Vyaire- First Stipulation to Agreed Facts with Hartford - For Filing — In re Vyaire Medical, Inc.

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First Stipulation of Facts between the Plan Administrator and Hartford Fire Insurance Company, Doc 1141, filed November 17, 2025 in In re Vyaire Medical, Inc., Case No. 24-11217 (BLS), U.S. Bankruptcy Court for the District of Delaware. David M. Barse, as Plan Administrator, and Hartford stipulate to facts ahead of a hearing on November 19, 2025 on Hartford's Motion seeking allowance and payment of an administrative expense claim, the Plan Administrator's Objection and Hartford's Response. The stipulation lists four surety bonds with a total face amount of $700,000.00 and states that the parties agree Hartford does not have a secured claim. It states that the Motion seeks an alleged $28,206.83 for attorneys' fees.

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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
)
In re:
)
Chapter 11
)
VYAIRE MEDICAL, INC.,1
)
Case No. 24-11217 (BLS)
)
Liquidating Debtor.
)
)
)
FIRST STIPULATION OF FACTS BETWEEN THE
PLAN ADMINISTRATOR AND HARTFORD FIRE INSURANCE COMPANY
This stipulation (this “Stipulation”) is entered into as of this 17th day of November, 2025
by and between (i) David M. Barse, solely in his capacity as the Plan Administrator (the “Plan
Administrator”) of Vyaire Medical, Inc., et al. (collectively, the “Debtors”), and (ii) Hartford Fire
Insurance Company (individually and collectively “Hartford”, each a “Party” and, together with
the Plan Administrator, the “Parties”), by and through their respective undersigned counsel. The
Parties stipulate and agree as follows:
1
This chapter 11 case is now being administered by the Plan Administrator pursuant to the terms of the Findings
of Fact, Conclusions of Law, and Order Approving the Debtors’ Disclosure Statement for, and Confirming the
Second Amended Joint Chapter 11 Plan of Vyaire Medical, Inc. and Its Debtor Affiliates Pursuant to Chapter 11
of the Bankruptcy Code [Docket No. 745] (the “Confirmation Order”).  The Plan Administrator’s mailing address
is Vyaire Medical, Inc., Attn: David M. Barse, Plan Administrator, c/o Cole Schotz P.C., 500 Delaware Avenue,
Suite 600, Wilmington, DE 19801
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2
WHEREAS, on June 9, 2024 (the “Petition Date”), the Debtors each commenced a
voluntary case under title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy
Code”) with the Bankruptcy Court for the District of Delaware (the “Court);
WHEREAS, on November 14, 2024, the Court entered the Confirmation Order approving
the Second Amended Joint Chapter 11 Plan of Vyaire Medical, Inc. and Its Debtor Affiliates
[Docket No. 719] (the “Plan”).
WHEREAS, On November 27, 2024 (the “Effective Date”), the Plan became effective in
accordance with its terms [Docket No. 810].
WHEREAS, on the Effective Date, David M. Barse, in his capacity as Plan Administrator,
became the sole representative of the Debtors’ estates for the purpose of, inter alia, reconciling
claims filed against the Debtors’ estates and facilitating distributions in accordance with the Plan.
See Plan, Art. IV.E, VII.
WHEREAS, on December 23, 2024, Hartford filed the Request by Hartford Fire
Insurance Company to Allow and Require Payment of an Administrative Expense Claim [Docket
No. 851] (the “Motion”).
WHEREAS, on August 8, 2025, the Plan Administrator filed the Plan Administrator’s
Omnibus Objection to (I) Request by Hartford Fire Insurance Company to Allow and Require
Payment of Administrative Expense Claim and (II) Proofs of Claim Filed by Hartford Insurance
Company [Docket No. 1123] (the “Plan Administrator’s Objection”).
WHEREAS, on September 15, 2025, Hartford filed the Response by Harford Fire
Insurance Company to the Plan Administrator’s Omnibus Objection to Allow and Require
Payment of Administrative Expense Claim and Proofs of Claim [Docket No. 1125] (the
“Response”).
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3
WHEREAS, the Bankruptcy Court has scheduled a hearing on November 19, 2025, at
2:30 p.m. (prevailing Eastern Time) (the “Hearing”) for argument on the Motion, Plan
Administrator’s Objection, and Response;
WHEREAS, the Parties have met and conferred and have agreed to stipulate to certain
facts in advance of the Hearing.
NOW, THEREFORE, IT IS STIPULATED AND AGREED, AS FOLLOWS:
1.
The WHEREAS clauses set forth above are incorporated herein by reference as if
set forth in their entirety.
2.
Prior to the Petition Date, Hartford issued four (4) surety bonds (the “Bonds”) on
behalf of certain of the Debtors and their non-debtor affiliates, which were still active on the
petition date.
Principal
Hartford
Bond No.
Obligee
Nature of
Bond
Face Amount
of Bond
Vyaire Medical, Inc. and
Vyaire Medical 211, Inc.
20BSBAA2688 California State
Board of Pharmacy
Pharmaceutical
Bond
$100,000.00
Vyaire Medical, Inc. and
Vyaire Medical 211, Inc.
20BSBIL8800
Nevada State Board
of Pharmacy
Pharmaceutical
Bond
$100,000.00
Vyaire Medical, Inc.
20BSBAA2687 Maryland Board of
Pharmacy
Pharmaceutical
Bond
$100,000.00
Vyaire Medical, Inc.
22C000T8M
Bureau of Customs
and Border Protection
Custom Duty
$400,000.00
Total: $700,000.00
3.
On April 9, 2018, Vyaire Medical Inc. executed that certain Indemnity Agreement
in connection with certain of the Bonds (the “2018 Indemnity Agreement”) in favor of Hartford.
See Motion Ex. A.
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4.
On December 15, 2020, Vyaire Medical Inc. executed that certain General
Indemnity Agreement Commercial in connection with certain of the Bonds (the “2020 Indemnity
Agreement” and collectively, with the 2018 Indemnity Agreement, the “Indemnity Agreements”)
in favor of Hartford. See Motion Ex. B.
5.
The 2020 Indemnity Agreement provides:
“Indemnitor” or “Indemnitors” means all person or entities
executing 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 thereon 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 Motion, Ex. A.
6.
The 2018 Indemnity Agreement, among other provisions, provides:
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 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 Motion, Ex. B.
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7.
On September 27, 2024, Hartford filed Claim No. 25 asserting a secured claim
against Debtor Vyaire Medical 211, Inc. for a contingent/unliquidated claim in an unknown
amount. See Plan Administrator’s Objection Ex. 1.  Also on September 27, 2024, Hartford filed
Claim No. 184 asserting a secured claim against Debtor Vyaire Medical, Inc. for a
contingent/unliquidated claim in an unknown amount.  See Plan Administrator’s Objection Ex. 2.
8.
For purposes of this Stipulation, the parties agree Hartford does not have a secured
claim.
9.
Based on proof of claim number 209 filed by U.S. Customs and Border Protection
(“US Customs”), as of the Petition Date, there were approximately 1,200 customs entries for
processing. On July 25, 2025, U.S. Customs and Border Protection filed an amended proof of
claim indicating that the customs entries had been reduced to less than 100.  The Plan
Administrator represents that, since the filing of said amended claim, US Customs has, formally
or informally, amended its claims to provide that all remaining customs entries were liquidated
and are now subject to a 90-day waiting period for reopening the entry. Notwithstanding the
foregoing and while preserving all defenses to any claim on a bond, Hartford contends that the
foregoing does not independently preclude a claim on any of the Bonds by US Customs.
10.
Attached hereto as “Exhibit A” is a copy of documents relating to a claim/demand
under the Bonds. U.S. Customs has not asserted any amounts against the Debtors in connection
with “Exhibit A” in any claims or amended claims filed in these bankruptcy cases. The Plan
Administrator contends that the claim/demand set forth on “Exhibit A” cannot be pursued against
the Debtors pursuant to (i) this Court’s Order (I) Setting Bar Dates for Filing Proofs of Claim,
Including Under Section 503(b)(9), (II) Establishing Amended Schedules Bar Date and Rejection
Damages Bar Date, (III) Approving the Form of and Manner for Filing Proofs of Claim, Including
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Section 503(b)(9) Requests, and (IV) Approving Form and Manner of Notice Thereof [Docket No.
227] establishing December 9, 2024 as the deadline for governmental un units to file a claim and
(ii) the confirmed Plan which automatically disallows any untimely claims and enjoins any parties
from asserting such claims against the Debtors. The Plan Administrator further contends that no
other claims have been asserted or preserved against the Debtors’ estates and any such claim
against the Debtors is now time-barred absent further order of the Bankruptcy Court.  Hartford
contends it has asserted multiple claims against the Debtors’ estate for sums that it pays US
Customs and that it will be paying the claim asserted in Exhibit A.  Hartford has not received
releases in its favor under any of the Bonds.
11.
The Debtors paid the premiums for the Bonds through at least the Effective Date.
12.
On December 23, 2024, Hartford filed the Motion seeking allowance and payment
of an alleged administrative claim in the amount of $28,206.83 for asserted attorneys’ fees incurred
by Hartford between the Petition Date and Effective Date. The Motion also requests allowance of
a potential contingent and unliquidated administrative claim if any claims were or are made against
the Bonds arising during and/or pertaining to the period between the Petition Date and the Effective
Date.
13.
The Confirmation Order provides, in relevant part:
“Notwithstanding anything to the contrary in the Plan or the Confirmation Order
and any related documents, on the Effective Date, any rights, claims and
obligations, including without limitation, trust and/or subrogation rights arising
under any surety bonds issued by Hartford Fire Insurance Company (the “Surety”)
shall continue in full force and effect including, to the extent applicable, the
following: (a) any indemnity agreement or related instruments issued and/or
executed on behalf of or at the request of any of the Debtors in favor of Surety; (b)
any funds the Surety or any bond beneficiary is holding and/or that are being held
for or for the benefit of the Surety or any bond beneficiary presently or in the future,
whether in trust, as security, or otherwise; (c) any substitutions or replacements of
said funds including accretions to and interest earned on said funds; (d) any
collateral being held by any bond beneficiary or letter of credit, related to any
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indemnity, collateral trust, bond, arrangement, contract or other agreements
between or involving the Surety and any of the Debtors; (e) any rights, remedies
and/or defenses the Surety may now or in the future have with respect to any and
all bonds and/or related instruments issued and/or executed by the Surety on behalf
of any of the Debtors; and (f) current or future setoff and/or recoupment rights
and/or lien rights and/or trust fund claims of the Surety or any party to whose rights
the Surety has or may be subrogated, and/or any existing or future subrogation or
other common law rights of the Surety.”
Confirmation Order ⁋ 113.
14.
The Plan Administrator represents that the Debtors ceased operations related to the
Bonds following the closing of the sale of its respiratory diagnostics business on November 12,
2024 to Trudell Medical Limited (“Trudell”). The four bonds were still active on the Effective
Date of the Plan.
15.
Between the Effective Date and December 3, 2024, counsel for the Plan
Administrator informed counsel for Hartford that the Plan Administrator did not need the Bonds,
and the purchasers of the Debtors’ assets may want to engage in a direct relationship with Hartford
in connection with the Bonds and/or surety relationship involving Hartford and some or all of the
purchasers. On December 3, 2024, counsel for the Plan Administrator sent an email to counsel for
Hartford following that discussion. A true and correct copy of the December 3, 2024 email is
attached hereto as “Exhibit B.”
16.
On December 3, 2024, counsel for Trudell emailed counsel for Hartford to discuss
a resolution for continuing the Bonds. A true and correct copy of the December 3, 2024 email,
along with other emails as part of that email chain, are attached hereto as “Exhibit C.”
17.
On December 9, 2024, counsel for Trudell sent an additional email to counsel for
Hartford. A true and correct copy of the December 9, 2024 email is included as part of an email
chain attached hereto as “Exhibit C”.  The email states “I am reaching out to confirm that Trudell
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has agreed in principle with the steps outlined below and has asked that you share your form of
indemnity agreement for our review and consideration.”
18.
Attached hereto as “Exhibit D,” is a redacted copy of the bills of counsel for
Hartford in connection with this matter from the Petition Date to June 2025. These bills total
$55,268.53, not including any time spent in connection with the negotiation of an indemnity
agreement with Trudell and/or the use of Bonds in connection with Trudell. These entries are
indicated by an asterisk. These bills continue to accrue. Hartford contends that in addition to
Hartford’s right to be reimbursed its fees and costs through the Effective Date pursuant to among
other things, the Indemnity Agreements and the terms of the Confirmation Order, Hartford is
entitled to reimbursement of post-Effective Date losses, costs plus expenses, including fees,
relating to the Debtors’ bankruptcy case, and/or incurred in connection with the issuance and
execution of bonds, including the Bonds, and including Hartford’s claims for attorneys’ fees and
costs. The Plan Administrator contends that Hartford is not entitled to seek any post-Effective Date
fees. The Plan Administrator further contends that all legal fees incurred by Hartford are not
“reasonable.”
19.
One of the Debtors’ first-day motions indicates the Bonds were needed for the
ongoing operation of the Debtors’ business. Hartford contends that the Bonds provide a benefit to
the estate. [ECF Doc. 9]. The Plan Administrator contends that the Hartford’s legal fees in
connection with the Bonds provided no benefit to the Debtors’ estates.  Hartford disputes this
contention, and it further asserts that its claims for indemnification and reimbursement for all
losses, costs, and expenses, including legal fees, are subject to applicable surety law and not a
“reasonableness” standard.  Hartford also contends that the Indemnity Agreement and Bond are
integrated contracts.
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20.
The undersigned counsel who execute this Stipulation by or on behalf of each
respective Party represents and warrants that he or she has been duly authorized and empowered
to execute and deliver this Stipulation on behalf of such Party.
[Signature Page Follows]
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Dated: November 17, 2025
Wilmington, Delaware
/s/ Gary D. Bressler
McELROY, DEUTSCH, MULVANEY &
CARPENTER, LLP
Gary D. Bressler (No. 5544)
300 Delaware Avenue, Suite 1014
Wilmington, DE 19801
Telephone: 302-200-4510
Facsimile: 302-654-1031
Email:  gbressler@mdmc-law.com
Michael R. Morano (Admitted Pro Hac Vice)
1300 Mount Kemble Ave.
Morristown, NJ 07962
Telephone:  973-993-8100
Facsimile:  973-425-0161
Email: mmorano@mdmc-law.com
Attorneys to Hartford Fire Insurance
Company
/s/ Melissa M. Hartlipp
COLE SCHOTZ P.C.
Patrick J. Reilley (No. 4451)
Stacy L. Newman (No. 5044)
Melissa M. Hartlipp (No. 7063)
500 Delaware Avenue, Suite 600
Wilmington, DE 19801
Telephone: (302) 652-3131
Facsimile: (302) 652-3117
Email: preilley@coleschotz.com
snewman@coleschotz.com
mhartlipp@coleschotz.com
- and -
Matteo Percontino (Admitted Pro Hac Vice)
Court Plaza North, 25 Main Street
Hackensack, NJ 07601
Telephone: (201) 489-3000
Facsimile: (201) 489-1536
Email:  mpercontino@coleschotz.com
Counsel to David M. Barse, solely in his
capacity as the Plan Administrator of Vyaire
Medical, Inc., et al.
Case 24-11217-BLS    Doc 1141    Filed 11/17/25    Page 10 of 10

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