ASSET SALE AGREEMENT BY AND AMONG NORTEL NETWORKS CORPORATION NORTEL NETWORKS LIMITED NORTEL NETWORKS INC. AND THE OTHER ENTITIES IDENTIFIED HEREIN AS SELLERS AND TELEFONAKTIEBOLAGET L M ERICSSON (PUBL) DATED AS OF JULY 24, 2009Asset Sale Agreement • November 16th, 2009 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
This Asset Sale Agreement is dated as of July 24, 2009, among Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”), Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”), the Affiliates (as defined below) of the Main Sellers listed in Exhibit A hereto (the “Other Sellers” and, together with the Main Sellers, the “Sellers”) and Telefonaktiebolaget L M Ericsson (publ), a corporation organized under the laws of Sweden (the “Purchaser”).
EXECUTION VERSION ESCROW AGREEMENTEscrow Agreement • November 16th, 2009 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
This ESCROW AGREEMENT (the “Escrow Agreement”), dated as of July 20, is being entered into by and among (i) Avaya Inc., a Delaware corporation (“Purchaser”), (ii) Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), (iii) Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI”), (iv) Nortel Networks UK Limited, a limited company organized under the laws of England (“NNUK” and, together with NNL and NNI, acting jointly as the “Seller Parties”), and (v) Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”).
ASSET AND SHARE SALE AGREEMENT BY AND AMONG NORTEL NETWORKS CORPORATION NORTEL NETWORKS LIMITED NORTEL NETWORKS INC. AND THE OTHER ENTITIES IDENTIFIED HEREIN AS SELLERS AND THE ENTITIES IDENTIFIED HEREIN AS EMEA SELLERS AND AVAYA INC. DATED AS OF JULY...Asset and Share Sale Agreement • November 16th, 2009 • Nortel Networks LTD • Telephone & telegraph apparatus • New York
This Asset and Share Sale Agreement is dated as of July 20, 2009, among Nortel Networks Corporation, a corporation organized under the laws of Canada (“NNC”), Nortel Networks Limited, a corporation organized under the laws of Canada (“NNL”), Nortel Networks Inc., a corporation organized under the laws of Delaware (“NNI” and, together with NNC and NNL, the “Main Sellers”), the affiliates of the Main Sellers listed in Exhibit A hereto (the “Other Sellers” and, together with the Main Sellers, the “Sellers”) and Avaya Inc., a corporation organized under the laws of the State of Delaware (the “Purchaser”) and, only for the purposes of Sections 2.2, 5.26, 9.2, 9.3, 9.4, 10.14, 10.17 and 10.19 of this Agreement, the EMEA Sellers (as defined below) and, solely in the case of Nortel Networks UK Limited and Nortel Networks (Ireland) Limited, also Section 5.36 of this Agreement.
