Assets of Multinational Technology Company

Sale of substantially all the assets of AVAYA INC., et al., including all rights, title and interest of Avaya and its subsidiaries in, to and under all assets, properties and rights of Avaya or any subsidiary of Avaya, wherever located, whether tangible or intangible, real, personal or mixed, that are Related to the Business, including (in each case, to the extent Related to the Business but specifically excluding, in all cases, the Excluded Assets), described as below:

• The Transferred Contracts;
• The Transferred Intellectual Property;
• Lists of, and currently available contact information for, customers, vendors and suppliers (whether current, former or prospective), in each case Related to the Business;
• Sales, marketing and promotional information, literature and manuals, in each case Related to the Business;
• All books, records, customer and other reports, files and papers, correspondence and other documents, invoices, whether in hard copy or computer or other electronic format, including manuals and data (collectively, “Books and Records”), in each case that are Related to the Business, in each case other than (A) any books, records or other materials originals of which Sellers are required by Law to retain (in which case copies of which, to the extent permitted by Law, will be made available to Purchaser at Purchaser’s reasonable request) and (B) personnel, medical and employment records for employees and former employees of the Business other than Transferred Employee Records; provided that the parties shall use commercially reasonable efforts and cooperate in good faith with each other to provide such Books and Records without causing violation or loss of attorney-client work product and other legal privileges of Avaya and its subsidiaries;
• Employee Records;
• (A) the leases and subleases set forth on Section 1.03(a)(vii) of the Disclosure Schedule (the “Assumed Leases”) and (B) all structures, improvements and fixtureslocated on any Assumed Lease Real Property that are owned by any Seller, regardless of whether title to such buildings, structures, improvements or fixtures are subject to reversion to the landlord or other third party upon the expiration or termination of the Assumed Lease for such Assumed Lease Real Property;
• All Furniture and Equipment located at the Assumed Lease Real Property or otherwise set forth on Section 1.03(a)(viii) of the Disclosure Schedule and all Transferred IT Systems;
• All Permits (including applications therefor) related solely to the Business, to the extent such Permits may be transferred to Purchaser under applicable Law;
• All goodwill Related to the Business;
• All accounts, notes and other receivables Related to the Business;
• All Inventory;
• All prepaid expenses Related to the Business;
• All other current assets Related to the Business;
• All causes of action, claims, demands, deposits, warranties, guarantees,
• refunds, rights of recovery, rights of set off and other rights and privileges against third parties whether liquidated or unliquidated, fixed or contingent, choate or inchoate that are Related to the Business, in each case, including only Avoidance Actions that are related exclusively to the Business but excluding Retained Claims; and
• The assets, properties and rights set forth on Section 1.03(a)(xvi) of the Disclosure Schedule.

And more particularly described on the attached PDF.