors, or their non-debtor
affiliates, shall hereafter be referred to as the “Bonds.”
5. In connection with the Surety’s execution and/or issuance of the Bonds, the
Debtors and/or their non-debtor affiliates agreed to indemnify, exonerate and hold harmless the
Surety.
2
To the extent any of the penal sum of any of the Bonds, as herein defined, “stack” or are subject to an increase or
decrease, the Surety’s asserts a claim thereon. For example, if the penal sum on the face of a bond is $100,000.00, and
the bond renews every year for 3 years, then the amount of the claim pertaining to any such bond that “stacks” would
be $300,000.00.
2
Case 24-11217-BLS Doc 1123-1 Filed 08/08/25 Page 7 of 21
6. More specifically, certain of the Debtors and/or their non-debtor affiliates executed
a general indemnity agreement dated December 15, 2020, (the “2020 Indemnity Agreement”) and
an indemnity agreement dated April 9, 2018, (the “2018 Indemnity Agreement) (together, the
2020 Indemnity Agreement and the 2018 Indemnity Agreement are collectively referred to herein
as the “Indemnity Agreements”), each in favor of the Surety. A redacted copy of the Indemnity
Agreements are annexed hereto as Exhibit A and Exhibit B, respectively.
7. The 2020 Indemnity Agreement, among other provisions, provides, in pertinent
part:
“Indemnitor” or “Indemnitors” means all person or entities excuting
this Agreement, their direct and indirect subsidiaries and affiliates
and their respective heirs, successors, assigns and co-ventures,
whether now existing or hereafter created.
"Loss" means any and all payments and interest theron from the date
of payment, including but not limited to, attorney fees, court costs,
and all other fees or costs, made by Hartford: (i) in the belief that it
was or may be liable as a consequence of Underwriting any Bond;
(ii) because of the failure of any Indemnitor or Principal to discharge
its obligations under any Bond; (iii) in investigating and responding
to any notice, demand, claim, suit, regulatory proceeding or request
received by or made to Hartford; or (iv) in enforcing the terms and
obligations of this Agreement.
***
Indemnitors shall indemnify, hold harmless and exonerate Hartford
from and against any and all Loss claims, demands, liabilities,
expenses, suits, orders, judgments, or causes of action arising out of
or related to the underwriting of any Bond.
See Exhibit “A,” redacted 2020 Indemnity Agreement.
8. The 2018 Indemnity Agreement, among other provisions, provides, in pertinent
part:
Indemnitor(s) agree to indemnify Hartford and save it harmless from
any and all loss and expense of whatsoever kind or nature, including,
but not limited to interest, court costs, attorney fees, incurred by
Hartford in connection with or by reason of furnishing any bond
3
Case 24-11217-BLS Doc 1123-1 Filed 08/08/25 Page 8 of 21
hereunder. The undersigned Indemnitor(s) hereby agree to deposit
upon demand with Hartford an amount sufficient to discharge any
claim or any such bond, which deposit may be held by Hartford as
collateral security against any loss or cost on this bond.
See Exhibit “B,” redacted 2018 Indemnity Agreement.
9. The Indemnity Agreements provide that each of the Debtors, and any of their non-
debtors affiliates, are contractual indemnitors and, as such, they are, among other things, jointly
and severally liable to the Surety for, without limitation, any and all losses, costs, and/or expenses
incurred and/or to be incurred in relation to the Bonds and/or the surety program described herein.
10. As noted above, certain of the Debtors, among other(s), are contractually and/or
under the common law, obligated to, among other things, indemnify and hold the Surety harmless
in connection with losses, costs and expenses, including attorneys’ fees, in connection with, among
other things, the Surety’s furnishing of any bond or related instrument, including the Bonds, as
more fully set forth in either or both of the Indemnity Agreements and applicable law.
The Claim
11. The Surety’s claim, a portion of which is contingent and/or unliquidated, arise from
(a) either or both of the Indemnity Agreements; (b) the Bonds; (c) common law indemnification,
exoneration and other rights of the Surety; and/or, without limitation, (d) potential common law,
statutory, contractual: subrogation rights, trust fund rights and/or lien rights/claims.
12. The Surety’s current Proof of Claim is/are comprised of: (a) the current aggregate
of the penal sum of the Bonds describe in the chart above; (b) any claim by any obligee or other
beneficiary (individually and collectively, the “Obligee” or the “Obligees”) on and/or under any
of the Bonds; (c) unpaid premiums, if any; and, without limitation, (d) any and all liability, damage,
loss, cost, and expense of whatsoever kind or nature, including attorneys’ fees, consulting fees,
accounting fees, costs and expenses which the Surety has sustained or incurred and/or may sustain
4
Case 24-11217-BLS Doc 1123-1 Filed 08/08/25 Page 9 of 21
or incur at any time by reason or in consequence of having executed or procured the execution of
the Bonds, in enforcing its common law and/or contractual indemnity or indemnity-related rights
or in attempting to procure the Surety’s release of any obligation and/or obligations, if any, under
any of the Bonds. The claim is partially contingent and/or unliquidated at present because the
precise amount of the claim is not currently knowable. The Surety’s potential claim is greater than
the aggregate amount of all Bonds referenced herein.
13. The Surety is entitled to, among other things, indemnification for and
reimbursement of costs and expenses, including attorneys’ fees incurred or to be incurred. To the
extent certain payments, including attorneys’ fees and costs have been and/or are incurred by the
Surety in relation to the Bonds, the Surety has non-contingent claims as of the date that this claim
is filed. The Surety has incurred, and will continue to incur, attorneys’ fees in connection with the
Bonds and, without limitation, the surety program described herein and otherwise.
14. To the extent there are any unpaid post-petition premiums due to the Surety, the
Surety asserts an administrative claim(s) therefore.
15. In the event payments are made by the Surety pursuant to any of the Bonds, the
liquidated portion of the claim will be increased, with the contingent and/or unliquidated portion
decreased accordingly.
16. The amounts referred to in this Proof of Claim do not include any claim related to
bonds provided post-petition, if any. The Surety has no obligation to issue bonds post-petition or
otherwise. However, to the extent that the Surety has issued or may issue/execute any new bond(s)
or any rider(s), or the like, to the Bonds post-petition, the Surety asserts an administrative claim
and reserves all rights with respect to any and all claims arising from such bonds and/or the Bonds,
including, without limitation, further requests for administrative expense priority claims under
5
Case 24-11217-BLS Doc 1123-1 Filed 08/08/25 Page 10 of 21
section 11 U.S.C. § 503 and claims against any collateral security held or to be held by or for the
benefit of the Surety (for purposes of this paragraph only, the “Priority/Collateral Claims”). The
Surety also asserts, and reserves all rights with respect to, the Priority/Collateral Claims in
connection with those certain bond(s) (including the Bonds) that automatically
renew/automatically continue without any affirmative action by the Surety, and, those certain
bond(s) (including the Bonds) that require the Surety to issue/execute any documentation,
including certifications of continuation or the like, in order to effectuate such renewal and/or
continuation.3
17. To the extent that any or all of the Bonds and/or either or both of the Indemnity
Agreements are deemed to be executory contracts and are assumed in connection with the Debtors’
bankruptcy cases, all obligations thereunder will be payable as administrative expense priority
claims, and the Surety reserves all rights, claims and defenses with respect thereto. Any of the
Bonds or the Indemnity Agreements issued by the Surety, including, without limitations, the
Bonds, may not be assumed absent the Surety’s express consent.
18. Moreover, to the extent that any or all of the Bonds and/or either or both of the
Indemnity Agreements are deemed to be executory contracts and are rejected, then the Surety
has/asserts a rejection claim. If any of the Obligees under the Bonds are deemed to have executory
contracts and those contracts are rejected, the Surety has a claim for rejection damages by way of
subrogation, to the extent it paid or pays any claim or claims under any of the Bonds or in
connection with the surety program described herein.
3
The term “Bonds,” as used herein, collectively and individually, include the prior definition of the Bonds, any new
bond(s) issued and/or executed on behalf of the Debtors and/or their non-debtor affiliates, and any and all of their
rider(s), amendment(s) and the like thereto.
6
Case 24-11217-BLS Doc 1123-1 Filed 08/08/25 Page 11 of 21
19. To the extent that any or all of the Bonds and/or either or both of the Indemnity
Agreements are deemed to be executory contracts and there are claims on any of the Bonds after
the Petition Date and prior to rejection of any of the Bonds or the Indemnity Agreement, and/or
the Surety incurs losses, costs and/or expenses with respect to any such claim(s), the Surety asserts
an administrative expense claim for such claim(s), loss(es), costs and/or expense(s).
20. To the extent any or all of the Bonds are customs bonds and/or related to customs
duties and/or taxes or the like (hereafter, individually and collectively, the “Customs Bonds”), the
Surety is the holder of a presently unliquidated claim, which amount reflects the aggregate penal
sum of the Bonds (subject to the potential increases/decreases in the Surety’s exposure in
connection with this surety program), exclusive of premiums and charges with respect to any such
Bonds, and exclusive of interest, attorneys’ fees and costs for which the Surety has a partially
liquidated claim. Moreover, to the extent the Surety’s claim arises from its right of subrogation,
the Surety’s claim may be entitled to a secured claim, including without limitation, to the extent
the Surety is subrogated to the rights of any party that could assert such claims. The Surety
expressly reserves all such rights and claims in connection therewith. The Surety has equitable
subrogation rights to the extent it has incurred or incurs losses, costs and/or expenses in connection
with discharging any obligation under any of the Customs Bonds. In addition, parties to whose
rights the Surety may be or may become equitably subrogated may have other claims against any
of the Debtors, including, but not limited to, administrative claims under 11 U.S.C. §503(b), and
priority claims under 11 U.S.C. §507. To the extent that the Surety is subrogated to the rights of
such parties, the Surety reserves the right to assert such further and additional claims (whether
secured, unsecured, administrative, priority or otherwise) against Debtors and their estates as
applicable.
7
Case 24-11217-BLS Doc 1123-1 Filed 08/08/25 Page 12 of 21
21. To the extent any Obligee of any of the Bonds has a trust fund or other priority
claim or claims against any of the Debtors or otherwise, and the beneficiary asserts a claim against
the Surety under any of the Bonds and the Surety pays such claim and/or claims, then the Surety
has a trust fund claim or claims by way of, without limitation, subrogation.
22. To the extent any Obligee of any of the Bonds has a post-petition administrative
claim as to which the Surety is subrogated to, then the Surety has a post-petition administrative
claim to the extent payment is made by the Surety to the Obligee under or in connection with any
of the Bonds.
23. The Surety’s claim is simultaneously both a trust fund and a secured claim. The
Surety reserves the right to assert its claim/claims under either or both of these theories and, further,
any and all other applicable legal standards.
24. To the extent the Surety (or any affiliates of the Surety not described herein) has its
own setoff or recoupment rights against any of the Debtors, such setoff or recoupment rights
constitute a contingent secured claim.
25. To the extent any bond beneficiary has a set off or recoupment claim, the Surety
asserts a secured claim by way of subrogation.
26. The Surety may, in the future, be subrogated to the rights of (and/or receive
assignments from) other creditors who have filed and/or will file proofs of claim.
27. The Surety reserves all rights to assert a claim under theories of trust, recoupment
and/or setoff.
28. The Surety asserts a claim for all of its other rights under either or both of the
Indemnity Agreements, such as, without limitation, the right to review any or all the Debtors’
books and records.
8
Case 24-11217-BLS Doc 1123-1 Filed 08/08/25 Page 13 of 21
29. The Surety reserves the right to assert its claim as a trust fund claim and/or a secured
claim and/or an unsecured deficiency claim. Further, to the extent the Surety’s claim arises from
rights of subrogation, the Surety’s claim may be entitled to various priority and/or administrative
treatment, to the extent the Surety is subrogated to the rights of another party that could assert such
claims. The Surety expressly reserves all such rights and claims in connection therewith.
Specifically, and without limitation, the Surety has equitable subrogation rights to the extent it
incurs losses in connection with discharging an obligation under any or all of its bonds, including
the Bonds, issued on behalf of certain of the Debtors or their non-debtor subsidiaries and/or
affiliates. In addition, parties to whose rights the Surety may be or may become equitably
subrogated may have other claims against any and/or all of the Debtors, including, but not limited
to, administrative claims under 11 U.S.C. §503(b), priority claims under 11 U.S.C. §507, and/or
rights related to the assumption or rejection of a lease or executory contract. To the extent that the
Surety is subrogated to the rights of such claimant(s), the Surety reserves the right to assert such
further and additional claims (whether secured, unsecured, administrative, priority or otherwise)
against any and/or all of the Debtors and their estate(s), as applicable. Further, to the extent that
the Surety receives collateral from any non-debtor, it does not diminish the claim(s) against any
and/or all of the Debtors.
Reservation of Rights
30. The Surety reserves the right to assert an administrative claim for all post-petition
claims arising after the petition date prior to any rejection of any or all of the Bonds and/or either
or both of the Indemnity Agreements, to the extent any of the Bonds and/or either or both of the
Indemnity Agreements are found to be executory. The Surety also reserves the right to assert an
administrative claim for all post-petition claims which any Obligee is entitled to assert, and as to
9
Case 24-11217-BLS Doc 1123-1 Filed 08/08/25 Page 14 of 21
which the Surety is subrogated to the rights of any such Obligee. The Surety reserves all rights,
claims and defenses with respect to, among other things, the characterization of any of the Bonds
(including the Bonds as executory contracts), either or both of the Indemnity Agreements, and/or
any of the aforementioned or potentially any other surety program documents/agreements, and
whether they may be assumed.
31. Nothing contained in this Proof of Claim shall constitute a waiver of: (a) the right
to have final orders in non-core matters entered only after de novo review by a District Court
Judge; (b) the right to trial (by jury or otherwise) in any proceeding triable in this case or any case,
controversy, or proceeding related to this case; (c) the right to have the District Court withdraw
the reference in any matter subject to mandatory or discretionary abstention; (d) any objection to
the jurisdiction or venue of this Court; (e) an election of remedy; (f) the right to amend this Proof
of Claim; (g) the right to assert claims for attorneys’ fees and costs which may accrue or have
accrued; and/or (h) any other right, claim, defense, action, setoff right, recoupment right, or lien
right/claim in law or in equity, under any and all agreement(s), and/or applicable law all of which
are expressly reserved.
32. Nothing in this Proof of Claim (including, without limitation, statements as to the
amount of the Surety’s secured and/or unsecured or deficiency claim) shall constitute an admission
of any fact or matter, and the Surety reserves all its rights and positions in any manner relating
thereto. The Surety further reserves all rights, claims and defenses regarding any claim(s) against
any or all of the Bonds. Nothing herein shall be deemed an admission with respect to such claim(s)
or otherwise, nor shall anything herein be construed as a waiver of any of the Surety's rights,
remedies, claims and/or defenses.
10
Case 24-11217-BLS Doc 1123-1 Filed 08/08/25 Page 15 of 21
33. The Surety reserves all of its rights at law, and in equity, none of which have been
waived in whole or in part. The Surety also reserves the right to amend and or supplement this
Proof of Claim. Administrative claims are asserted herein; however, the Surety reserves its rights
to file, in this matter or otherwise, separate claim(s) for any or all administrative expense(s),
whether incurred or to be incurred by the Surety in connection with the matters described herein.
11
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EXHIBIT A
2020 General Indemnity Agreement
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Page 2
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EXHIBIT B
2018 General Indemnity Agreement
Case
Case24-11217-BLS
24-11217-BLS Doc
Doc1123-1
390-1 Filed
Filed08/08/25
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Page 8
20of
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Page 9
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