{"id":43227,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-for-the-purchase-and-sale-of-assets-lucent2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-for-the-purchase-and-sale-of-assets-lucent2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-for-the-purchase-and-sale-of-assets-lucent2.html","title":{"rendered":"Agreement for the Purchase and Sale of Assets &#8211; Lucent Technologies Inc. and Tyco Group S.A.R.L."},"content":{"rendered":"<pre>\n                  AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS\n\n\n                                 BY AND BETWEEN\n\n\n                            LUCENT TECHNOLOGIES INC.\n\n\n                                    AS SELLER\n\n\n\n                                       AND\n\n\n\n                               TYCO GROUP S.A.R.L.\n\n\n                                    AS BUYER\n\n\n\n\n\n                          DATED AS OF NOVEMBER 13, 2000\n\n\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n\n\n                                TABLE OF CONTENTS\n                                                                            PAGE\n\n1.    Definitions.......................................................2\n      1.1   Defined Terms...............................................2\n      1.2   Other Definitional and Interpretive Matters.................10\n\n2.    Purchase and Sale of the Business.................................11\n      2.1   Purchase and Sale of Assets.................................11\n      2.2   Excluded Assets.............................................12\n      2.3   Purchase Price..............................................14\n      2.4   Assumed Liabilities.........................................15\n      2.5   Excluded Liabilities........................................16\n      2.6   Further Assurances; Further Conveyances and\n            Assumptions; Consent of Third Parties.......................16\n      2.7   No Licenses.................................................18\n      2.8   Bulk Sales Law..............................................18\n      2.9   Taxes.......................................................18\n      2.10  Buyer Designee..............................................19\n\n3.    Representations and Warranties of Seller..........................19\n      3.1   Organization and Qualification..............................19\n      3.2   Subsidiaries................................................19\n      3.3   Authorization; Binding Effect...............................20\n      3.4   Non-Contravention; Consents.................................20\n      3.5   Title to Property; Principal Equipment; Sufficiency\n            of Assets...................................................21\n      3.6   Permits, Licenses...........................................21\n      3.7   Real Estate.................................................22\n      3.8   Compliance With Laws; Litigation............................22\n      3.9   Business Employees..........................................23\n      3.10  Contracts...................................................24\n      3.11  Environmental Matters.......................................24\n      3.12  Financial Statement; Absence of Changes.....................25\n      3.13  Intellectual Property.......................................26\n      3.14  Brokers.....................................................27\n      3.15  Taxes.......................................................27\n      3.16  Product Liability and Recalls...............................27\n      3.17  Product Warranty............................................27\n      3.18  Inventory...................................................28\n      3.19  Customer and Suppliers......................................28\n      3.20  Restrictions on the Business................................28\n      3.21  No Other Representations or Warranties......................28\n\n\n                                       -i-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n4.    Representations and Warranties of Buyer...........................28\n      4.1   Organization and Qualification..............................29\n      4.2   Authorization; Binding Effect...............................29\n      4.3   No Violations...............................................29\n      4.4   Brokers.....................................................30\n      4.5   No Other Seller Representations and Warranties..............30\n      4.6   Sufficiency of Funds........................................31\n      4.7   No Other Representations or Warranties......................31\n\n5.    Certain Covenants.................................................31\n      5.1   Access and Information......................................31\n      5.2   Conduct of Business.........................................32\n      5.3   Tax Reporting and Allocation of Consideration...............34\n      5.4   Business Employees..........................................34\n      5.5   Collateral Agreements; Leased Equipment.....................40\n      5.6   Regulatory Compliance.......................................41\n      5.7   Contacts with Suppliers, Employees and Customers............41\n      5.8   Use of Lucent's Name; Brazilian JV Comany Name..............41\n      5.9   No Hire and Non-Solicitation of Employees...................43\n      5.10  No Negotiation or Solicitation..............................43\n      5.11  Non-Competition.............................................43\n\n6.    Confidential Nature of Information................................44\n      6.1   Confidentiality Agreement...................................44\n      6.2   Seller's Proprietary Information............................44\n      6.3   Buyer's Proprietary Information.............................46\n      6.4   Confidential Nature of Agreement............................47\n\n7.    Closing...........................................................47\n      7.1   Deliveries by Seller or the Subsidiaries....................47\n      7.2   Deliveries by Buyer.........................................48\n      7.3   Closing Date................................................48\n\n8.    Conditions Precedent to Closing...................................49\n      8.1   General Conditions..........................................49\n      8.2   Conditions Precedent to Buyer's Obligations.................49\n      8.3   Conditions Precedent to Seller's Obligations................50\n\n9.    Status of Agreements..............................................50\n      9.1   Effect of Breach............................................50\n      9.2   Survival of Representations and Warranties..................50\n      9.3   General Agreement to Indemnify..............................51\n      9.4   General Procedures for Indemnification......................53\n\n                                      -ii-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n10.   Miscellaneous Provisions..........................................54\n      10.1  Notices.....................................................54\n      10.2  Expenses....................................................55\n      10.3  Entire Agreement; Modification..............................55\n      10.4  Assignment; Binding Effect; Severability....................55\n      10.5  Governing Law...............................................55\n      10.6  Execution in Counterparts...................................56\n      10.7  Public Announcement.........................................56\n      10.8  No Third-Party Beneficiaries................................56\n\n11.   Termination and Waiver............................................57\n      11.1  Termination.................................................57\n      11.2  Effect of Termination.......................................57\n      11.3  Waiver of Agreement.........................................57\n      11.4  Amendment of Agreement......................................57\n      11.5  Disputes; Waiver of Jury Trial..............................58\n\n\n\n                                     -iii-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n\n\nSCHEDULES\n\nSCHEDULE 2.1(h)   Licenses\nSCHEDULE 2.1(j)   Governmental Permits\nSCHEDULE 2.2(f)   Excluded Contracts\nSCHEDULE 2.3(b)   9\/30\/2000 Inventory Statement\nSCHEDULE 2.3(d)   Allocation of Purchase Price Among Seller, Subsidiaries of\n                  Seller, and Buyer Designees \nSCHEDULE 3.2      Subsidiaries \nSCHEDULE 3.4(b)   Required Consents \nSCHEDULE 3.7(a)   Assumed Leases; Leased Premises\nSCHEDULE 3.7(b)   Transferred Premises \nSCHEDULE 3.8(a)   Compliance with Laws\nSCHEDULE 3.8(b)   Litigation \nSCHEDULE 3.9(a)   Business Employees \nSCHEDULE 3.9(b)   Benefit Plans \nSCHEDULE 3.10     Material Contracts \nSCHEDULE 3.11     Environmental Matters \nSCHEDULE 3.12     Financial Statements \nSCHEDULE 3.13(b)  Intellectual Property \nSCHEDULE 3.16     Product Liability and Recalls \nSCHEDULE 3.17     Product Warranty Terms \nSCHEDULE 3.19     Customers and Suppliers \nSCHEDULE 5.4(m)   Labor Agreements\n\n\n\nEXHIBITS\n\nEXHIBIT A         Form of Assignment and Bill of Sale \nEXHIBIT B         Form of Assumption Agreement \nEXHIBIT C         Form of Lease Assignment \nEXHIBIT D         Form of Sublease\nEXHIBIT E         Form of Supply Agreement \nEXHIBIT F         Form of Intellectual Property Agreement \nEXHIBIT G         Form of Transition Services Agreement \nEXHIBIT H         Form of Opinion - Buyer's Savings Plan\n\n\n\n                                      -iv-\n\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n                  AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS\n\n\n      THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS (\"AGREEMENT\") is made\nas of November 13, 2000 by and between LUCENT TECHNOLOGIES INC., a Delaware\ncorporation (\"SELLER\" or \"LUCENT\"), and TYCO GROUP S.A.R.L., a company organized\nunder the laws of Luxembourg (\"BUYER\").\n\n                                 R E C I T A L S\n\n\n      A. WHEREAS, Seller and the Subsidiaries are, among other things, engaged\nthrough a unit (referred to herein as \"POWER SYSTEMS\") of its Microelectronics\nand Communications Technology Group in the worldwide manufacturing, marketing,\nsales and distribution of power supply, power conversion and backup power\nequipment for wireless, optical, switching and other equipment that run\ncommunications networks and a full line of power products, including Titania(TM)\npower products, for computer manufacturers; and provide custom design,\nengineering, installation and technical support related to such power products\n(collectively, the \"BUSINESS\");\n\n      B. WHEREAS,  the Business is composed of certain assets and  liabilities\nthat are currently part of Seller and the Subsidiaries;\n\n      C. WHEREAS, Seller and the Subsidiaries desire to sell, transfer and\nassign to Buyer, and Buyer desires to purchase and assume from Seller and the\nSubsidiaries, the Purchased Assets (as hereinafter defined), and Buyer is\nwilling to assume, the Assumed Liabilities (as hereinafter defined), in each\ncase as more fully described and upon the terms and subject to the conditions\nset forth herein; and\n\n      D. WHEREAS, Seller and\/or one or more of the Subsidiaries and Buyer desire\nto enter into each Assignment and Bill of Sale, each Assumption Agreement, the\nSupply Agreement, the Intellectual Property Agreement, the Transition Services\nAgreement, each Lease Assignment, each Sublease and each Real Estate Deed\n(collectively, the \"COLLATERAL AGREEMENTS\").\n\n      NOW, THEREFORE, in consideration of the mutual agreements and covenants\nherein contained and intending to be legally bound hereby, the parties hereto\nhereby agree as follows:\n\n\n\n\n\n\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n1.    DEFINITIONS\n\n      1.1   DEFINED TERMS\n\n      For the purposes of this Agreement, in addition to the words and phrases\nthat are described throughout the body of this Agreement, the following words\nand phrases shall have the following meanings:\n\n      \"AFFILIATE\" of any Person means any Person that controls, is controlled\nby, or is under common control with such Person. As used herein, \"CONTROL\" means\nthe possession, directly or indirectly, of the power to direct or cause the\ndirection of the management and policies of such entity, whether through\nownership of voting securities or other interests, by contract or otherwise.\n\n      \"AGREEMENT\" has the meaning assigned in the preamble hereof.\n\n       \"ASSET ACQUISITION STATEMENT\" has the meaning assigned in Section 5.3(b).\n\n      \"ASSIGNMENT AND BILL OF SALE\" means each agreement in substantially the\nform set forth as EXHIBIT A.\n\n      \"ASSUMED LEASES\" means the Leases to be assumed by the Buyer pursuant to a\nLease Assignment or Sublease and identified on SCHEDULE 3.7(a).\n\n      \"ASSUMED LIABILITIES\" means the liabilities and obligations of Seller and\nthe Subsidiaries assumed by Buyer pursuant to the Assumption Agreement and\nSection 2.4.\n\n      \"ASSUMPTION AGREEMENT\" means each agreement in substantially the form set\nforth as EXHIBIT B.\n\n      \"BENEFIT PLAN\" means, in respect of any Business Employee, each \"employee\nbenefit plan,\" as defined in Section 3(3) of ERISA (including any \"multiemployer\nplan\" as defined in Section 3(37) of ERISA) and each employment, severance,\nretention, consulting, or similar agreement or arrangement related to\nprofit-sharing, bonus, stock option, stock purchase, stock ownership, pension,\nretirement, severance, deferred compensation, excess benefit, supplemental\nunemployment, post-retirement medical or life insurance, welfare or incentive\nplan, or sick leave, long-term disability, medical, hospitalization, life\ninsurance, other insurance plan, or other employee benefit plan, program or\narrangement, qualified or non-qualified, funded or unfunded, maintained or\ncontributed to by Seller or the Subsidiaries, provided such plans, programs, or\narrangements are in writing.\n\n      \"BRAZILIAN JV COMPANY\" has the meaning assigned in Section 2.1(k).\n\n\n                                       -2-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      \"BUSINESS\" has the meaning assigned in Recital A hereof.\n\n      \"BUSINESS DAY\" means a day that is not a Saturday, a Sunday or a statutory\nor civic holiday in the State of New York or any other day on which the\nprincipal offices of Seller or Buyer are closed or become closed prior to 2:00\np.m. local time.\n\n      \"BUSINESS EMPLOYEES\" means the employees of Seller or the Subsidiaries\nemployed in the Business and identified on SCHEDULE 3.9(a).\n\n      \"BUSINESS RECORDS\" means all books, records, ledgers and files or other\nsimilar information used primarily in the conduct of the Business, including\nprice lists, customer lists, vendor lists, mailing lists, warranty information,\ncatalogs, sales promotion literature, advertising materials, brochures, records\nof operation, standard forms of documents, manuals of operations or business\nprocedures, research materials and product testing reports required by any\nnational, federal, state, provincial or local court, administrative body or\nother Governmental Body of any country, but excluding any such items to the\nextent (i) they are included in, or primarily related to, any Excluded Assets or\nExcluded Liabilities, or (ii) any applicable Law prohibits their transfer.\n\n      \"BUYER\" has the meaning assigned in the preamble hereof.\n\n      \"BUYER DESIGNEE\" means one or more Affiliates of Buyer identified to\nSeller prior to the Closing Date.\n\n      \"BUYER NONREPRESENTED SAVINGS PLAN\" has the meaning assigned in Section\n5.4(e).\n\n      \"BUYER PENSION PLAN\" has the meaning assigned in Section 5.4(g).\n\n      \"BUYER REPRESENTED SAVINGS PLAN\" has the meaning assigned in Section\n5.4(e).\n\n      \"BUYER SAVINGS PLAN\" has the meaning assigned in Section 5.4(e).\n\n      \"CERCLA\" means the Comprehensive  Environmental Response,  Compensation,\nand Liability Act of 1980, 42 U.S.C.ss.ss.9601 ET SEQ. as amended.\n\n      \"CLOSING\" means the closing of the transactions described in Article 7.\n\n      \"CLOSING DATE\" means the date of the Closing as determined pursuant to\nSection 7.3.\n\n      \"CLOSING DATE INVENTORY STATEMENT\" has the meaning assigned in Section\n2.3(b).\n\n      \"CODE\" means the U.S. Internal Revenue Code of 1986, as amended.\n\n\n                                       -3-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      \"COLLATERAL AGREEMENTS\" has the meaning assigned in Recital D hereof.\n\n      \"CONFIDENTIALITY AGREEMENT\" shall mean the agreement between Seller and\nBuyer dated June 1, 2000.\n\n      \"CONTRACTS\" means all Third-Party contracts, agreements, leases and\nsubleases, supply contracts, purchase orders, sales orders and instruments used\nor held for use in each case primarily in the conduct of the Business, that will\nbe in effect on the Closing Date to which Seller or a Subsidiary is a party, (i)\nfor the lease of machinery and equipment, motor vehicles, or furniture and\noffice equipment, (ii) for the provision of goods or services, (iii) for the\nsale of goods or performance of services by the Business, including teaming\nagreements relating thereto, (iv) for the sale and distribution of the products,\nand (v) any such contracts, agreements, instruments and leases referred to in\nclauses (i) - (iv), inclusive, entered into between the date hereof and\noutstanding as of the Closing Date by Seller or a Subsidiary, but \"CONTRACTS\"\nexcludes the Excluded Contracts.\n\n      \"COUNSEL FOR BUYER\" means a corporate counsel of Buyer.\n\n      \"COUNSEL FOR SELLER\" means a corporate counsel of Seller.\n\n      \"DALLAS RECEIVABLES\" has the meaning assigned in Section 2.1(l).\n\n      \"ENCUMBRANCE\" means any lien, claim, charge, security interest, mortgage,\npledge, easement, conditional sale or other title retention agreement, covenant\nor other similar restrictions or third party rights affecting the Purchased\nAssets other than Permitted Encumbrances.\n\n      \"ENVIRONMENTAL LAW\" means any foreign, local, county, state or federal\nLaw that governs the existence of or provides a remedy for release of\nHazardous Substances, the protection of persons, natural resources or the\nenvironment, the management of Hazardous Substances, or other activities\ninvolving Hazardous Substances including, without limitation, under CERCLA,\nthe Hazardous Materials Transportation Act, 49 U.S.C.ss.1801 ET SEQ., the\nResource Conservation and Recovery Act (\"RCRA\"), 42 U.S.C.ss.6901 ET SEQ.,\nthe Clean Water Act, 33 U.S.C. Sectionss.1251 ET SEQ., the Clean Air Act, 42\nU.S.C.ss.7401 ET SEQ., the Toxic Substance Control Act, 15 U.S.C.ss.2601 ET\nSEQ., the Oil Pollution Act of 1990, 33 U.S.C.ss.2701 ET SEQ., and the\nOccupational Safety and Health Act, 29 U.S.C.ss.651 ET SEQ.,  or any other\nsimilar foreign, federal, state, local or county Laws, as such laws have been\namended or supplemented, and the regulations promulgated pursuant thereto, in\neach case as in effect on or prior to the Closing Date or, with respect to\nrepresentations and warranties made on the date hereof, on or prior to the\ndate hereof.\n\n      \"ERISA\" means the Employee Retirement Income Security Act of 1974, as\namended.\n\n\n                                       -4-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      \"EXCLUDED ASSETS\" means the properties and assets of the Business excluded\nfrom the Purchased Assets by Section 2.2.\n\n      \"EXCLUDED CONTRACTS\" means those Contracts (i) identified in SCHEDULE\n2.2(f), (ii) under which performance by Seller or an Affiliate has been\ncompleted and for which there is no remaining warranty, maintenance, or support\nobligation, (iii) relating to any General Purchase Agreement, and (iv) relating\nto Excluded Assets or Excluded Liabilities.\n\n      \"EXCLUDED LEASED EQUIPMENT\" has the meaning assigned in Section 5.5(b).\n\n      \"EXCLUDED LIABILITIES\" means the liabilities and obligations that are not\nassumed by Buyer as provided in Section 2.5.\n\n      \"EXISTING INVENTORY\" has the meaning assigned in Section 5.8(a).\n\n      \"FINANCIAL STATEMENTS\" has the meaning assigned in Section 3.12(a).\n\n      \"FIRST TRANSFER DATE\" has the meaning assigned in Section 5.4(g).\n\n      \"FIXTURES AND SUPPLIES\" means all furniture, furnishings and other\ntangible personal property owned by Seller or a Subsidiary and used or held for\nuse primarily in the conduct of the Business and located on the Premises,\nincluding, without limitation desks, tables, chairs, file cabinets and other\nstorage devices and office supplies but excluding any such items related to\nExcluded Assets or Excluded Liabilities.\n\n      \"GENERAL PURCHASE AGREEMENTS\" shall mean Third-Party supply contracts or\nother agreements between Seller or an Affiliate and a Third Party pursuant to\nwhich Seller or an Affiliate purchases products or services from such\nThird-Party for any of Seller's or an Affiliate's businesses other than\nprimarily for the Business.\n\n      \"GOVERNMENTAL BODY\" means any legislative, executive or judicial unit of\nany governmental entity (foreign, federal, state or local) or any department,\ncommission, board, agency, bureau, official or other regulatory, administrative\nor judicial authority thereof.\n\n      \"GOVERNMENTAL PERMITS\" means all governmental permits and licenses,\ncertificates of inspection, approvals or other authorizations issued to Seller\nor a Subsidiary with respect to the Business or the Premises and necessary for\nthe operation of the Business or the Premises as currently conducted under\napplicable Laws.\n\n      \"HAZARDOUS SUBSTANCE\" means (i) any hazardous, toxic or dangerous waste,\nsubstance or material defined as such in (or for the purposes of) any\nEnvironmental Law, including Environmental Laws relating to or imposing\nliability or standards or conduct concerning any hazardous, toxic or dangerous\nwaste, substance or material in effect on the date of this \n\n\n\n\n                                       -5-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nAgreement, (ii) asbestos, flammable explosives, radioactive materials, urea\nformaldehyde foam insulation, polychlorinated biphenyls, petroleum and petroleum\nproducts (including but not limited to waste petroleum and petroleum products),\nor methane, and (iii) any other chemical, material or substance, exposure to\nwhich is prohibited, limited or regulated by any Governmental Body pursuant to\nany Environmental Law or any health and safety or similar law, code, ordinance,\nrule or regulation, order or decree, and which may or could pose a hazard to the\nhealth and safety of workers at or users of any properties of Seller or any\nSubsidiary or cause damage to the environment.\n\n      \"HSR ACT\" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,\nas amended.\n\n      \"INDEMNIFIED PARTY\" has the meaning assigned in Section 9.3(a).\n\n      \"INDEMNIFYING PARTY\" has the meaning assigned in Section 9.4(a).\n\n      \"INTELLECTUAL PROPERTY\" has the meaning assigned in Section 3.13.\n\n      \"INTELLECTUAL PROPERTY AGREEMENT\" means the agreement in substantially the\nform set forth as EXHIBIT F.\n\n      \"INVENTORY\" means all inventory, wherever located, including raw\nmaterials, work in process, recycled materials, finished products, inventoriable\nsupplies, and non-capital spare parts owned by Seller or a Subsidiary and used\nor held for use primarily in the conduct of the Business, and any rights of\nSeller or a Subsidiary to the warranties received from suppliers and any related\nclaims, credits, rights of recovery and setoff with respect to such Inventory,\nbut only to the extent such rights are assignable, but excluding any inventory\nrelated to Excluded Assets or Excluded Liabilities.\n\n      \"IRS\" means the U.S. Internal Revenue Service.\n\n      \"LAWS\" shall mean any national, federal, state, provincial or local law,\nstatute, ordinance, rule, regulation, code, order, judgment, injunction or\ndecree of any country.\n\n      \"LEASE\" means the lease for any of the Leased Premises.\n\n      \"LEASE ASSIGNMENT\" means each assignment agreement with respect to a Lease\nin substantially the form set forth as EXHIBIT C.\n\n      \"LEASED EQUIPMENT\" means the computers, servers, machinery and equipment\nand other similar items leased and used by Seller or a Subsidiary primarily in\nthe conduct of the Business but excluding any such items related to Excluded\nAssets or Excluded Liabilities.\n\n                                        -6-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      \"LEASED PREMISES\" means the real property that is leased by Seller or a\nSubsidiary from Third Parties and used by Seller or a Subsidiary primarily in\nthe conduct of the Business as identified on SCHEDULE 3.7(a).\n\n      \"LICENSES\" means all licenses, agreements and other arrangements\nidentified on SCHEDULE 2.1(h) under which Seller or a Subsidiary has the right\nto use any Proprietary Information of a Third Party to the extent used or held\nfor use primarily in the conduct of the Business but not the Nonassignable\nLicenses or any such items related to Excluded Assets or Excluded Liabilities.\n\n      \"LOSSES\" has the meaning assigned in Section 9.3(a).\n\n      \"LSP\" has the meaning assigned in Section 5.4(e).\n\n      \"LTSSP\" has the meaning assigned in Section 5.4(e).\n\n      \"LUCENT\" has the meaning assigned in the preamble hereof.\n\n      \"LUCENT OCCUPATIONAL PLAN\" has the meaning assigned in Section 5.4(g).\n\n      \"MARKED ASSETS\" has the meaning assigned in Section 5.8(a).\n\n      \"MARKED INSTRUMENTALITIES\" has the meaning assigned in Section 5.8(a).\n\n      \"MATERIAL ADVERSE EFFECT\" means any condition or event that has material\nand adverse effect upon the financial condition or results of operations of the\nBusiness taken as a whole, other than any condition or event (i) relating to the\neconomy in general, (ii) relating to the industries in which the Business\noperates in general, (iii) arising out of or resulting from actions of Buyer or\na Buyer Designee in connection with this Agreement.\n\n      \"MATERIAL CONTRACTS\" has the meaning assigned in Section 3.10.\n\n      \"9\/30\/2000 INVENTORY STATEMENT\" has the meaning assigned in \nSection 2.3(b).\n\n      \"NONASSIGNABLE ASSETS\" has the meaning assigned in Section 2.6(c).\n\n      \"NONASSIGNABLE LICENSES\" means those Licenses of Proprietary Information\nto which Seller or an Affiliate is the licensee that are (i) not by their terms\nassignable to Buyer, or (ii) related to other businesses of Seller or an\nAffiliate and not solely to the Business.\n\n      \"NONREPRESENTED TRANSFERRED EMPLOYEES\" means Transferred Employees in the\nUnited States who are not Represented Transferred Employees.\n\n\n                                       -7-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      \"OTHER MARKED ASSETS\" has the meaning assigned in Section 5.8(a).\n\n      \"PENSION PLAN\" has the meaning assigned in Section 3.9(b).\n\n      \"PENSION TRANSFER AMOUNT\" has the meaning assigned in Section 5.4(h).\n\n      \"PERMITTED ENCUMBRANCES\" means any (i) liens for taxes, assessments and\nother governmental charges or of landlords, liens of carriers, warehouseman,\nmechanics and material men incurred in the ordinary course of business, in each\ncase for sums not yet due and payable or due but not delinquent or being\ncontested in good faith by appropriate proceedings, (ii) liens incurred or\ndeposits made in the ordinary course of business in connection with workers'\ncompensation, unemployment insurance and other types of social security or to\nsecure the performance of tenders, statutory obligations, surety and appeal\nbonds, bids, leases government contracts, performance and return of money bonds\nand similar obligations, (iii) licenses granted by Seller or an Affiliate in\nconnection with sales of products in the ordinary course of business, and (iv)\nany Encumbrance or minor imperfection in title and minor encroachments, if any,\nnot material in amount that, individually or in the aggregate, do not materially\ninterfere with the conduct of the Business or with the use of the Purchased\nAssets and do not materially affect the value of the Purchased Assets.\n\n      \"PERSON\" means any individual, corporation, partnership, firm,\nassociation, joint venture, joint stock company, trust, unincorporated\norganization or other entity, or any government or regulatory, administrative or\npolitical subdivision or agency, department or instrumentality thereof.\n\n      \"POWER SYSTEMS\" has the meaning assigned in Recital A hereof.\n\n      \"PREMISES\" means the Leased Premises and the Transferred Premises.\n\n      \"PRINCIPAL EQUIPMENT\" means the computers, servers, machinery and\nequipment (including any related spare parts, dies, molds, tools, and tooling)\nand other similar items used by Seller or a Subsidiary primarily in the conduct\nof the Business but not the Leased Equipment or any such items related to\nExcluded Assets or Excluded Liabilities. Principal Equipment includes rights to\nthe warranties received from the manufacturers and distributors of said items\nand to any related claims, credits, rights of recovery and setoff with respect\nto said items, but only to the extent such rights are assignable.\n\n      \"PROPRIETARY INFORMATION\" means all information (whether or not\nprotectable by patent, copyright, mask works or trade secret rights) not\ngenerally known to the public (except for patents), including, but not limited\nto, works of authorship, inventions, discoveries, patentable subject matter,\npatents, patent applications, industrial models, industrial designs, trade\nsecrets, trade secret rights, software, works, copyrightable subject matters,\ncopyright rights and registrations, mask works, know-how and show-how,\n\n\n\n                                       -8-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\ntrademarks, trade names, service marks, emblems, logos, insignia and related\nmarks and registrations, specifications, technical manuals and data, libraries,\nblueprints, drawings, proprietary processes, product information and development\nwork-in-process.\n\n      \"PURCHASE PRICE\" has the meaning assigned in Section 2.3(a).\n\n      \"PURCHASE PRICE ADJUSTMENT\" has the meaning assigned in Section 2.3(b).\n\n      \"PURCHASED ASSETS\" has the meaning assigned in Section 2.1.\n\n      \"PURCHASED LEASED EQUIPMENT\" has the meaning assigned in Section 5.5(b).\n\n      \"REAL ESTATE DEED\" means each deed with respect to Transferred Premises.\n\n      \"REASONABLE COMMERCIAL EFFORTS\" means that the obligated party is required\nto make a diligent, reasonable and good faith effort to accomplish the\napplicable objective. Such obligation, however, does not require an expenditure\nof funds or the incurrence of a liability on the part of the obligated party,\nnor does it require that the obligated party act in a manner that would be\ncontrary to normal commercial practices in order to accomplish the objective.\nThe fact that the objective is or is not actually accomplished is no indication\nthat the obligated party did or did not in fact utilize its reasonable\ncommercial efforts in attempting to accomplish the objective.\n\n      \"RELEASE\" means any past or present spilling, leaking, pumping, pouring,\nemitting, emptying, discharging, injecting, escaping, leaching, dumping or\ndisposing of a Hazardous Substance into the environment.\n\n      \"REPRESENTED TRANSFERRED EMPLOYEES\" means Transferred Employees in the\nUnited States who are represented by the Communications Workers of America.\n\n      \"REPRESENTED TRUST\" has the meaning assigned in Section 5.4(g).\n\n      \"REQUIRED CONSENT\" has the meaning assigned in Section 3.4(b).\n\n      \"RETURN\" means any return, declaration, report, statement, and any other\ndocument required to be filed in respect of any Tax.\n\n      \"SECOND TRANSFER DATE\" has the meaning assigned in Section 5.4(g).\n\n      \"SELLER\" has the meaning assigned in the preamble hereof.\n\n      \"SELLER NAME\" has the meaning assigned in Section 5.8(a).\n\n\n\n\n                                       -9-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      \"SELLER'S ADJUSTMENT RESPONSE\" has the meaning assigned in Section 2.3(b).\n\n      \"SENIOR EXECUTIVES\" means, in the case of Seller, Robert C. Holder,\nExecutive Vice President, Corporate Operations of Lucent, and in the case of\nBuyer, Edward Federman, Chief Financial Officer of Tyco Electronics Corporation,\nor their respective successors.\n\n      \"SUBLEASE\" means each sublease with respect to a Lease in substantially\nthe form set forth as EXHIBIT D.\n\n      \"SUBSIDIARY\" means each entity listed on SCHEDULE 3.2.\n\n      \"SUPPLY AGREEMENT\" means the agreement in substantially the form set forth\nas EXHIBIT E.\n\n      \"TAXES\" means, (A) all taxes of any kind, charges, fees, customs, levies,\nduties, imposts, required deposits or other assessments, including, without\nlimitation, all net income, capital gains, gross income, gross receipt,\nproperty, franchise, sales, use, excise, withholding, payroll, employment,\nsocial security, worker's compensation, unemployment, occupation, capital stock,\nad valorem, value added, transfer, gains, profits, net worth, asset,\ntransaction, and other taxes, imposed upon any Person by federal, foreign,\nstate, or local Law or taxing authority, together with any interest and any\npenalties, or additions to tax, with respect to such taxes and (B) any liability\nof a Person for the payment of any amount of any type described in clause (A) as\na result of the Person being a transferee or a member of an affiliated or\ncombined group prior to the Closing.\n\n      \"THIRD PARTY\" means any Person not an Affiliate of the other referenced\nPerson or Persons.\n\n      \"THIRD-PARTY CLAIM\" has the meaning assigned in Section 9.4(a).\n\n      \"TRANSFERRED EMPLOYEES\" has the meaning assigned in Section 5.4(a).\n\n      \"TRANSFERRED PREMISES\" means the real property that is owned and used by\nSeller or a Subsidiary primarily in the conduct of the Business identified on\nSCHEDULE 3.7(b).\n\n      \"TRANSFERRED SAVINGS PLAN PARTICIPANTS\" has the meaning assigned in\nSection 5.4(e).\n\n      \"TRANSITION SERVICES AGREEMENT\" means the agreement in substantially the\nform set forth as EXHIBIT G.\n\n      1.2   OTHER DEFINITIONAL AND INTERPRETIVE MATTERS\n\n                                      -10-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      Unless otherwise expressly provided, for purposes of this Agreement, the\nfollowing rules of interpretation shall apply:\n\n      CALCULATION OF TIME PERIOD. When calculating the period of time before\nwhich, within which or following which any act is to be done or step taken\npursuant to this Agreement, the date that is the reference date in calculating\nsuch period shall be excluded. If the last day of such period is a non-Business\nDay, the period in question shall end on the next succeeding Business Day.\n\n      GENDER AND NUMBER. Any reference in this Agreement to gender shall include\nall genders, and words imparting the singular number only shall include the\nplural and vice versa.\n\n      HEADINGS. The provision of a Table of Contents, the division of this\nAgreement into Articles, Sections and other subdivisions and the insertion of\nheadings are for convenience of reference only and shall not affect or be\nutilized in construing or interpreting this Agreement. All references in this\nAgreement to any \"SECTION\" are to the corresponding Section of this Agreement\nunless otherwise specified.\n\n      HEREIN. The words such as \"HEREIN,\" \"HEREINAFTER,\" \"HEREOF,\" and\n\"HEREUNDER\" refer to this Agreement as a whole and not merely to a subdivision\nin which such words appear unless the context otherwise requires.\n\n      INCLUDING. The word \"INCLUDING\" or any variation thereof means \"INCLUDING,\nWITHOUT LIMITATION\" and shall not be construed to limit any general statement\nthat it follows to the specific or similar items or matters immediately\nfollowing it.\n\n      SCHEDULES AND EXHIBITS. The Schedules and Exhibits attached to this\nAgreement shall be construed with and as an integral part of this Agreement to\nthe same extent as if the same had been set forth verbatim herein.\n\n2.    PURCHASE AND SALE OF THE BUSINESS\n\n      2.1   PURCHASE AND SALE OF ASSETS\n\n      Upon the terms and subject to the conditions of this Agreement and in\nreliance on the representations and warranties contained herein, on the Closing\nDate, Seller shall, or shall cause one or more of the Subsidiaries to, grant,\nbargain, sell, transfer, assign, convey and deliver to Buyer or one or more\nBuyer Designees, and Buyer or one or more Buyer Designees shall purchase,\nacquire and accept from Seller or the applicable Subsidiary, all of the right,\ntitle and interest in, to and under the Purchased Assets that Seller or the\napplicable Subsidiary possesses and has the right to transfer as the same shall\nexist on the Closing Date. For purposes of this Agreement, \"PURCHASED ASSETS\"\nshall mean all the assets, properties and \n\n\n\n\n                                       -11-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nrights used by Seller or the applicable Subsidiary, whether tangible or\nintangible, real, personal or mixed, set forth or described in Sections 2.1(a)\nthrough 2.1(l), inclusive (except in each case for the Excluded Assets), whether\nor not any of such assets, properties or rights have any value for accounting\npurposes or are carried or reflected on or specifically referred to in Seller's\nor the applicable Subsidiary's books or financial statements:\n\n(a)   the Assumed Leases;\n\n      (b)   the Transferred Premises;\n\n      (c)   the Principal Equipment and the Purchased Leased Equipment;\n\n      (d)   the Fixtures and Supplies;\n\n      (e)   the Inventory;\n\n      (f)   the Intellectual Property;\n\n      (g)   the Contracts;\n\n      (h)   the Licenses;\n\n      (i)   the Business Records;\n\n      (j)   the Governmental Permits that are identified on SCHEDULE 2.1(j) but\nonly to the extent that such Governmental Permits are assignable or transferable\nto Buyer;\n\n      (k)   the quotas of Lucent Inepar Sistemas de Energia Ltda. (the \n\"BRAZILIAN JV COMPANY\"); and\n\n      (l) the accounts receivable imbedded on Power Systems' SAP that are billed\ndirectly by the Business and not by other Lucent operations (the \"DALLAS\nRECEIVABLES\").\n\n      2.2   EXCLUDED ASSETS\n\n      Notwithstanding the provisions of Section 2.1, it is hereby expressly\nacknowledged and agreed that the Purchased Assets shall not include, and neither\nSeller nor any of the Subsidiaries is selling, transferring, assigning,\nconveying or delivering to Buyer or a Buyer Designee, and neither Buyer nor a\nBuyer Designee is purchasing, acquiring or accepting from Seller or any of the\nSubsidiaries, the following (the rights, properties and assets expressly\nexcluded by this Section 2.2 or otherwise excluded by the terms of Section 2.1\nfrom the Purchased Assets being referred to herein as the \"EXCLUDED ASSETS\"):\n\n\n                                      -12-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      (a)   any of Seller's or its Affiliate's receivables (except the Dallas\nReceivables), cash, bank deposits or similar cash items or employee receivables;\n\n      (b)   any Proprietary Information of Seller or any Affiliate other than\nthe Intellectual Property;\n\n      (c)   any (i) books and records that Seller or any Affiliate is required\nby Law to retain or that Seller determines are necessary or advisable to retain;\nPROVIDED, HOWEVER, that Buyer shall have the right to make copies of any\nportions of such retained books and records that relate to the Business or any\nof the Purchased Assets; and (ii) any information management system of Seller or\nany Affiliate other than those used primarily in the conduct of the Business and\ncontained within computer hardware included as a Purchased Asset pursuant to\nSection 2.1(c);\n\n      (d)   any claim, right or interest of Seller or any Affiliate in or to any\nrefund, rebate, abatement or other recovery for Taxes, together with any\ninterest due thereon or penalty rebate arising therefrom, the basis of which\narises or accrues in any period prior to the Closing Date;\n\n      (e)   subject to Section 5.8, all \"Lucent Technologies\" marked sales and\nmarketing or packaging materials, samples, prototypes, other similar Lucent\nTechnologies-identified sales and marketing or packaging materials and any\nmarketing studies;\n\n      (f)   the Excluded Contracts and the Nonassignable Licenses;\n\n      (g)   any insurance policies or rights of proceeds thereof;\n\n      (h)   the Excluded Leased Equipment;\n\n      (i)   any of Seller's or any Affiliate's rights, claims or causes of\naction against Third Parties relating to the assets, properties, business or\noperations of Seller or any Affiliate arising out of transactions occurring\nprior to, and including, the Closing Date; and\n\n      (j)   all other assets, properties, interests and rights of Seller or any\nAffiliate not related primarily to the Business.\n\n\n                                       -13-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      2.3   PURCHASE PRICE\n\n      (a)   In consideration of the sale, transfer, assignment, conveyance and\ndelivery by Seller and the Subsidiaries of the Purchased Assets to Buyer or a\nBuyer Designee, and in addition to assuming the Assumed Liabilities, Buyer or a\nBuyer Designee shall pay to Seller at the Closing, an aggregate amount equal to\n$2,500,000,000.00 (the \"PURCHASE PRICE\") in cash by wire transfer of immediately\navailable funds to an account designated by Seller's written instructions to\nBuyer at least two (2) Business Days prior to Closing.\n\n      (b)   (i) Attached hereto as SCHEDULE 2.3(b) is a valuation of the\nInventory as of September 30, 2000 (the \"9\/30\/2000 INVENTORY STATEMENT\").\n\n            (ii) Within one hundred and twenty (120) days after the Closing \nDate, Buyer shall submit to Seller a valuation of the Inventory as of the\nClosing Date (the \"CLOSING DATE INVENTORY STATEMENT\") wherein Buyer shall set\nforth in reasonable detail Buyer's valuation of the Inventory and its proposed\nPurchase Price Adjustment (upward or downward). The Closing Date Inventory\nStatement shall be prepared in accordance with GAAP (unless otherwise indicated\nor agreed to in writing by Buyer and Seller) and shall use the same methodology\nused to prepare the 9\/30\/2000 Inventory Statement.\n\n            (iii) Seller shall review the Closing Date Inventory Statement\npromptly upon receipt thereof. If Seller believes that the Closing Date\nInventory Statement is incorrect in any respect, Seller shall deliver to Buyer a\nstatement without thirty (30) days after Seller's receipt of the Closing Date\nInventory Statement, identifying the specific aspects of the Closing Date\nInventory Statement with which Seller disagrees and the reasons therefor with\nsupporting detail, and setting forth Seller's valuation of the Inventory and a\nproposed Purchase Price Adjustment (the \"SELLER'S ADJUSTMENT RESPONSE\"). The\nSeller's Adjustment Response shall be prepared in accordance with GAAP (unless\notherwise indicated or agreed to in writing by Buyer and Seller) and shall use\nthe same methodology used to prepare the 9\/30\/2000 Inventory Statement.\n\n            (iv) Within the thirty (30) day period after Buyer's receipt of\nSeller's Adjustment Response, the parties shall use reasonable commercial\nefforts to resolve mutually their differences with regard to, and agree upon,\nthe valuation of the Inventory and the Purchase Price Adjustment.\n\n            (v) If the parties are able to reach an Agreement with regard to the\nvaluation of the Inventory and the Purchase Price Adjustment, payment will be\nmade by either Seller or Buyer, as applicable, to the other within ten (10)\nBusiness Days after such agreement as follows: the Purchase Price shall be\nadjusted (x) upward if the value of the Inventory on the Closing Date Inventory\nStatement is greater than the value of the Inventory on the 9\/30\/2000 \n\n\n\n                                      -14-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nInventory Statement, or (y) downward if the value of the Inventory on the\nClosing Date Inventory Statement is less than the value of the Inventory on the\n9\/30\/2000 Inventory Statement, in each case by the absolute difference between\nthe value of the Inventory on the respective inventory statements (the \"PURCHASE\nPRICE ADJUSTMENT\"). If the Purchase Price is adjusted upward, then Buyer or a\nBuyer Designee shall pay the Purchase Price Adjustment to Seller, and if\nPurchase Price is adjusted downward, then Seller shall pay the Purchase Price\nAdjustment to Buyer or a Buyer Designee.\n\n            (vi) If the Parties are unable to resolve mutually their dispute\nwith regard to the valuation of the Inventory and the Purchase Price Adjustment\nwithin the thirty (30) day calendar period provided for doing so, then the issue\nshall be submitted to a mutually agreed auditing firm other than\nPricewaterhouseCoopers LLC (the \"AUDITOR\") to resolve any dispute. The Auditor,\nacting as an expert and not as an arbitrator, shall determine the Purchase Price\nAdjustment. The determination of the Auditor shall be final, binding and\nconclusive on the parties. Buyer and Seller shall provide all documents and\ninformation requested by Auditor promptly and shall use their reasonable efforts\nto cause the Auditor to make its determination within thirty (30) days after the\ndispute is submitted to it. The fees and expenses of the Auditor shall be borne\nby Seller and Buyer equally.\n\n      (c)   Within thirty (30) days after the Closing Date, Buyer shall pay to\nSeller as an addition to the Purchase Price an amount equal to the Dallas\nReceivables minus (a) the Warranty Liability of $14,700,000 as of September 30,\n2000 and (b) net of allowance for doubtful accounts allocable to the Dallas\nReceivables. Any disagreements related to this provision shall be handled as set\nforth in Section 2.3(b).\n\n      (d)   Prior to the Closing Date, Buyer and Seller shall agree to allocate\nthe Purchase Price as between Seller (or any selling Subsidiary listed on\nSchedule 3.2, as appropriate) and Buyer (or any appropriate Buyer Designee).\nSuch allocation shall be attached to this Agreement prior to Closing as SCHEDULE\n2.3(d) and shall be modified after the Closing to reflect any adjustments to the\nPurchase Price pursuant to Sections 2.3(b) and (c). Buyer and Seller shall act\nin accordance with such allocation (as adjusted) in the preparation, filing and\naudit of any Return.\n\n      2.4   ASSUMED LIABILITIES\n\n      On the Closing Date, Buyer or one or more Buyer Designees shall execute\nand deliver to Seller the one or more Assumption Agreements and one or more\nLease Assignments or Subleases pursuant to which Buyer or any such Buyer\nDesignee shall accept, assume and agree to pay, perform or otherwise discharge,\nin accordance with the respective terms and subject to the respective conditions\nthereof, the liabilities and obligations of Seller or a Subsidiary pursuant to\nand under the Assumed Liabilities. \"ASSUMED LIABILITIES\" shall mean only those\nliabilities and obligations set forth in this Section 2.4, whether or not any\nsuch obligation has a value for accounting purposes or is carried or reflected\non or specifically referred to in either Seller's or the applicable Subsidiary's\nbooks or financial statements:\n\n\n                                       -15-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      (a)   the vacation, personal days and floating holidays of Transferred\nEmployees;\n\n      (b)   the liabilities and obligations arising on or after the Closing Date\nunder the Assumed Leases and the transferred Contracts, Licenses and Government\nPermits;\n\n      (c)   with respect to the Business, any product warranty liabilities\narising from sales of products in the ordinary course of business;\n\n      (d)   the Permitted Encumbrances and all other Encumbrances and other\nobligations related to the Purchased Assets that are specifically identified in\nthis Agreement or the Schedules hereto; and\n\n      (e)   the obligations and liabilities with respect to the Transferred\nEmployees, the Business or the Purchased Assets, known or unknown, absolute or\ncontingent, the basis of which arises or accrues on or after the Closing Date.\n\n      2.5   EXCLUDED LIABILITIES\n\n      Neither Buyer nor any Buyer Designee shall assume or be obligated to pay,\nperform or otherwise assume or discharge any liabilities or obligations of\nSeller or any of its Affiliates, whether direct or indirect, known or unknown,\nabsolute or contingent, except for the Assumed Liabilities (all of such\nliabilities and obligations not so assumed being referred to herein as the\n\"EXCLUDED LIABILITIES\"). For the avoidance of doubt, the parties agree that the\nExcluded Liabilities include, but are not limited to, (i) any violation,\nliability, penalty or obligation of Seller or any of its Affiliates (or any\npredecessor company that historically operated the Business or conducted other\noperations at the Premises) relating to, or arising in connection with, any\nEnvironmental Law, known or unknown, absolute or contingent, the basis of which\narises or accrues on or before the Closing Date (other than any violation,\nliability, penalty or obligation caused by a Third Party), (ii) any wages,\nsalary, bonuses, commissions or retention bonuses relating to Transferred\nEmployees which accrue on or prior to the Closing Date irrespective of when any\nsuch wages, salary, bonuses, commissions or retention bonuses are paid, and\n(iii) any liabilities in connection with, or relating to, any actions, suits,\nclaims or proceedings against Seller or any Affiliate which arise or accrue on\nor before the Closing Date.\n\n      2.6   FURTHER ASSURANCES; FURTHER CONVEYANCES AND ASSUMPTIONS;\nCONSENT OF THIRD PARTIES\n\n      (a)   From time to time following the Closing, Seller hereby agrees to\nmake available, or to cause its Affiliates to make available, to Buyer or Buyer\nDesignees non-confidential data in personnel records of Transferred Employees as\nis reasonably necessary for Buyer or Buyer Designees to transition such\nemployees into Buyer's or Buyer Designees' records.\n\n\n                                       -16\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      (b)   From time to time following the Closing, Seller and Buyer shall, and\nshall cause their respective Affiliates to, execute, acknowledge and deliver all\nsuch further conveyances, notices, assumptions, releases and acquittances and\nsuch other instruments, and shall take such further actions, as may be necessary\nor appropriate to assure fully to Buyer and its Affiliates and their respective\nsuccessors or assigns, all of the properties, rights, titles, interests,\nestates, remedies, powers and privileges intended to be conveyed to Buyer and\/or\nits Affiliates under this Agreement and the Collateral Agreements and to assure\nfully to Seller and its Affiliates and their successors and assigns, the\nassumption of the liabilities and obligations intended to be assumed by Buyer\nand\/or its Affiliates under this Agreement and the Collateral Agreements, and to\notherwise make effective the transactions contemplated hereby and thereby.\n\n      (c)   Nothing in this Agreement nor the consummation of the transactions\ncontemplated hereby shall be construed as an attempt or agreement to assign any\nPurchased Asset, including any Contract, Lease, License, Governmental Permit,\ncertificate, approval, authorization or other right, which by its terms or by\nLaw is nonassignable without the consent of a Third Party or a Governmental Body\nor is cancelable by a Third Party in the event of an assignment (\"NONASSIGNABLE\nASSETS\") unless and until such consents shall be given. Seller agrees, or to\ncause its Affiliates to use reasonable commercial efforts, with the cooperation\nof Buyer and Buyer Designees, where appropriate, to obtain such consents\npromptly; PROVIDED, HOWEVER, that such cooperation shall not require Seller or\nany of its Affiliates to remain secondarily liable or to make any payment to\nobtain any such consent with respect to any Nonassignable Asset. Seller agrees\nto use reasonable best efforts in conjunction with Buyer to obtain approval from\nthe applicable license vendor to the assignment of the seats allocated to the\nBusiness related to the Nonassignable Licenses. Seller agrees not to re-deploy\nany such seats allocated to the Business outside of the Business after the date\nhereof, and upon the assignment of such seats, if any, Seller shall amend its\nlicenses (if necessary) reducing the amount of Seller's seats by the number of\nseats allocated to the Business. As soon as practicable after the date hereof,\nSeller and Buyer agree to jointly negotiate with the appropriate license vendors\nof shared mainframe-based software to obtain the approval for the temporary use\nof such software in order for Seller and Buyer to perform their respective\nobligations under the Transition Services Agreement.\n\n      (d) Buyer and Seller agree to use their respective reasonable\ncommercial efforts to obtain, or to cause to be obtained, any consent,\nsubstitution, approval, or amendment required to novate all obligations under\nany and all Contracts or other obligations or liabilities that constitute\nAssumed Liabilities or to obtain in writing the unconditional release of Seller\nand its Affiliates so that, in any such case, Buyer and its Affiliates shall be\nsolely responsible for such liabilities and obligations. To the extent permitted\nby applicable Law, in the event consents to the assignment thereof cannot be\nobtained, such Nonassignable Assets shall be held, as and from the Closing Date,\nby Seller or its Affiliates in trust for Buyer and the covenants and obligations\nthereunder shall be performed by Buyer in Seller's or one of its \n\n\n\n                                      -17-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nAffiliate's name and all benefits and obligations existing thereunder shall be\nfor Buyer's account. Seller shall take or cause to be taken at Buyer's expense\nsuch action in its name or otherwise as Buyer may reasonably request so as to\nprovide Buyer with the benefits of the Nonassignable Assets and to effect\ncollection of money or other consideration to become due and payable under the\nNonassignable Assets, and Seller or its Affiliates shall promptly pay over to\nBuyer all money or other consideration received by it in respect to all\nNonassignable Assets.\n\n      (e) As of and from the Closing Date, Seller on behalf of itself and its\nAffiliates authorizes Buyer, to the extent permitted by applicable Law and the\nterms of the Nonassignable Assets, at Buyer's expense, to perform all the\nobligations and receive all the benefits of Seller or its Affiliates under the\nNonassignable Assets and appoints Buyer its attorney-in-fact to act in its name\non its behalf or in the name of the applicable Affiliate of Seller and on such\nAffiliate's behalf with respect thereto.\n\n      2.7   NO LICENSES\n\n      Unless expressly set forth in the Intellectual Property Agreement, no\ntitle, right or license of any kind is granted to Buyer pursuant to this\nAgreement with respect to Seller's or any of its Affiliate's Proprietary\nInformation, either directly or indirectly, by implication, by estoppel or\notherwise.\n\n      2.8   BULK SALES LAW\n\n      Buyer hereby waives compliance by Seller and any of the Subsidiaries with\nthe requirements and provisions of any \"bulk-transfer\" Laws of any jurisdiction,\nincluding Article 6 of the New York Commercial Code, that may otherwise be\napplicable with respect to the sale of any or all of the Purchased Assets to\nBuyer.\n\n      2.9   TAXES\n\n      (a)   Buyer shall pay all applicable Taxes (other than real estate\ntransfer taxes which shall be paid as set forth in the last sentence of this\nSection 2.9(a)) and all recording and filing fees that may be imposed, assessed\nor payable by reason of the operation or as a result of this Agreement including\nthe sales, transfers, leases, rentals, licenses, and assignments contemplated\nhereby, except for Seller's or any Subsidiary's net income and capital gains\ntaxes or franchise or other taxes based on Seller's or any Subsidiary's net\nincome. Buyer and Seller agree to each pay one-half (1\/2) of any applicable \nreal estate transfer taxes that arise as a result of this Agreement.\n\n      (b)   Buyer shall be responsible for all Taxes attributable to, levied\nupon or incurred in connection with the Purchased Assets pertaining to the\nperiod (or that portion of the period) immediately beginning after the Closing\nDate. Seller shall be responsible for all \n\n\n\n                                      -18-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nTaxes attributable to, levied upon or incurred in connection with the Purchased\nAssets pertaining to the period (or that portion of the period) prior to or on\nthe Closing Date.\n\n      2.10  BUYER DESIGNEE\n\n      The parties agree that Buyer may assign the right to purchase certain of\nthe Purchased Assets to one or more Buyer Designees or that one or more Buyer\nDesignees may enter into a Collateral Agreement. Notwithstanding any such\nassignment or execution of a Collateral Agreement by a Buyer Designee, Buyer\nshall remain liable for, and any such assignment or execution shall not relieve\nBuyer of, its obligations hereunder or thereunder. Any reference to Buyer in\nthis Agreement shall to the extent applicable also be deemed a reference to the\napplicable Buyer Designee, except where in context of this Agreement such use\nwould not be appropriate.\n\n3.    REPRESENTATIONS AND WARRANTIES OF SELLER\n\n      Seller represents and warrants to Buyer that:\n\n      3.1   ORGANIZATION AND QUALIFICATION\n\n      Seller is a corporation duly organized, validly existing and in good\nstanding under the Laws of the State of Delaware and has all requisite corporate\npower and authority to carry on the Business as currently conducted and to own\nor lease and operate the Purchased Assets. Seller is duly qualified to do\nbusiness and is in good standing as a foreign corporation (in any jurisdiction\nthat recognizes such concept) in each jurisdiction where the ownership or\noperation of the Purchased Assets or the conduct of the Business requires such\nqualification, except for failures to be so qualified or in good standing, as\nthe case may be, that could not reasonably be expected to have a Material\nAdverse Effect.\n\n      3.2   SUBSIDIARIES\n\n      SCHEDULE 3.2 sets forth a list of each Subsidiary of Seller that has title\nto any asset reasonably expected to be a Purchased Asset or an obligation\nreasonably expected to be an Assumed Liability, together with its jurisdiction\nof organization and its authorized and outstanding capital stock or other equity\ninterests as of the date hereof. Except as set forth on SCHEDULE 3.2, each\nentity is duly organized and validly existing under the Laws of its jurisdiction\nof organization and has all requisite corporate or similar power and authority\nto own, lease and operate the Purchased Assets owned by it and to carry on its\nportion of the Business as presently conducted and is duly qualified to do\nbusiness and is in good standing as a foreign corporation or other entity (in\nany jurisdiction that recognizes such concept) in each jurisdiction where the\nownership or operation of its properties and assets or the conduct of its\nbusiness requires such qualification, except for failures to be so duly\norganized, validly existing, qualified or in good standing that could not\nreasonably be expected to have a \n\n\n\n                                       -19-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nMaterial Adverse Effect. The Subsidiaries listed on SCHEDULE 3.2 are the only\nAffiliates of Seller that have title to any Purchased Asset or any obligation\nthat is an Assumed Liability, in each case related to the Business as currently\nconducted.\n\n      3.3   AUTHORIZATION; BINDING EFFECT\n\n      (a)   (i) Seller has all requisite corporate power and authority to\nexecute and deliver this Agreement and the Collateral Agreements to which it\nwill be a party and to effect the transactions contemplated hereby and thereby\nand has duly authorized the execution, delivery and performance of this\nAgreement and the Collateral Agreements to which it will be a party by all\nrequisite corporate action.\n\n         (ii) Each Subsidiary that has title to any asset reasonably expected to\nbe a Purchased Asset or an obligation reasonably expected to be an Assumed\nLiability has all requisite corporate power and authority to execute and deliver\nthe Collateral Agreements to which it will be a party and to effect the\ntransactions contemplated thereby and has duly authorized the execution,\ndelivery and performance of the Collateral Agreements to which it will be a\nparty by all requisite corporate action.\n\n      (b)   This Agreement has been duly executed and delivered by Seller and\nthis Agreement is, and the Collateral Agreements to which Seller and each\nSubsidiary that has title to any asset reasonably expected to be a Purchased\nAsset or an obligation reasonably expected to be an Assumed Liability will be a\nparty when duly executed and delivered by Seller or such Subsidiary will be,\nvalid and legally binding obligations of Seller or such Subsidiary, enforceable\nagainst Seller or such Subsidiary, as applicable, in accordance with their\nrespective terms, except to the extent that enforcement of the rights and\nremedies created hereby and thereby may be affected by bankruptcy,\nreorganization, moratorium, insolvency and similar Laws of general application\naffecting the rights and remedies of creditors and by general equity principles.\n\n      3.4   NON-CONTRAVENTION; CONSENTS\n\n      (a)   Assuming that all Required Consents have been made, the execution,\ndelivery and performance of this Agreement by Seller and the Collateral\nAgreements by Seller or any Subsidiary that is a party thereto and the\nconsummation of the transactions contemplated hereby and thereby do not and will\nnot: (i) result in a breach or violation of any provision of Seller's or the\napplicable Subsidiary's charter, by-laws or similar organizational document,\n(ii) violate or result in a breach of or constitute an occurrence of default\nunder any provision of, result in the acceleration or cancellation of any\nobligation under, or give rise to a right by any party to terminate or amend its\nobligations under, any mortgage, deed of trust, conveyance to secure debt, note,\nloan, indenture, lien, lease, agreement, instrument, order, judgment, decree or\nother arrangement or commitment to which Seller or the applicable Subsidiary is\na party or by which it is bound and which relates to the Business or the\n\n\n\n                                       -20-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nPurchased Assets, which violation, breach or default could be reasonably\nexpected to have a Material Adverse Effect, or (iii) violate any order,\njudgment, decree, rule or regulation of any court or any Governmental Body\nhaving jurisdiction over Seller, a Subsidiary or the Purchased Assets, and which\nviolation could be reasonably expected to have a Material Adverse Effect.\n\n      (b)   No consent, approval, order or authorization of, or registration,\ndeclaration or filing with, any Person is required to be obtained by Seller or a\nSubsidiary in connection with the execution and delivery of this Agreement and\nthe Collateral Agreements to which Seller or such Subsidiary will be a party or\nfor the consummation of the transactions contemplated hereby or thereby by\nSeller or such Subsidiary, except for (i) any filings required to be made under\nthe HSR Act and any applicable filings required under foreign antitrust Laws,\n(ii) consents or approvals of Third Parties that are required to transfer or\nassign to Buyer any Purchased Assets or assign the benefits of or delegate\nperformance with regard thereto, (iii) those set forth in SCHEDULE 3.4(b) (items\n(i), (ii) and (iii) being referred to herein as the \"REQUIRED CONSENTS\"), and\n(iv) such consents, approvals, orders, authorizations, registrations,\ndeclarations or filings where failure of compliance could not reasonably be\nexpected to have a Material Adverse Effect.\n\n      3.5   TITLE TO PROPERTY; PRINCIPAL EQUIPMENT; SUFFICIENCY OF\n            ASSETS\n\n      (a)   Seller or a Subsidiary has and at the Closing will have good and\nvalid title to, or a valid and binding leasehold interest or license in, all\nreal and personal tangible Purchased Assets free and clear of any Encumbrance\nexcept for Permitted Encumbrances.\n\n      (b)   Each material item of Principal Equipment is in good operating\ncondition, in light of its respective age, for the purposes for which it is\ncurrently being used, but is otherwise being transferred on a \"where is\" and, as\nto condition, \"as is\" basis.\n\n      (c)   Except for (i) the assets that will be used in connection with\nproviding services under the Transition Services Agreement, and (ii) the\nExcluded Assets, the Purchased Assets and the Business Employees and the rights\nto be acquired under this Agreement and the Collateral Agreements (including the\nservices to be provided pursuant to the Transition Services Agreement) include\nall assets, personnel and rights that are used in or necessary to conduct the\nBusiness as currently conducted. In the event this Section 3.5(c) is breached\nbecause Seller or a Subsidiary has in good faith failed to identify and transfer\nany assets or properties or provide any services used in the Business, such\nbreach shall be deemed cured if Seller or the applicable Subsidiary promptly\ntransfers such properties or assets or provide such services to Buyer or a Buyer\nDesignee at no additional cost to Buyer or a Buyer Designee.\n\n      3.6   PERMITS, LICENSES\n\n\n                                      -21-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      Except as set forth on SCHEDULE 2.1(j), there are no material Governmental\nPermits necessary for or used by Seller or a Subsidiary to operate the Business\nas now being operated or to use or occupy the Premises, which Governmental\nPermits are required by currently effective Laws. Seller or one of its\nSubsidiaries owns, holds or possesses in their own name, all Governmental\nPermits necessary to own or lease, operate and use the Purchased Assets or use\nor occupy the Premises and to carry on and conduct the Business and its\noperations as presently conducted, except for such Governmental Permits, the\nabsence of which could not reasonably be expected to have a Material Adverse\nEffect. Neither Seller nor any Subsidiary is in violation of or default under\nany such Governmental Permits, which could, individually or in the aggregate,\nreasonably be expected to have a Material Adverse Effect or which could\nreasonably be expected to interfere materially with the consummation of the\ntransactions contemplated herein.\n\n      3.7   REAL ESTATE\n\n      (a) SCHEDULE 3.7(a) contains a complete and accurate list of the Leased\nPremises and the Assumed Leases. Buyer has been provided with a complete and\ncorrect copy of each Assumed Lease. Except as set forth in SCHEDULE 3.7(a), each\nAssumed Lease is in full force and effect and, to Seller's knowledge, neither\nSeller nor any Subsidiary has violated, and the landlord has not waived, any of\nthe material terms or conditions of any Assumed Lease and, to Seller's\nknowledge, all the material covenants to be performed by the Seller or a\nSubsidiary and the landlord under each Assumed Lease prior to the date hereof or\nthe Closing Date, as applicable, have been performed in all material respects.\n\n      (b)   SCHEDULE 3.7(b) contains a complete and accurate list of the\nTransferred Premises. Seller or a Subsidiary has good and valid title to the\nTransferred Premises. Except as set forth on SCHEDULE 3.7(b), none of such\nTransferred Premises are subject to any Encumbrance except for Permitted\nEncumbrances.\n\n      (c)   The use of any Leased Premises or Transferred Premises, as presently\nused by the Business, does not violate any local zoning or similar land use laws\nor governmental regulations which violation could reasonably be expected to have\na Material Adverse Effect. Neither Seller nor any Subsidiary is in violation of\nor in noncompliance with any covenant, condition, restriction, order or easement\naffecting any Leased Premises or Transferred Premises where such violation or\nnoncompliance could reasonably be expected to have a Material Adverse Effect.\nThere is no condemnation or, to the best knowledge of Seller, threatened\ncondemnation affecting any Leased Premises or Transferred Premises.\n\n      3.8   COMPLIANCE WITH LAWS; LITIGATION\n\n      (a)   Except as set forth on SCHEDULE 3.8(a), with respect to the Business\nconducted by it and the Subsidiaries, Seller and each Subsidiary engaged in the\nconduct of the Business (including the use and occupation of the Premises) is in\ncompliance in all material respects \n\n\n\n                                       -22-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nwith all applicable Laws and all decrees, orders, judgments, permits and\nlicenses of or from Governmental Bodies except for failures to comply that could\nnot reasonably be expected to have a Material Adverse Effect.\n\n      (b)   Except as set forth on SCHEDULE 3.8(b), there are no actions, suits,\nproceedings, arbitrations or governmental investigations pending or, to Seller's\nknowledge, threatened against it or the Subsidiaries with respect to the\nBusiness that could be reasonably expected to have a Material Adverse Effect.\n\n      3.9   BUSINESS EMPLOYEES\n\n      (a)   SCHEDULE 3.9(a) contains a complete and accurate list of all the\nBusiness Employees as of October 31, 2000, showing for each Business Employee,\nthe name, position held, service date, salary or wages and aggregate annual\ncompensation for Seller's or the applicable Subsidiary's last fiscal year, and\nwhich employees are represented by the Communications Workers of America and the\nConfederacion de Trabajadores de Mexico. Except as set forth on SCHEDULE 5.4(m),\nnone of the Business Employees is covered by any union, collective bargaining or\nother similar labor agreements. Seller will update Schedule 3.9(a) to be\naccurate as of the Closing Date at least five Business Days prior to the\nClosing.\n\n      (b)   Except as set forth in SCHEDULE 3.9(b), with respect to all Business\nEmployees, neither Seller nor any Subsidiary currently maintains, contributes to\nor has any liability under any Benefit Plan. With respect to each of the Benefit\nPlans identified on SCHEDULE 3.9(b), Seller has made available to the Buyer true\nand complete copies of the most recent summary plan or other written\ndescription. Each Benefit Plan listed on SCHEDULE 3.9(b) has been operated in\nmaterial compliance with applicable law, including ERISA. Each Benefit Plan\nwhich is an \"employee pension benefit plan\" within the meaning of Section 3(2)\nof ERISA (\"PENSION PLAN\") and which is intended to be qualified under Section\n401(a) of the Code, has received a favorable determination letter from the\nInternal Revenue Service with respect to \"TRA\" (as defined in Section 1 of Rev.\nProc. 93-39), and Seller is not aware of any circumstances likely to result in\nrevocation of any such favorable determination letter. Except as disclosed on\nSCHEDULE 3.9(b), neither Seller nor any Subsidiary has any obligations for\nretiree health and life benefits under any Benefit Plan or has ever represented,\npromised or contracted (whether in oral or written form) to any employee(s) that\nsuch employee(s) would be provided with retiree health or life benefits. Any\namount that could be received (whether in cash, property, or vesting of\nproperty) as a result of the transaction contemplated by this Agreement by any\nofficer, director, employee or independent contractor of the Seller or any\nSubsidiary, who is a \"disqualified individual\" (as defined in proposed Treasury\nRegulation Section 1.280G-1), under any Contract that will be assumed by the\nBuyer, would not be characterized as an \"excess parachute payment\" (as defined\nin Section 280G of the Code).\n\n      (d)   As relates to the Business, there is not presently pending or\nexisting, and to Seller's knowledge there is not threatened, (i) any strike,\nslowdown, picketing, or work \n\n\n\n                                      -23-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nstoppage, (ii) any application for certification of a collective bargaining\nagent, or (iii) except as set forth in SCHEDULE 3.8(b), any controversies\npending, or to Seller's knowledge, threatened between Seller or any Subsidiary\nand any of their respective employees that could reasonably be expected to have\na Material Adverse Effect.\n\n      3.10  CONTRACTS\n\n      SCHEDULE 3.10 contains a complete and accurate list of all outstanding\nContracts that would require over the full term thereof payments by or to Seller\nor a Subsidiary of more than $250,000 (the \"MATERIAL CONTRACTS\"). The Material\nContracts include all existing contracts and commitments of Seller or a\nSubsidiary that are (i) primarily related to the Business, or (ii) by which the\nPurchased Assets may be bound or affected, in each case whether written or oral.\nEach of such Material Contracts is valid, binding and enforceable against Seller\nor the applicable Subsidiary and, to Seller's knowledge, the other parties\nthereto in accordance with its terms and is in full force and effect. Except as\nset forth on SCHEDULE 3.10, neither Seller nor any Subsidiary is in default or\nbreach of or is otherwise delinquent in performance under any such Material\nContracts which default or breach could reasonably be expected to have a\nMaterial Adverse Effect, and, to Seller's knowledge, each of the other parties\nthereto has performed in all material respects all obligations required to be\nperformed by it under, and is not in default in any material respect under, any\nof such Contracts and no event has occurred that, with notice or lapse of time,\nor both, would constitute such a default.\n\n      3.11  ENVIRONMENTAL MATTERS\n\n      Except as set forth in SCHEDULE 3.11 and in respect of the Business and\nthe Premises:\n\n      (a)   the operations of the Business and the Premises comply in all\nmaterial respects with all applicable Environmental Laws;\n\n      (b)   Seller and each Subsidiary has obtained all environmental, health\nand safety Governmental Permits necessary for its operations, and all such\nGovernmental Permit are in good standing and Seller and each Subsidiary is in\ncompliance with all terms and conditions of such permits except where the\nfailure to obtain, maintain in good standing or be in compliance with, such\npermits could not reasonably be expected to have a Material Adverse Effect;\n\n      (c)   none of Seller, any Subsidiary or any of the Premises or the\noperations of the Business, is subject to any on-going investigation by, order\nfrom or agreement with any Person respecting (i) any Environmental Law, or (ii)\nany remedial action arising from the Release or threatened Release of a\nHazardous Substance into the environment;\n\n\n                                      -24-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      (d)   neither Seller nor any Subsidiary is subject to any judicial or\nadministrative proceeding, order, judgment, decree or settlement alleging or\naddressing a violation of or liability under any Environmental Law;\n\n      (e)   Seller or each applicable Subsidiary has filed all notices required\nto be filed under any Environmental Law indicating past or present treatment,\nstorage or disposal of a Hazardous Substance or reporting a spill or release of\na Hazardous Substance into the environment except where the failure to file any\nsuch notices could not reasonably be expected to have a Material Adverse Effect;\n\n      (f)   there is not now, nor to Seller's  knowledge, has there ever\nbeen, on or in any Premise any aboveground or underground storage tanks;\n\n      (g)   neither Seller nor any Subsidiary has received any written notice,\nor to Seller's knowledge, other claim to the effect that it is or may be liable\nto any Person as a result of the Release or threatened Release of a Hazardous\nSubstance;\n\n     (h) to Seller's knowledge, there have been no Releases, or threatened \nReleases of any Hazardous Substances into, on or under any of the Premises, \nin any case in such a way as to create any liability (including the costs of \ninvestigation and remediation) under any applicable Environmental Law; and\n\n      (i)   Seller has delivered to Buyer true and complete copies of all\nasbestos and other environmental reports disclosing the presence of asbestos or\nother Hazardous Materials on any of the Premises.\n\n      3.12  FINANCIAL STATEMENT; ABSENCE OF CHANGES\n\n      (a)    SCHEDULE 3.12 contains true and complete copies of the following\nfinancial statements of the Business (the \"FINANCIAL STATEMENTS\"):\n\n            (i)   audited balance sheets as of September 30, 1999 and June\n30, 2000 with a report by PricewaterhouseCoopers LLP;\n\n            (ii) audited statements of operations and cash flows for the years\nended September 30, 1998 and 1999 and for the nine months ended June 30, 2000\nwith a report by PricewaterhouseCoopers LLP; and\n\n            (iii) unaudited balance sheet as of June 30, 1999 and unaudited\nstatements of operations and cash flows for nine months ended June 30, 1999.\n\n      (b)   The Financial Statements were prepared in accordance with GAAP\n(except, in the case of the unaudited financial statements, for normal and\nrecurring year-end adjustments and the omission of footnotes). The Financial\nStatements were prepared on the basis of the books and records of the Business\n(in each case, as of the date of such Financial Statements) \n\n\n\n                                      -25-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nand present fairly, in all material respects, the financial position of the\nBusiness as of the dates thereof and the results of its operations and cash\nflows for each of the periods then ended in conformity with GAAP.\n\n      (c)   The 9\/30\/2000 Inventory Statement was prepared in accordance with\nGAAP and on a basis consistent with prior practices of Seller and fairly\npresents the Inventory as of September 30, 2000.\n\n      (d)   Since June 30, 2000, Seller and the Subsidiaries have conducted and\noperated the Business in the ordinary course and the Business has not suffered\nany change that could reasonably be expected to have a Material Adverse Effect.\n\n      3.13  INTELLECTUAL PROPERTY\n\n      (a)   Seller or one of the Subsidiaries owns or has a valid right to grant\nthe licenses in all of the copyrights, know how, patents, service marks,\ntrademarks, trade secrets and other proprietary intellectual property rights\nthat it is assigning or licensing to Buyer pursuant to the Intellectual Property\nAgreement (collectively, the \"INTELLECTUAL PROPERTY\").\n\n      (b)   Except as set forth in SCHEDULE 3.13(b), to the knowledge of the\nsenior management of the Business and the members of Seller's intellectual\nproperty legal department, none of the products of the Business manufactured and\ncurrently sold by Seller infringe any intellectual property rights owned by any\nother Third Party. Except as set forth in SCHEDULE 3.13 (b), to Seller's\nknowledge, there are no claims or demands of any Third Party pertaining to the\nIntellectual Property being assigned or licensed to Buyer pursuant to the\nIntellectual Property Agreement, excluding immaterial assertions of rights which\nhave not been presented in the form of a specific claim or demand, with respect\nto the operation of the Business by Seller or the Subsidiaries as of the date\nhereof with respect to the Purchased Assets. Except as set forth in SCHEDULE\n3.13(b), to the knowledge of the senior management of the Business and the\nmembers of Seller's intellectual property legal department, no proceedings have\nbeen instituted, are pending, or are threatened which challenge the rights of\nSeller or any Subsidiary in respect any of the Intellectual Property, excluding\nimmaterial assertions of rights which have not been presented in the form of a\nspecific claim or demand.\n\n      (c)   At the Closing, Seller or one of the Subsidiaries will provide,\neither by assignment or license to Buyer in accordance with the Intellectual\nProperty Agreement, all of the Intellectual Property which is necessary for\nBuyer to conduct the Business as it is presently conducted and to make, have\nmade, use, lease, import, offer to sell or sell the products, as such products\nexisted as of the Closing Date, of the Business. Buyer's sole remedy for breach\nof this Section 3.13(c) shall be the assignment or licensing by Seller or one of\nthe Subsidiaries to Buyer, in accordance with the transfers and licenses\nprovided in the Intellectual Property Agreement, of those components of such\nIntellectual Property which are required by Buyer to conduct the Business after\nthe Closing and to make, have made, use, \n\n\n\n                                       -26-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nlease, import, offer to sell or sell any products of the Business as to which\nownership or license rights were not adequately conveyed. Notwithstanding the\nforegoing, under no circumstances shall Seller be required to grant to Buyer a\nlicense, right, or other permission to use the trademarks \"Lucent,\" \"Lucent\nTechnologies,\" \"Bell Labs\" or the Lucent Innovation Ring logo, other than as set\nforth in Section 5.8.\n\n      3.14  BROKERS\n\n      Other than Salomon Smith Barney Inc., the fees and expenses of which will\nbe paid by Seller, no broker, investment banker, financial advisor or other\nPerson is entitled to any broker's, finder's, financial advisor's or other\nsimilar fee or commission in connection with the transactions contemplated by\nthis Agreement based upon arrangements made by or on behalf of Seller or any\nAffiliate.\n\n      3.15  TAXES\n\n      Seller has paid or will pay when due or finally settled all Taxes relating\nto the Business or to the Purchased Assets which are or become due and payable\nfor all periods up to and including the Closing Date. Seller has properly filed\non a timely basis, or so will file, when due, all Returns relating to the\nBusiness or the Purchased Assets for all periods up to and including the Closing\nDate. There are no Encumbrances for Taxes (other than Permitted Encumbrances) on\nthe Purchased Assets.\n\n      3.16  PRODUCT LIABILITY AND RECALLS\n\n      (a)   Except as set forth in SCHEDULE 3.16, since January 1, 1997, there\nhas been no action, suit, claim, inquiry, proceeding or investigation in any\ncase by or before any court or governmental body pending or, to the best\nknowledge of Seller, threatened, against or involving the Business relating to\nany product alleged to have been designed, manufactured or sold by the Business\nand alleged to have been defective or improperly designed or manufactured.\n\n      (b)   Except as set forth in Schedule 3.16, since January 1, 1997, there\nhas been no pending, or to the best knowledge of Seller, threatened recall or\ninvestigation of any product sold by Seller in connection with the Business.\n\n      3.17  PRODUCT WARRANTY\n\n      SCHEDULE 3.17 includes copies of the standard terms and conditions of sale\nfor the Business (containing applicable guaranty, warranty and indemnity\nprovisions). Except as set forth in SCHEDULE 3.17, the products manufactured by\nthe Business have been sold by the Business in accordance with the standard\nterms and conditions of sale.\n\n\n                                      -27-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      3.18  INVENTORY\n\n      The Inventory as reflected in the Financial Statements and the 9\/30\/2000\nInventory Statement (i) is stated at the lower of cost (determined principally\non a first-in, first-out basis) or market, and (ii) is of quality and quantity\nusable or saleable in the ordinary course of the Business, except for obsolete\nitems and items of below-standard quality that have been written down in the\nFinancial Statements to net realizable values.\n\n      3.19  CUSTOMER AND SUPPLIERS\n\n      SCHEDULE 3.19 contains a list setting forth the 10 largest customers of\nthe Business, by dollar amount, over the 12 months ended September 30, 2000, and\nthe 10 largest suppliers of the Business, by dollar amount, over the 12 months\nended September 30, 2000. All purchase and sale orders and other commitments for\npurchases and sales made by Seller in connection with the Business have been\nmade in the ordinary course of business in accordance with past practices, and\nno payments have been made to any supplier or customers or any of their\nrespective representatives other than payments to such suppliers for the payment\nof the invoiced price of supplies purchased or goods sold in the ordinary course\nof business.\n\n      3.20  RESTRICTIONS ON THE BUSINESS\n\n      Except for this Agreement, to the best knowledge of Seller, there is no\nagreement, judgment, injunction, order or decree binding upon Seller or any of\nits Affiliates affecting Seller's or its Affiliates' conduct of the Business as\ncurrently conducted.\n\n      3.21  NO OTHER REPRESENTATIONS OR WARRANTIES\n\n      Except for the representations and warranties contained in this Section 3,\nnone of Seller, any Affiliate or any other Person makes any representations or\nwarranties, and Seller hereby disclaims any other representations or warranties,\nwhether made by Seller or any Affiliate, or any of their officers, directors,\nemployees, agents or representatives, with respect to the execution and delivery\nof this Agreement or any Collateral Agreement, the transactions contemplated\nhereby or the Business, notwithstanding the delivery or disclosure to Buyer or\nits representatives of any documentation or other information with respect to\nany one or more of the foregoing. Notwithstanding anything to the contrary\nherein, no representation or warranty contained in this Section 3 is intended\nto, or do, cover or otherwise pertain to any assets that are not included in the\nPurchased Assets or any liabilities that are not included in the Assumed\nLiabilities.\n\n4.    REPRESENTATIONS AND WARRANTIES OF BUYER\n\n      Buyer represents and warrants to Seller that:\n\n\n                                      -28-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      4.1   ORGANIZATION AND QUALIFICATION\n\n      Each of Buyer and any Buyer Designee is a corporation duly organized,\nvalidly existing and in good standing under the laws of its jurisdiction of\nincorporation or organization, and each of Buyer and any Buyer Designee has all\nrequisite corporate power and authority to carry on its business as currently\nconducted and to own or lease and operate its properties. Each of Buyer and any\nBuyer Designee is duly qualified to do business and is in good standing as a\nforeign corporation (in any jurisdiction that recognizes such concept) in each\njurisdiction where the ownership or operation of its assets or the conduct of\nits business requires such qualification, except for failures to be so qualified\nor in good standing, as the case may be, that could not reasonably be expected\nto have a material adverse effect on Buyer's or any Buyer Designee's business\ntaken as a whole.\n\n      4.2   AUTHORIZATION; BINDING EFFECT\n\n      (a)   Each of Buyer and any Buyer Designee has all requisite corporate\npower and authority to execute and deliver this Agreement and the Collateral\nAgreements, as the case may be, and to effect the transactions contemplated\nhereby and thereby and has duly authorized the execution, delivery and\nperformance of this Agreement and the Collateral Agreements, as the case may be,\nby all requisite action (corporate or other).\n\n      (b)   This Agreement has been duly executed and delivered by and this\nAgreement is, and the Collateral Agreements when duly executed and delivered by\nBuyer and any Buyer Designee will be, valid and legally binding obligations of\nBuyer and any such Buyer Designee, enforceable against them in accordance with\ntheir terms, except to the extent that enforcement of the rights and remedies\ncreated hereby and thereby may be affected by bankruptcy, reorganization,\nmoratorium, insolvency and similar Laws of general application affecting the\nrights and remedies of creditors and by general equity principles.\n\n      4.3   NO VIOLATIONS\n\n      (a)   The execution, delivery and performance of this Agreement and the\nCollateral Agreements by Buyer and any Buyer Designee and the consummation of\nthe transactions contemplated hereby and thereby do not and will not (i) result\nin a breach or violation of any provision of Buyer's or any Buyer Designee's\ncharter or by-laws or similar organizational document, (ii) violate or result in\na breach of or constitute an occurrence of default under any provision of,\nresult in the acceleration or cancellation of any obligation under, or give rise\nto a right by any party to terminate or amend its obligations under, any\nmaterial mortgage, deed of trust, conveyance to secure debt, note, loan,\nindenture, lien, lease, agreement, instrument, order, judgment, decree or other\nmaterial arrangement or commitment to which Buyer or any Buyer Designee is a\nparty or by which it or its assets or properties are bound which violation,\nbreach or default could be reasonably expected to have a material adverse effect\non Buyer or the applicable Buyer Designee, or (iii) violate any material order,\njudgment, decree, rule or \n\n\n\n                                      -29-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nregulation of any court or any Governmental Body having jurisdiction over Buyer\nor any Buyer Designee or any of their respective properties which could be\nreasonably expected to have a material adverse effect on Buyer or the applicable\nBuyer Designee.\n\n      (b)   No consent, approval, order or authorization of, or registration,\ndeclaration or filing with, any Person is required to be obtained by Buyer or\nany Buyer Designee in connection with the execution and delivery of this\nAgreement and the Collateral Agreements or the consummation of the transactions\ncontemplated hereby or thereby other than any (i) any filings required to be\nmade under the HSR Act and any applicable filings required under foreign\nantitrust Laws, and (ii) such consents, approvals, orders, authorizations,\nregistrations, declarations or filings where failure of compliance would not,\nindividually or in the aggregate, have a material adverse effect on Buyer's or\nany Buyer Designee's ability to consummate the transactions contemplated hereby.\n\n      4.4   BROKERS\n\n      No broker, investment banker, financial advisor or other Person is\nentitled to any broker's, finder's, financial advisor's or other similar fee or\ncommission in connection with the transactions contemplated by this Agreement\nbased on arrangements made by or on behalf of Buyer or an Affiliate of Buyer.\n\n      4.5   NO OTHER SELLER REPRESENTATIONS AND WARRANTIES\n\n      (a)   With respect to the Purchased Assets, the Business, or any other\nrights or obligations to be transferred hereunder or under the Collateral\nAgreements or pursuant hereto or thereto, Buyer has not been induced by and has\nnot relied upon any representations, warranties or statements, whether express\nor implied, made by Seller, any Affiliate, or any agent, employee, attorney or\nother representative of Seller or by any Person representing or purporting to\nrepresent Seller that are not expressly set forth in this Agreement or in the\nCollateral Agreements (including the Schedules and Exhibits hereto and thereto),\nwhether or not any such representations, warranties or statements were made in\nwriting or orally.\n\n      (b)   Buyer acknowledges that it has made its own assessment of the future\nof the Business and is sufficiently experienced to make an informed judgment\nwith respect thereto. Buyer further acknowledges that neither Seller nor any\nAffiliate has made any warranty, express or implied, as to the future of the\nBusiness or its profitability for Buyer, or with respect to any forecasts,\nprojections or business plans prepared by or on behalf of Seller and delivered\nto Buyer in connection with the Business and the negotiation and the execution\nof this Agreement.\n\n      (c)   To the extent reasonably apparent from its context, disclosure by\nSeller on any one Schedule delivered pursuant to this Agreement at or prior to\nthe Closing shall be disclosure as to all such Schedules and, to the extent such\ndisclosure conflicts with any \n\n\n\n                                       -30-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nrepresentation or warranty of Seller, Seller shall have no liability for breach\nof any such representation or warranty relating to such conflicts.\n\n      4.6   SUFFICIENCY OF FUNDS\n\n      Each of Buyer and any Buyer Designee (i) has funds available to pay their\nrespective portions of the Purchase Price and any expenses incurred by Buyer or\nany Buyer Designee in connection with the transactions contemplated by this\nAgreement; (ii) has the resources and capabilities (financial or otherwise) to\nperform hereunder and under the Collateral Agreements; and (iii) has not\nincurred any obligation, commitment, restriction or liability of any kind,\nabsolute or contingent, present or future, which would impair or adversely\naffect such resources and capabilities.\n\n      4.7   NO OTHER REPRESENTATIONS OR WARRANTIES\n\n      Except for the representations and warranties contained in this Section 4,\nnone of Buyer, any Buyer Designee, any Affiliate or any other Person makes any\nrepresentations or warranties, and Buyer hereby disclaims any other\nrepresentations or warranties, whether made by Buyer, any Buyer Designee, or any\nAffiliate, or any of their officers, directors, employees, agents or\nrepresentatives, with respect to the execution and delivery of this Agreement or\nany Collateral Agreement or the transactions contemplated, notwithstanding the\ndelivery or disclosure to Seller or its representatives of any documentation or\nother information with respect to any one or more of the foregoing.\n\n5.    CERTAIN COVENANTS\n\n      5.1   ACCESS AND INFORMATION\n\n      (a)   Seller will give, and cause its Affiliates to give, to Buyer and its\nAffiliates and to their respective officers, employees, accountants, counsel and\nother representatives reasonable access during Seller's or the applicable\nAffiliate's normal business hours throughout the period prior to the Closing to\nall of Seller's or the applicable Affiliate's properties, books, contracts,\ncommitments, reports of examination and records directly relating to the\nBusiness or the Purchased Assets (but excluding the Excluded Assets and Excluded\nLiabilities and subject to any limitations that are reasonably required to\npreserve any applicable attorney-client privilege or Third-Party confidentiality\nobligation). Seller shall assist, and cause its Affiliates to assist, Buyer and\nits Affiliates in making such investigation and shall cause its counsel,\naccountants, engineers, consultants and other non-employee representatives to be\nreasonably available to Buyer for such purposes; IT BEING UNDERSTOOD that Buyer\nshall reimburse Seller or the applicable Affiliate promptly for reasonable and\nnecessary out of pocket expenses incurred by Seller or any Affiliate in\ncomplying with any such request by or on behalf of Buyer.\n\n\n                                      -31-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      (b)   After the Closing Date, Seller and Buyer will provide, and will\ncause their respective Affiliates to provide, to each other and to their\nrespective officers, employees, counsel and other representatives, upon request\n(subject to any limitations that are reasonably required to preserve any\napplicable attorney-client privilege or Third-Party confidentiality obligation),\nreasonable access for inspection and copying of all Business Records,\nGovernmental Permits, Licenses, Contracts and any other information existing as\nof the Closing Date and relating to the Business or the Purchased Assets, and\nwill make their respective personnel reasonably available for interviews,\ndepositions and testimony in any legal matter concerning transactions,\noperations or activities relating to the Business or the Purchased Assets, and\nas otherwise may be necessary or desirable to enable the party requesting such\nassistance to: (i) comply with reporting, filing or other requirements imposed\nby any foreign, local, state or federal court, agency or regulatory body; (ii)\nassert or defend any claims or allegations in any litigation or arbitration or\nin any administrative or legal proceeding other than claims or allegations that\none party to this Agreement has asserted against the other; or (iii) subject to\nclause (ii) above, perform its obligations under this Agreement. The party\nrequesting such information or assistance shall reimburse the other party for\nall out-of-pocket costs and expenses incurred by such party in providing such\ninformation and in rendering such assistance. The access to files, books and\nrecords contemplated by this Section 5.1(b) shall be during normal business\nhours and upon reasonable prior notice and shall be subject to such reasonable\nlimitations as the party having custody or control thereof may impose to\npreserve the confidentiality of information contained therein.\n\n      (c)   Buyer agrees to preserve all Business Records, Licenses and\nGovernmental Permits in accordance with its corporate policies related to\npreservation of records. Buyer further agrees that, to the extent Business\nRecords, Licenses or Governmental Permits are placed in storage, they will be\nindexed in such a manner as to make individual document retrieval possible in an\nexpeditious manner.\n\n      5.2   CONDUCT OF BUSINESS\n\n      From and after the date of this Agreement and until the Closing Date,\nexcept as otherwise contemplated by this Agreement or the Schedules hereto or as\nBuyer shall otherwise consent to in writing, Seller and each of the\nSubsidiaries, with respect to the Business:\n\n      (a)   will carry on the Business in the ordinary course consistent with\npast practice including taking or refraining from taking any actions likely to\nsignificantly change its existing relationships with customers, suppliers and\nothers having business relationships with Power Systems;\n\n      (b)   will not permit, other than in the ordinary course of business\nconsistent with past practice or as may be required by Law or a Governmental\nBody, all or any of the \n\n\n                                      -32-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nPurchased Assets (real or personal, tangible or intangible) presently and\nactively used in the operation of the Business to be sold, licensed or subjected\nto any Encumbrance (other than a Permitted Encumbrance);\n\n      (c)   will not acquire, sell, lease, license, transfer or dispose of any\nasset that would otherwise be a Purchased Asset except in the ordinary course of\nbusiness consistent with past practice;\n\n      (d)   will not terminate or materially extend or materially modify any\nMaterial Contract except in the ordinary course of business consistent with past\npractice;\n\n      (e)   will not do any other act which would cause any representation or\nwarranty of Seller in this Agreement to be or become untrue in any material\nrespect or intentionally omit to take any action necessary to prevent any such\nrepresentation or warranty from being untrue in any material respect at such\ntime;\n\n      (f) will not increase the compensation payable or to become payable to\nany of the Business Employees, except for increases in the ordinary course of\nbusiness and consistent with past practice, or otherwise enter into or alter any\nemployment, consulting, or service agreement, except in the ordinary course of\nbusiness and consistent with past practice, or enter into any retention\nagreements or agreements for enhanced or extraordinary severance with any\nBusiness Employees other than at the request of Buyer;\n\n      (g) will not commence, enter into, or alter any profit sharing,\ndeferred compensation, bonus, stock option, stock purchase, pension, retirement,\nor incentive plan or any fringe benefit plan for employees of the Business,\nexcept in the ordinary course of business and consistent with past practice;\n\n      (h)   will not sever or terminate any Business Employees except for\ncause or in the ordinary course of business; or\n\n      (i)   will not enter into any agreement or commitment with respect to\nany of the foregoing.\n\n\n                                      -33-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      5.3   TAX REPORTING AND ALLOCATION OF CONSIDERATION\n\n      (a)   Seller and Buyer acknowledge and agree that (i) Seller will be\nresponsible for and will perform all tax withholding, payment and reporting\nduties with respect to any wages and other compensation paid by Seller or a\nSubsidiary to any Business Employee in connection with operating the Business\nprior to or on the Closing Date, and (ii) Buyer will be responsible for and will\nperform all tax withholding, payment and reporting duties with respect to any\nwages and other compensation paid by Buyer to any Transferred Employee in\nconnection with operating the Business after the Closing Date.\n\n      (b)   Seller and Buyer recognize their mutual obligations pursuant to\nSection 1060 of the Code to timely file IRS Form 8594 (the \"ASSET ACQUISITION\nSTATEMENT\") with each of their respective federal income tax returns.\nAccordingly, within thirty (30) days after the parties finalize the Purchase\nPrice Adjustment pursuant to Section 2.3, Seller and Buyer agree to attempt in\ngood faith to (i) enter into a Purchase Price allocation agreement providing for\nthe allocation of the Purchase Price among the Purchased Assets consistent with\nthe provisions of Section 1060 of the Code and the Treasury Regulations\nthereunder, and (ii) cooperate in the preparation of the Asset Acquisition\nStatement for timely filing in each of their respective federal income tax\nreturns. If Seller and Buyer agree on a Purchase Price allocation, then neither\nSeller nor Buyer shall file any Return taking a position inconsistent with such\nallocation.\n\n      5.4   BUSINESS EMPLOYEES\n\n      (a)   As of the Closing Date, Buyer shall make offers of employment to all\nBusiness Employees listed on SCHEDULE 3.9(a) (including those absent due to\nvacation, holiday, illness, leave of absence or short-term disability, but\nexcluding any Business Employees on long-term disability). Seller shall\ncooperate in facilitating the performance of Buyer's obligation to make such\noffers. Business Employees who accept Buyer's offer of employment, as of the\neffective date of their employment with Buyer, shall be referred to as\n\"TRANSFERRED EMPLOYEES\".\n\n      (b)   As of the Closing Date, Buyer shall provide Transferred Employees,\nuntil at least December 31, 2001, a total compensation package of salary and\nbenefits that, in the aggregate, are substantially similar to that offered by\nSeller or its applicable Subsidiary immediately prior to the Closing Date.\nExcept as otherwise agreed to in this Section 5.4, Buyer shall be under no\nobligation to establish any pension plan or any retiree medical, dental, or life\ninsurance plans for Business Employees. Except as expressly set forth in this\nSection 5.4, Seller or its designated Affiliates shall retain or reimburse Buyer\nfor all liabilities and obligations with respect to benefits accrued under all\nbenefit plans or arrangements maintained, administered, or contributed to by\nSeller or its Affiliates, including any such plans or arrangements applicable to\nBusiness Employees, employees, or former employees (including any beneficiary\nthereof). Except as expressly set forth in this Section \n\n\n\n                                      -34-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n5.4, no assets of any benefit plan or arrangement maintained, administered, or\ncontributed to by Seller or any Affiliate thereof shall be transferred to Buyer\nor any Affiliate thereof. Buyer's benefit plans and policies, including\nvacation, retirement, severance and welfare plans, shall recognize (i) for\npurposes of satisfying any deductibles, co-pays and out-of-pocket maximums\nduring the coverage period that includes the Closing Date, any payment made by\nany Transferred Employee towards deductibles, co-pays and out-of-pocket maximums\nin any health or other insurance plan of Seller or a Subsidiary, and (ii) for\npurposes of determining eligibility to participate, vesting and for any schedule\nof benefits based on service (other than for benefits accrued under any defined\nbenefit plan not described in Section 5.4(g)), all service with Seller or a\nSubsidiary, including service with predecessor employers that was recognized by\nSeller or a Subsidiary and any prior unbridged service with Seller or a\nSubsidiary, provided that such service shall not be recognized to the extent\nsuch recognition would result in a duplication of benefits. Buyer will continue\nto provide relocation assistance to those Transferred Employees receiving it as\nof the Closing Date and tuition assistance to those Transferred Employees who\nare receiving such benefits as of the Closing Date for the current academic\nsession. Buyer will honor the terms and conditions of Seller's international\nassignee program, including, without limitation, repatriation upon completion of\nassignment, completion bonuses, tax equalization and tax return preparation,\nwith respect to Transferred Employees who are on international assignment as of\nthe Closing Date, except that these costs shall be allocated between Buyer and\nSeller based on the portion of the international assignment occurring before the\nClosing Date (which shall be Seller's obligation) and on or after the Closing\nDate (which shall be Buyer's obligation). Until at least December 31, 2001,\nBuyer shall provide severance benefits to Nonrepresented Transferred Employees\nin the United States equivalent to the benefits, if any, that would have been\npaid to such Transferred Employees under the terms of the Lucent Management\nSeparation Plan in effect as of the Closing Date had such employees continued to\nparticipate in such plan.\n\n      (c)   Employment with Buyer of Transferred Employees shall be effective as\nof the Business Day following the close of business on the Closing Date, except\nthat the employment of individuals receiving short-term disability benefits or\non approved leave of absence on the Closing Date will become effective as of the\ndate they present themselves for work with the Buyer.\n\n      (d)   Buyer agrees that its health and welfare plans shall waive any\npre-existing condition exclusion (to the extent such exclusion was waived under\napplicable health and welfare plans offered to the Transferred Employees by the\nSeller or any Subsidiary) and any proof of insurability. Seller agrees to\ntransfer the cafeteria plan accounts and experience of Transferred Employees to\nsubstantially equivalent plans that exist or will be established by Buyer to the\nextent permitted by applicable plan terms and applicable law.\n\n      (e)   (i) As soon as possible after the Closing Date, Buyer shall cause\none or more defined contribution savings plans intended to qualify under\nsections 401(a) and 401(k)\n\n\n\n                                      -35-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nof the Code (the \"BUYER NONREPRESENTED SAVINGS PLAN\") to provide for the receipt\nof Nonrepresented Transferred Employees' lump sum cash distributions, in the\nform of an eligible rollover distribution, which includes outstanding\nparticipant loans, from the Lucent Savings Plan, provided such rollovers are\nmade at the election of the Nonrepresented Transferred Employees and in\naccordance with the terms of the Buyer Nonrepresented Savings Plan. Seller shall\ncause the Lucent Savings Plan to permit the Nonrepresented Transferred Employees\nto elect a lump sum cash distribution of benefits accrued through the Closing\nDate in accordance with the Code.\n\n            (ii) As soon as possible following the Closing Date, but in no event\nlater than 120 days after the Closing Date, Buyer shall cause one or more\ndefined contribution savings plans intended to qualify under sections 401(a) and\n40l(k) of the Code (the \"BUYER REPRESENTED SAVINGS PLAN\") to provide, for two\nyears after the Closing Date, an election to retain Lucent common stock or Avaya\nInc. common stock held in the Lucent Stock Fund, Avaya Stock Fund or Employer\nShares Fund within the Lucent Technologies Inc. Long Term Savings and Security\nPlan (\"LTSSP\"). Upon the receipt by Seller of written evidence of (i) the\nadoption of the Buyer Represented Savings Plan by Buyer, (ii) the creation of\nthe trust thereunder, (iii) the submission by Buyer of the Buyer Represented\nSavings Plan to the Internal Revenue Service for a favorable determination\nletter, and (iv) an opinion of Buyer's counsel satisfactory to Seller,\nsubstantially as set forth in Exhibit H, to the effect that the terms of Buyer\nRepresented Savings Plan meet the applicable requirements of sections 401(a) and\n(k) of the Code, Seller shall direct the trustee of the LTSSP to transfer to the\ntrust under the Buyer Represented Savings Plan liability for the account balance\nof each participant in the LTSSP who is a Represented Transferred Employee (the\n\"TRANSFERRED SAVINGS PLAN PARTICIPANTS\"), together with cash, cash equivalents\nor other mutually acceptable property, the value of which on such transfer date\nis equal to the liability. Upon completion of the transfer described herein,\nSeller and the LTSSP shall be relieved of all liabilities for the payment of the\naccount balances of the Transferred Savings Plan Participants transferred to the\nBuyer Represented Savings Plan. Buyer and Seller shall cooperate in the filing\nof any IRS Forms 5310 required by the transfer of assets and liabilities\ndescribed herein, and anything contained herein to the contrary notwithstanding,\nthe transfer of assets and liabilities described herein shall not take place\nuntil the 31st day following the filing of all required Forms 5310.\n\n      (f) Buyer agrees that effective as of the Closing Date, it will provide to\nall Represented Transferred Employees pension plans and post retirement medical,\ndental and life insurance plans in accordance with Section 5.4(m). Such pension\nplan shall, as of the Closing Date and through the Second Transfer Date (as\ndefined in Section 5.4(g)), protect benefit rights and features as required by\nthe regulations promulgated under Section 411(d)(6) of the Code provided under\nthe Lucent Occupational Plan referred to in Section 5.4(g). Seller shall remain\nresponsible for any benefits payable under a Benefit Plan with respect to claims\nincurred by Business Employees prior to the Closing Date except to the extent\nthat the liability for such benefits has been transferred to and assumed by\nBuyer and \n\n\n\n                                      -36-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nthe Buyer's plans in accordance with this Section 5.4. The medical and dental\nplans maintained by Buyer shall recognize as dependents of the Transferred\nEmployees any Class 2 dependents recognized by Seller.\n\n       (g) In connection with the performance of its obligations under Section\n5.4(f), Buyer shall, on or prior to a date (the \"FIRST TRANSFER DATE\") to be\nmutually agreed by Buyer and Seller but in no event more than 30 days after the\nClosing Date, establish or amend a defined benefit pension plan (\"BUYER'S\nPENSION PLAN\"), with a trust thereunder (the \"REPRESENTED TRUST\"), for the\npurpose of holding the pension plan liabilities and assets attributable to\nRepresented Transferred Employees as described herein. On the First Transfer\nDate, Seller will transfer or cause to be transferred from the trust under the\nLucent Technologies Inc. Pension Plan (the \"LUCENT OCCUPATIONAL PLAN\") to the\nRepresented Trust cash or, to the extent agreed by the parties, marketable\nsecurities in an amount equal to 90% of the estimated Pension Transfer Amount\nfor the Represented Transferred Employees, which obligation and associated\nliability shall be assumed by the Buyer Pension Plan and Represented Trust, plus\ninterest on the amounts transferred from the Closing Date through the First\nTransfer Date at a rate equal to 8% per annum. As of the date six months after\nthe First Transfer Date or such later date as may be agreed to by the parties\n(the \"SECOND TRANSFER DATE\"), Seller shall transfer or cause to be transferred\nfrom the trust under the Lucent Occupational Plan to the Represented Trust cash\nor, to the extent agreed by the parties, marketable securities in an amount\nequal to remaining balance of the Pension Transfer Amount, plus interest on the\namounts transferred from the Closing Date through the Second Transfer Date at a\nrate equal to 8% per annum. The amount to be transferred as of the Second\nTransfer Date shall be reduced by the aggregate amount of any pension benefit\npayments made by the Lucent Occupational Plan on behalf of the Buyer Pension\nPlan prior to the Second Transfer Date. In the event an amount to be transferred\non the Second Transfer Date is a negative amount, then Buyer shall transfer or\ncause to be transferred from the Represented Trust back to the trust under the\nLucent Occupational Plan such amount in cash. Subject to the completion of the\nforegoing asset transfers, as of the Closing Date, all of the obligations and\nassociated liabilities of the Lucent Occupational Plan relating to the\nRepresented Transferred Employees shall be assumed in full by the Represented\nTrust and the Buyer Pension Plan.\n\n      (h) For purposes of this Section 5.4, \"PENSION TRANSFER AMOUNT\" shall mean\nthe greater of (A) and (B), where (A) shall be the minimum required transfer\namount determined in accordance with the terms of Seller's pension plans and the\nrequirements of Section 414(1) of the Code, utilizing the \"safe harbor\" rates\nand assumptions set forth in the regulations promulgated under Section 4044 of\nERISA as of the Closing Date, except that the termination and retirement rate\nassumptions utilized for purposes of this Section 5.4(h) shall be the\nassumptions used by Seller to determine the funding requirements for the 2000\nplan year and that no expense load, including any loading charge determined\nunder the Loading Assumptions set forth in Appendix C to Part 4044 of the PBGC\nRegulations, shall be charged, and (B) shall be the sum of (I) and (II) less\n(III), where (I) is the accumulated benefit \n\n\n\n                                      -37-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nobligation under FAS 87 as of the Closing Date with respect to Represented\nTransferred Employees, (II) is the accumulated postretirement benefit obligation\nfor post-retirement medical and dental plans under FAS 106 as of the Closing\nDate with respect to Represented Transferred Employees, and (III) is the amount\ntransferred under Section 5.4(i) with respect to the postretirement medical and\ndental plans for Represented Transferred Employees. For purposes of the\npreceding sentence, such accumulated benefit obligation and accumulated\npostretirement benefit obligation shall be determined on the basis of the plan\nprovisions in effect on the Closing Date and the actuarial methods and\nassumptions (based on the terms and conditions of the United States collective\nbargaining agreement in effect as of September 30, 2000) utilized for purposes\nof Seller's financial disclosures under FAS 87 and 106 for such plans as of\nSeptember 30, 2000. For purposes of Sections 5.4(g), (h), and (i), the term\n\"Transferred Employee\" shall include Business Employees as of the date hereof\nwho terminate employment with the Seller or any Affiliate thereof between the\ndate of this Agreement and the Closing Date and who are hired by Buyer or an\nAffiliate thereof within the first three months after the Closing Date.\n\n      (i) Assets of Seller's VEBAs will be transferred to Buyer's VEBAs as\ndescribed in this Section 5.4(i).\n\n      This Section 5.4(i) shall govern the transfer of assets from the Lucent\nPostretirement Health VEBA for occupational employees to a corresponding Buyer\nPostretirement Health VEBA, which Buyer shall establish and submit to the IRS\nfor a favorable ruling as to its tax-exempt status prior to the Second Transfer\nDate. On or prior to the Second Transfer Date, Seller shall determine the\naggregate value, as of the Closing Date, of the accumulated postretirement\nbenefit obligation of each Lucent plan funded by such Lucent Postretirement\nHealth VEBA, with respect to all Represented Transferred Employees, and shall\ntransfer or cause to be transferred cash or, to the extent agreed by the\nparties, marketable securities in an amount determined as set forth below. Such\namount shall be equal to the fair market value as of the Closing Date of the\nassets of the plan funded by such Lucent VEBA multiplied by a fraction, the\nnumerator of which shall be the accumulated postretirement health benefit\nobligation under FAS 106 for Represented Transferred Employees whose\npostretirement health benefit is funded by such VEBA, and the denominator of\nwhich shall be the accumulated postretirement health benefit obligation under\nFAS 106 for all participants and dependents whose postretirement health benefit\nis funded by such VEBA.\n\n      This Section 5.4(i) shall govern the transfer of assets from the Lucent\nPostretirement Life VEBA to a corresponding Buyer Postretirement Life VEBA,\nwhich Buyer shall establish and submit to the IRS for a favorable ruling as to\nits tax-exempt status prior to the Second Transfer Date. On or prior to the\nSecond Transfer Date, Seller shall determine the aggregate value, as of the\nClosing Date, of the accumulated postretirement benefit obligation of the Lucent\nplan funded by such Lucent Postretirement Life VEBA, with respect to all\nRepresented Transferred Employees, and shall transfer or cause to be transferred\ncash in an amount determined as set forth below. Such amount shall be equal to\nthe accumulated \n\n\n\n                                      -38-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\npostretirement benefit obligation under FAS 106 for Represented Transferred\nEmployees whose postretirement life benefit is funded by such VEBA. Buyer and\nSeller shall adopt, and shall use their reasonable best efforts to cause their\ninsurers to adopt, procedures to implement such asset transfers in a reasonable\nand expeditious manner that is consistent with the underlying group life\ninsurance contracts and applicable legal requirements.\n\n      For purposes of this Section 5.4(i), all determinations shall be made as\nof the Closing Date, based on the active and inactive census data as of the\nClosing Date. For purposes of determining the accumulated postretirement benefit\nobligation, the assumptions and methods used by Lucent in determining the\ndisclosure of accumulated postretirement benefit obligation under FAS 106 as of\nSeptember 30, 2000 shall be used. The amounts to be transferred as described\nabove shall be adjusted by the aggregate amount of any payments made by a Lucent\nVEBA in respect of Represented Transferred Employees (and by the aggregate\namount of any payments made by a Buyer VEBA on behalf of the Lucent VEBA) prior\nto such transfer, and increased by interest of 8% per annum on such amounts from\nthe Closing Date through the date of such transfer. Nothing in this Agreement\nshall be interpreted to provide that any assets so transferred have reverted to\nSeller or Buyer.\n\n      (j) Seller, on or prior to the Second Transfer Date, shall notify Buyer in\nwriting of Seller's determination of the amounts of assets required to be\ntransferred in accordance with the provisions of Sections 5.4(g), (h), and (i),\nshall provide Buyer with a copy of the actuarial reports relating to the\ndetermination of such amounts, together with such related materials as Buyer may\nreasonably request, and, in the case of the transfers of pension assets\ncontemplated by Section 5.4(g) and (h), shall provide Buyer with a written\ndetermination by Seller's actuary that the amounts of assets proposed to be\ntransferred are not less than the required amounts determined in accordance with\nthis Agreement.\n\n      (k) Buyer shall notify Seller in writing of Buyer's disagreement with any\ndetermination made by Seller pursuant to Section 5.4(j) as soon as practicable\nand in any event within 75 days after the date on which the information\nspecified in Section 5.4(j) is provided to Buyer. If no such notice is given by\nBuyer prior to the expiration of the foregoing period, the determinations\ncontained in Seller's notice to Buyer shall be conclusive and binding upon the\nparties. If Buyer gives written notice to Seller prior to the expiration of the\nforegoing period setting forth any objections to the determinations made by\nSeller, the parties shall attempt in good faith to reach an agreement as to all\nmatters in dispute. Buyer shall not be entitled to object to the determinations\nof Seller based on any disagreement as to the rates or assumptions used by\nSeller so long as such rates and assumptions are those specified in this Section\n5.4. The determinations of Seller's actuary under Sections 5.4(h), (i), and (j)\nshall be conclusive unless Buyer's actuary claims that the proper total of such\namounts differs from Seller's determination by more than 1%. If the parties,\nnotwithstanding such good faith effort, fail to resolve all matters in dispute\nwithin 30 days after Buyer advises Seller of its objections, and the amount in\ndispute is greater than 1% of the total amount determined by Seller's actuary\nunder Sections 5.4(h), (i), and (j), then any remaining disputed \n\n\n\n                                       -39-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\nmatters shall be finally and conclusively determined by a qualified independent\nactuary selected by Seller and Buyer, which actuary shall not be the regular\nactuary of either party. Promptly, but in no event later than 30 days after its\nacceptance of its appointment, the actuary shall determine (based solely on\npresentations by Seller and Buyer and not by independent review) only those\nmatters in dispute and shall render a written report as to the disputed matters\nand the resulting calculation of the pension or other assets required to be\ntransferred by Seller in accordance with the provisions of Section 5.4(g) or\n(i), which report shall be conclusive and binding upon the parties. The fees and\nexpenses of the actuary shall be shared equally by the parties.\n\n      (l) Seller hereby acknowledges that for FICA and FUTA tax purposes, Buyer\nqualifies as a successor employer with respect to the Transferred Employees. In\nconnection with the foregoing, at Buyer's option, Seller agrees to follow the\n\"Alternative Procedures\" set forth in Section 5 of Revenue Procedure 96-60.\nBuyer shall notify Seller of its intention to follow the \"Alternative\nProcedures\" on or immediately after the Closing Date. If the \"Alternative\nProcedures\" are followed, Seller and Buyer understand that Buyer shall assume\nSeller's entire obligation to furnish a Form W-2, Wage and Tax Statement, to the\nTransferred Employees. In addition to all personnel files and records relating\nto the Transferred Employees that Seller shall deliver to Buyer as of the\nClosing Date or as otherwise required by this Agreement, Seller shall timely\nprovide Buyer with any and all other information (and in such format and media)\nas it shall reasonably request to properly comply with the requirements in the\npreceding sentence, which in no event shall be more than 10 business days from\nthe date of a written request for such information.\n\n      (m) Buyer or one or more Buyer Designee that purchases the assets of the\nBusiness shall, on and as of the Closing Date, assume any and all collective\nbargaining agreements and other labor agreements, as identified in SCHEDULE\n5.4(m), applicable to the Transferred Employees who are represented by the\nCommunications Workers of America or the Confederacion de Trabajadores de Mexico\n(other than provisions of such agreements that are specific to Seller or its\npredecessors or Affiliates).\n\n      (n) Seller shall make and be responsible for incentive compensation\npayments to Nonrepresented Transferred Employees for the period from October 1,\n2000 to the Closing Date in accordance with its short-term incentive plan in\neffect for such period.\n\n      5.5   COLLATERAL AGREEMENTS; LEASED EQUIPMENT\n\n      (a) (i) On or prior to the Closing Date, Buyer or a Buyer Designee shall\nexecute and deliver to Seller, and Seller or the applicable Subsidiary shall\nexecute and deliver to Buyer or a Buyer Designee the Collateral Agreements.\n\n            (ii) Prior to the Closing Date, Seller and Buyer shall negotiate in\ngood faith the schedules for the services to be attached to the Transition\nServices Agreement.\n\n\n                                      -40-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      (b) At least ten Business Days prior to the Closing Date, Seller shall\nprovide Buyer with the costs and other terms applicable to the Leased Equipment\nand Buyer shall decide whether such Leased Equipment will (a) transfer to Buyer\nor a Buyer Designee as of the Closing Date by Buyer or a Buyer Designee assuming\nthe leases for such equipment, (b) become the property of Buyer or a Buyer\nDesignee as of the Closing Date by Buyer or a Buyer Designee paying for the\ncosts of purchasing such equipment pursuant to the leases (the \"PURCHASED LEASED\nEQUIPMENT\"), or (c) remain the property of the Seller or a Subsidiary as of the\nClosing Date (the \"EXCLUDED LEASED EQUIPMENT\").\n\n      5.6   REGULATORY COMPLIANCE\n\n      Buyer and Seller shall cooperate, and shall cause their respective\nAffiliates to cooperate, with the other in making filings under the HSR Act and\nany applicable filings required under foreign antitrust Laws, and each party\nshall use its reasonable commercial efforts to resolve such objections, if any,\nas the Antitrust Division of the Department of Justice or the Federal Trade\nCommission or state antitrust enforcement or other Governmental Body may assert\nunder the antitrust Laws with respect to the transactions contemplated hereby.\nIn the event an action is instituted by any Person challenging the transactions\ncontemplated hereby as violative of the antitrust Laws, Buyer and Seller shall\nuse, and shall cause their respective Subsidiaries to use, their respective\nreasonable commercial efforts to resist or resolve such action.\n\n      5.7   CONTACTS WITH SUPPLIERS, EMPLOYEES AND CUSTOMERS\n\n      Seller and Buyer agree to cooperate in contacting any suppliers to, or\ncustomers of, the Business or any Business Employees in connection with or\npertaining to any subject of this Agreement.\n\n      5.8   USE OF LUCENT'S NAME; BRAZILIAN JV COMPANY NAME\n\n      (a)   Buyer and Seller agree as follows:\n\n            (i) Within three (3) months after the Closing Date, Buyer and the\nBuyer Designees shall, remove \"Lucent,\" \"Lucent Technologies\" or other similar\nmark (the \"SELLER NAME\") and any other trademark, design or logo previously or\ncurrently used by Seller or any of its Affiliates that is not part of the\nIntellectual Property from all buildings, signs and vehicles of the Business;\n\n            (ii) Immediately after the Closing Date, Buyer and the Buyer\nDesignees shall cease using the Seller Name and any other trademark, design or\nlogo previously or currently used by Seller or any of its Affiliates that is not\npart of the Intellectual Property in all invoices, letterhead, advertising and\npromotional materials, office forms or business cards;\n\n\n                                       -41-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n            (iii) Within three (3) months after the Closing Date, Buyer and the\nBuyer Designees shall cease using the Seller Name and any other trademark,\ndesign or logo previously or currently used by Seller or any of its Affiliates\nthat is not part of the Intellectual Property in electronic databases, web\nsites, product instructions, packaging (except as provided below) and other\nmaterials, printed or otherwise (all such materials, together with buildings,\nsigns and vehicles of the Business described in clauses (i) and (ii) above,\n\"MARKED ASSETS\"). Notwithstanding the foregoing, Buyer and the Buyer Designees\nshall not be restricted in using any packaging materials that are in inventory\nas of the Closing Date;\n\n            (iv) Buyer and the Buyer Designees shall not be required at any time\nto remove the Seller Name and any other trademark, design or logo previously or\ncurrently used by Seller that is not part of the Intellectual Property from\ninventory of the Business that is in existence as of the Closing Date (\"EXISTING\nINVENTORY\"), nor shall Buyer or the Buyer Designees be required at any time to\nremove such Seller Name and any such other trademark, design or logo from\nschematics, plans, manuals, drawings, machinery, tooling including hand tools,\nand the like of the Business in existence as of the Closing Date to the extent\nthat such instrumentalities are used in the ordinary internal conduct of the\nBusiness and are not generally observed by the public or are intended for use as\nmeans to effectuate or enhance sales (such items, \"MARKED INSTRUMENTALITIES\").\nBuyer and the Buyer Designees shall use Reasonable Efforts to remove the Seller\nName and any other trademark, design or logo previously or currently used by\nSeller that is not part of the Intellectual Property from those assets of the\nBusiness that are not Marked Instrumentalities or Existing Inventory, including\nthose assets (such as, but not limited to, tools, molds, and machines) used in\nassociation with the manufacture of the products of the Business or otherwise\nreasonably used in the conduct of the Business after the Closing Date (such\nassets, \"OTHER MARKED ASSETS\"). For the purposes of this Section 5.8,\n\"REASONABLE EFFORTS\" means Buyer and the Buyer Designees shall remove the Seller\nName from such Other Marked Assets but only at such time when such asset is not\noperated or otherwise is taken out of service in the normal course of business\ndue to regular maintenance or repair (but only for such repairs or maintenance\nwhere such removal could normally be undertaken, for example, repair or\nmaintenance of a mold cavity) whichever occurs first; PROVIDED that, in no event\nshall Buyer or the Buyer Designees use the Seller Name after the date which is\ntwo (2) years from the Closing Date. Neither Buyer nor the Buyer Designees shall\nbe required to perform such removal on such Other Marked Assets that are not or\nno longer used to manufacture the products of the Business or other parts, or if\ndiscontinuance of use of such Other Marked Assets is reasonably anticipated\nduring such time period.\n\n            (iv) Seller hereby grants to Buyer and the Buyer Designees a limited\nright to use Seller's Name and associated trademarks, designs and logos with\nregard to the Marked Assets, Existing Inventory, Other Marked Assets and Marked\nInstrumentalities during the periods, if any, specified in clauses (i) - (iv)\nabove.\n\n\n                                      -42-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n      (b) In no event shall Buyer or any Affiliate of Buyer advertise or hold\nitself out as Lucent or an Affiliate of Lucent after the Closing Date.\n\n      (c) As soon as reasonably practicable after the Closing Date, but in no\nevent later than three (3) months following the Closing Date, Buyer shall change\nthe name of the Brazilian JV Company to delete any references to \"Lucent\".\n\n      5.9   NO HIRE AND NON-SOLICITATION OF EMPLOYEES\n\n      None of Seller, any of its respective representatives or any of its\nAffiliates will at any time prior to one year from the date hereof, directly or\nindirectly, hire (or continue the employment of any Business Employee that\nrejects an offer of employment from Buyer) or solicit the employment of any\nTransferred Employee without Buyer's prior written consent. The term \"solicit\nthe employment\" shall not be deemed to include generalized searches for\nemployees through media advertisements, employment firms or otherwise that are\nnot focused on persons employed by Buyer or any successor. This restriction\nshall not apply to any Transferred Employee whose employment with the Buyer or\nits successor is involuntarily terminated by Buyer or its successor after the\nClosing. Solicitation of employment shall be deemed to occur if the persons who\nperform such solicitation have knowledge of the existence of this Agreement or\nif such persons have no knowledge of the existence of this Agreement but\nSeller's employees with knowledge of the existence of this Agreement have\nadvance knowledge of any such solicitation.\n\n      5.10  NO NEGOTIATION OR SOLICITATION\n\n      Prior to the Closing Date, Seller and its Affiliates will not (and Seller\nwill cause each of its employees, officers and agents not to) (a) solicit,\ninitiate, entertain or encourage the submission of any proposal or offer from\nany Person relating to the direct or indirect acquisition of the Business or any\nportion of the Purchased Assets (other than in the ordinary course of business),\nor (b) participate in any discussions or negotiations regarding, furnish any\ninformation with respect to, assist or participate in, or facilitate in any\nother manner any effort or attempt by any Person to do or seek any of the\nforegoing. Seller will notify Buyer if any Person makes any proposal, offer,\ninquiry or contact with respect to any of the foregoing within two Business Days\nafter receipt of any such offer or proposal.\n\n      5.11  NON-COMPETITION\n\n      (a) Seller agrees that, as part of the consideration for the payment of\nthe Purchase Price, for a period of four (4) years immediately following the\nClosing Date, neither Seller nor any of its Affiliates will, directly or\nindirectly, operate, perform or have any ownership interest in a business that\ndevelops, manufactures, sells, installs (on a stand-alone basis and not as part\nof Seller's communications equipment) or distributes (on a stand-alone basis and\nnot as part of Seller's communications equipment) products or perform services\nin\n\n\n\n                                      -43-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\ncompetition with the Business, except that Lucent or its Affiliates may (i)\nprovide any service, engineering and installation functions currently performed\nby Seller or an Affiliate related to the Business, (ii) purchase or otherwise\nacquire by merger, purchase of assets, stock, controlling interest or otherwise\nany Person or business or engage in any similar merger and acquisition activity\nwith any Person the primary business of which is not in competition with the\nBusiness and\/or (iii) continue the activities of the New Ventures Group and\nLucent Venture Partners or successors thereto. In addition, for these purposes,\nownership of securities of a company whose securities are publicly traded under\na recognized securities exchange not in excess of 10% of any class of such\nsecurities shall not be considered to be competition with the Business. For\npurposes of Section 5.11(b)(ii) above, a Person shall not be considered to be in\nthe \"primary business\" of competing with the Business if such Person derives\nless than twenty-five percent (25%) of its revenues from products that compete\nwith the Business.\n\n      (b) Seller acknowledges that the restrictions set forth in Section 5.11(a)\nconstitute a material inducement to Buyer's entering into and performing this\nAgreement. Seller further acknowledges, stipulates and agrees that a breach of\nsuch obligation could result in irreparable harm and continuing damage to Buyer\nfor which there may be no adequate remedy at law and further agrees that in the\nevent of any breach of said obligation, Buyer may be entitled to injunctive\nrelief and to such other relief as is proper under the circumstances.\n\n6.    CONFIDENTIAL NATURE OF INFORMATION\n\n      6.1   CONFIDENTIALITY AGREEMENT\n\n      Buyer agrees that the Confidentiality Agreement shall apply to (a) all\ndocuments, materials and other information that it shall have obtained regarding\nSeller or its Affiliates during the course of the negotiations leading to the\nconsummation of the transactions contemplated hereby (whether obtained before or\nafter the date of this Agreement), any investigations made in connection\ntherewith and the preparation of this Agreement and related documents and (b)\nall analyses, reports, compilations, evaluations and other materials prepared by\nBuyer or its counsel, accountants or financial advisors that contain or\notherwise reflect or are based upon, in whole or in part, any of the provided\ninformation; PROVIDED, HOWEVER, that subject to Section 6.2(a), the\nConfidentiality Agreement shall terminate as of the Closing with respect to\nBuyer's obligations thereunder and shall be of no further force and effect\nthereafter with respect to information of Seller or a Subsidiary the ownership\nof which is transferred to Buyer.\n\n      6.2   SELLER'S PROPRIETARY INFORMATION\n\n      (a) Except as provided in Section 6.2(b), after the Closing and for a\nperiod of five (5) years following the Closing Date, Buyer agrees that it will\nkeep confidential all of Seller's \n\n\n\n                                      -44-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\nand its Affiliates' Proprietary Information that is received from, or made\navailable by, Seller or a Subsidiary in the course of the transactions\ncontemplated hereby, including, for purposes of this Section 6.2, information\nabout Seller's and its Affiliates' business plans and strategies, marketing\nideas and concepts, especially with respect to unannounced products and\nservices, present and future product plans, pricing, volume estimates, financial\ndata, product enhancement information, business plans, marketing plans, sales\nstrategies, customer information (including customers' applications and\nenvironments), market testing information, development plans, specifications,\ncustomer requirements, configurations, designs, plans, drawings, apparatus,\nsketches, software, hardware, data, prototypes, connecting requirements or other\ntechnical and business information, except for such Proprietary Information as\nis conveyed to Buyer as part of the Purchased Assets.\n\n      (b) Notwithstanding the foregoing, such Proprietary Information shall not\nbe deemed confidential and Buyer shall have no obligation with respect to any\nsuch Proprietary Information that:\n\n            (i) at the time of disclosure was already known to Buyer other than\nthrough this transaction, free of restriction as evidenced by documentation in\nBuyer's possession;\n\n            (ii) is or becomes publicly known through publication, inspection of\na product, or otherwise, and through no negligence or other wrongful act of\nBuyer;\n\n            (iii) is received by Buyer from a Third Party without similar\nrestriction and without breach of any agreement;\n\n            (iv)  to the extent it is independently developed by Buyer; or\n\n            (v)   is, subject to Section 6.2(c), required to be disclosed\nunder applicable Law or judicial process.\n\n      (c) If Buyer (or any of its Affiliates) is requested or required (by oral\nquestion, interrogatory, request for information or documents, subpoena, civil\ninvestigative demand or similar process) to disclose any Proprietary\nInformation, Buyer will promptly notify Seller of such request or requirement\nand will cooperate with Seller such that Seller may seek an appropriate\nprotective order or other appropriate remedy. If, in the absence of a protective\norder or the receipt of a waiver hereunder, Buyer (or any of its Affiliates) is\nin the opinion of Buyer's counsel compelled to disclose the Proprietary\nInformation or else stand liable for contempt or suffer other censure or\nsignificant penalty, Buyer (or its Affiliate) may disclose only so much of the\nProprietary Information to the party compelling disclosure as is required by\nLaw. Buyer will exercise its (and will cause its Affiliates to exercise their)\nreasonable commercial efforts to obtain a protective order or other reliable\nassurance that confidential treatment will be accorded to such Proprietary\nInformation.\n\n\n                                      -45-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n      6.3   BUYER'S PROPRIETARY INFORMATION\n\n      (a) Except as provided in Section 6.3(b), after the Closing Date and for a\nperiod of five (5) years thereafter, Seller agrees that it will keep\nconfidential all of Buyer's and its Affiliates' Proprietary Information that is\nconveyed to Buyer or a Buyer Designee as part of the Purchased Assets,\nincluding, for purposes of this Section 6.3, information about the Business'\nbusiness plans and strategies, marketing ideas and concepts, especially with\nrespect to unannounced products and services, present and future product plans,\npricing, volume estimates, financial data, product enhancement information,\nbusiness plans, marketing plans, sales strategies, customer information\n(including customers' applications and environments), market testing\ninformation, development plans, specifications, customer requirements,\nconfigurations, designs, plans, drawings, apparatus, sketches, software,\nhardware, data, prototypes, connecting requirements or other technical and\nbusiness information.\n\n      (b) Notwithstanding the foregoing, such Proprietary Information regarding\nthe Business shall not be deemed confidential and Seller shall have no\nobligation with respect to any such Proprietary Information that:\n\n            (i)   is or becomes publicly known through publication,\ninspection of a product, or otherwise, and through no negligence or other\nwrongful act of Seller;\n\n            (ii)  is received by Buyer from a Third Party without similar\nrestriction and without breach of any agreement; or\n\n            (iii) is, subject to Section 6.3(c), required to be disclosed under\napplicable Law or judicial process.\n\n      (c) If Seller (or any of its Affiliates) is requested or required (by oral\nquestion, interrogatory, request for information or documents, subpoena, civil\ninvestigative demand or similar process) to disclose any Proprietary Information\nregarding the Business, Seller will promptly notify Buyer of such request or\nrequirement and will cooperate with Buyer such that Buyer may seek an\nappropriate protective order or other appropriate remedy. If, in the absence of\na protective order or the receipt of a waiver hereunder, Seller (or any of its\nAffiliates) is in the opinion of Seller's counsel compelled to disclose the\nProprietary Information or else stand liable for contempt or suffer other\ncensure or significant penalty, Seller (or its Affiliate) may disclose only so\nmuch of the Proprietary Information to the party compelling disclosure as is\nrequired by Law. Seller will exercise its (and will cause its Affiliates to\nexercise their) reasonable commercial efforts to obtain a protective order or\nother reliable assurance that confidential treatment will be accorded to such\nProprietary Information.\n\n\n                                      -46-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n      6.4   CONFIDENTIAL NATURE OF AGREEMENT\n\n      Except to the extent that disclosure thereof is required under accounting,\nstock exchange or Federal Securities Laws disclosure obligations, or labor\nrelations law, both parties agree that the terms and conditions of this\nAgreement, and all attachments and amendments hereto and thereto shall be\nconsidered Proprietary Information protected under this Article 6.\nNotwithstanding anything in this Article 6 to the contrary, in the event that\nany such Proprietary Information is also subject to a limitation on disclosure\nor use contained in another written agreement between Buyer and Seller or either\nof their respective Affiliates that is more restrictive than the limitation\ncontained in this Article 6, then the limitation in such agreement shall\nsupersede this Article 6.\n\n7.    CLOSING\n\n      At the Closing, the following transactions shall take place:\n\n      7.1   DELIVERIES BY SELLER OR THE SUBSIDIARIES\n\n      On the Closing Date, Seller shall, or shall cause a Subsidiary to, deliver\nto Buyer or a Buyer Designee the following:\n\n      (a)   the Collateral Agreements;\n\n      (b) all consents, waivers or approvals theretofore obtained by Seller with\nrespect to the sale of the Purchased Assets or the consummation of the\ntransactions contemplated by this Agreement or the Collateral Agreements;\n\n      (c) an opinion or opinions of Counsel for Seller dated the Closing Date\nwith respect to the matters described in Sections 3.1, 3.2, 3.3 and 3.4 (other\nthan subparagraph (a)(ii)) in a form and subject to such exceptions as are\ncustomary for transactions similar to those contemplated hereby, which form\nshall be reasonably acceptable to Buyer;\n\n      (d) a certificate of an appropriate officer of Seller, dated the Closing\nDate, certifying to the fulfillment of the conditions set forth in Sections\n8.2(a) and (b) and a certificate of an Assistant Secretary's of Seller, dated\nthe Closing Date, in customary form; and\n\n      (e) all such other bills of sale, assignments and other instruments of\nassignment, transfer or conveyance as Buyer or a Buyer Designee may reasonably\nrequest or as may be otherwise necessary to evidence and effect the sale,\ntransfer, assignment, conveyance and delivery of the Purchased Assets to Buyer\nor a Buyer Designee and to put Buyer in actual possession or control of the\nPurchased Assets.\n\n\n                                      -47-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n      7.2   DELIVERIES BY BUYER\n\n      On the Closing Date, Buyer or a Buyer Designee shall deliver to Seller the\nfollowing:\n\n      (a)   the Purchase Price as provided in Section 2.3;\n\n      (b)   the Collateral Agreements;\n\n      (c) an opinion or opinions of Counsel for Buyer dated the Closing Date\nwith respect to the matters described in Sections 4.1, 4.2 and 4.3 (other than\nsubparagraph (a)(ii)) in a form and subject to such exceptions as are customary\nfor transactions similar to those contemplated hereby, which form shall be\nreasonably acceptable to Seller;\n\n      (d) a certificate of an appropriate officer of Buyer, dated the Closing\nDate, certifying to the fulfillment of the conditions set forth in Sections\n8.3(a) and (b), and a certificate of an appropriate officer of Buyer, dated the\nClosing Date, in customary form of a secretary's certificate; and\n\n      (e) all such other documents and instruments as Seller may reasonably\nrequest or as may be otherwise necessary or desirable to evidence and effect the\nassumption by Buyer or a Buyer Designee of the Assumed Liabilities.\n\n      7.3   CLOSING DATE\n\n      The Closing shall take place at the offices of Seller, 600 Mountain\nAvenue, Murray Hill, New Jersey 07974, at 10:00 a.m. local time within five (5)\nBusiness Days following the date on which the last of the conditions specified\nin Article 8 to be satisfied or waived has been satisfied or waived, or at such\nother place or time or on such other date as Seller and Buyer may agree upon in\nwriting (such date and time being referred to herein as the \"CLOSING DATE\").\n\n      7.4   CONTEMPORANEOUS EFFECTIVENESS\n\n      All acts and deliveries prescribed by this Article 7, regardless of\nchronological sequence, will be deemed to occur contemporaneously and\nsimultaneously on the occurrence of the last act or delivery, and none of such\nacts or deliveries will be effective until the last of the same has occurred.\n\n\n                                      -48-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n8.    CONDITIONS PRECEDENT TO CLOSING\n\n      8.1   GENERAL CONDITIONS\n\n      The respective obligations of Buyer and Seller to effect the Closing of\nthe transactions contemplated hereby are subject to the fulfillment, prior to or\nat the Closing, of each of the following conditions:\n\n      (a)   NO INJUNCTIONS.  No order of any court or administrative agency\nshall be in effect that enjoins, restrains, conditions or prohibits\nconsummation of this Agreement or the Collateral Agreements.\n\n      (b)   ANTITRUST LAWS. Any applicable waiting period under the HSR Act or\nother applicable antitrust Laws relating to the transactions contemplated by\nthis Agreement or the Collateral Agreements shall have expired or been\nterminated.\n\n      8.2   CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS\n\n      The obligations of Buyer to effect the Closing of the transactions\ncontemplated hereby are subject to the fulfillment, prior to or at the Closing,\nof each of the following conditions, any of which may be waived in writing by\nBuyer:\n\n      (a)   REPRESENTATIONS AND WARRANTIES OF SELLER TRUE AT CLOSING.  The\nrepresentations and warranties of Seller contained in this Agreement or in any\nschedule, certificate or document delivered pursuant to the provisions hereof or\nin connection with the transactions contemplated hereby shall be true and\ncorrect in all material respects at and as of the Closing Date, as though such\nrepresentations and warranties were made at and as of the Closing Date, except\nto the extent that such representations and warranties are made as of a\nspecified date, in which case such representations and warranties shall be true\nin all material respects as of the specified date.\n\n      (b)   PERFORMANCE BY SELLER.  Seller and\/or the applicable Subsidiary \nshall have delivered all of the documents required under Section 7.1 and \nshall have otherwise performed in all material respects all obligations and \nagreements and complied in all material respects with all covenants and \nconditions required by this Agreement to be performed or complied with by it \nprior to or at the Closing, including executing the Collateral Agreements.\n\n      (c)   MATERIAL ADVERSE EFFECT.  There shall not have been any Material\nAdverse Effect from the date hereof to the Closing Date.\n\n\n                                      -49-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n\n      8.3   CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS\n\n      The obligations of Seller to effect the Closing of the transactions\ncontemplated hereby are subject to the fulfillment, prior to or at the Closing,\nof each of the following conditions, any of which may be waived in writing by\nSeller:\n\n      (a) REPRESENTATIONS AND WARRANTIES OF BUYER TRUE AT CLOSING. The\nrepresentations and warranties of Buyer contained in this Agreement or in any\ncertificate or document delivered pursuant to the provisions hereof or in\nconnection with the transactions contemplated hereby shall be true in all\nmaterial respects at and as of the Closing Date as though such representations\nand warranties were made at and as of the Closing Date, except to the extent\nthat such representations and warranties are made as of a specified date, in\nwhich case such representations and warranties shall be true in all material\nrespects as of the specified date.\n\n      (b) PERFORMANCE BY BUYER. Buyer or a Buyer Designee shall have delivered\nall of the documents required under Section 7.1 and shall have otherwise\nperformed in all material respects all obligations and agreements and complied\nin all material respects with all covenants and conditions required by this\nAgreement to be performed or complied with by it prior to or at the Closing,\nincluding executing the Collateral Agreements.\n\n9.    STATUS OF AGREEMENTS\n\n      The rights and obligations of Buyer and Seller under this Agreement shall\nbe subject to the following terms and conditions:\n\n      9.1   EFFECT OF BREACH\n\n      In the event of a material breach of any representation, certification or\nwarranty, or agreement or covenant of Seller under this Agreement that is\ndiscovered by the Buyer prior to Closing and that cannot be or is not cured by\nSeller upon prior notice and the passage of a reasonable period of time, the\nBuyer may elect not to proceed with the Closing hereunder, which shall be the\nBuyer's sole remedy for such breach.\n\n      9.2   SURVIVAL OF REPRESENTATIONS AND WARRANTIES\n\n      The representations and warranties of Buyer and Seller contained in this\nAgreement shall survive the Closing for eighteen (18) months provided, however,\nthat (i) the representations and warranties in Sections 3.5(a) and 3.13(a)\nrelating to title matters shall survive the Closing and shall not terminate and\n(ii) the representations and warranties in Section 3.11 relating to\nenvironmental matters shall survive the Closing and shall terminate at the close\nof business on the 120th day following the expiration of the applicable statute\nof limitations with respect to the environmental liabilities in question.\nNeither Seller nor Buyer \n\n\n\n                                      -50-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\nshall have any liability whatsoever with respect to any such representations or\nwarranties after the survival period for such representation or warranty\nexpires.\n\n      9.3   GENERAL AGREEMENT TO INDEMNIFY\n\n      (a) Seller and Buyer shall indemnify, defend and hold harmless the other\nparty hereto and any director, officer or Affiliate of the other party (each an\n\"INDEMNIFIED PARTY\") from and against any and all claims, actions, suits,\nproceedings, liabilities, obligations, losses, and damages, amounts paid in\nsettlement, interest, costs and expenses (including reasonable attorney's fees,\ncourt costs and other out-of-pocket expenses incurred in investigating,\npreparing or defending the foregoing) (collectively, \"LOSSES\") incurred or\nsuffered by any Indemnified Party to the extent that the Losses arise by reason\nof, or result from (i) the failure of any representation or warranty of such\nparty contained in this Agreement to have been true in all material respects\nwhen made and as of the Closing Date except as expressly provided otherwise in\nSection 8.2(a) or 8.3(a), or (ii) the breach by such party of any covenant or\nagreement of such party contained in this Agreement to the extent not waived by\nthe other party.\n\n      (b) Seller further agrees to indemnify and hold harmless Buyer from and\nagainst any Losses incurred by Buyer arising out of, resulting from, or relating\nto: (i) the Excluded Liabilities; (ii) Buyer's waiver of any applicable Bulk\nSales Laws; (iii) any claim, demand or liability for the Taxes accruing in\nconnection with the Purchased Assets prior to and including the Closing Date or\nSeller's agreement to pay one-half (1\/2) of the real estate transfer taxes\nreferred to in Section 2.9; and (iv) any claims of any Business Employee\nemployed by Buyer in connection with any Benefit Plan of Seller or such Business\nEmployee's employment with Seller accruing prior to and including the Closing\nDate.\n\n      (c) Buyer further agrees to indemnify and hold harmless Seller with\nrespect to: (i) any failure of Buyer to discharge any of the Assumed\nLiabilities; (ii) any claim, demand or liability for the Taxes referred to in\nSection 2.9 other than one-half (1\/2) of the real estate transfer taxes\nallocated to Seller; and (iii) any medical, health or disability claims of any\nTransferred Employee, except for claims for expenses incurred on or before the\nclose of business on the Closing Date in accordance with the terms of the\napplicable Benefit Plan of Seller.\n\n      (d) Amounts payable in respect of the parties' indemnification obligations\nshall be treated as an adjustment to the Purchase Price. Buyer and Seller agree\nto cooperate in the preparation of a supplemental Asset Acquisition Statement as\nrequired by Section 5.3 and Treasury Reg. ss. 1.1060-1T(e) as a result of any\nadjustment to the Purchase Price pursuant to the preceding sentence. Whether or\nnot the Indemnifying Party (as defined below) chooses to defend or prosecute any\nThird-Party Claim (as defined in Section 9.4(a)), both parties hereto shall\ncooperate in the defense or prosecution thereof and shall furnish such records,\ninformation and testimony, and attend such conferences, discovery proceedings,\nhearings, \n\n\n\n                                      -51-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\ntrials and appeals, as may be reasonably requested in connection therewith or as\nprovided in Section 5.1.\n\n      (e) The amount of the Indemnifying Party's liability under this Agreement\nshall be determined taking into account any applicable insurance proceeds\nactually received by, and other savings, including tax savings, that actually\nreduce the overall impact of the Losses upon, the Indemnified Party. The\nindemnification obligations of each party hereto under this Article 9 shall\ninure to the benefit of the directors, officers and Affiliates of the other\nparty hereto on the same terms as are applicable to such other party.\n\n      (f) The Indemnifying Party's liability for all claims including those made\nunder Section 9.3(a)(i) shall be subject to the following limitations: (i) the\nIndemnifying Party shall have no liability for such claims until the aggregate\namount of the Losses incurred shall exceed $7,000,000, in which case the\nIndemnifying Party shall be liable only for the portion of the Losses exceeding\n$7,000,000, and (ii) the Indemnifying Party's aggregate liability for all such\nclaims shall not exceed $300,000,000, provided, however, that the forgoing\nlimitations shall not be applicable to any claims under Sections 3.5(a) or\n3.13(a) nor to Losses based on fraud or intentional misrepresentation. The\nIndemnified Party may not make a claim for indemnification under Section\n9.3(a)(i) for breach by the Indemnifying Party of a particular representation or\nwarranty after the expiration of the survival period specified in Section 9.2.\n\n      (g) The indemnification provided in this Article 9 shall be the sole and\nexclusive remedy after the Closing Date for damages available to the parties to\nthis Agreement for breach of any of the terms, conditions, representations or\nwarranties contained herein or any right, claim or action arising from the\ntransactions contemplated by this Agreement; PROVIDED, HOWEVER, this exclusive\nremedy for damages does not preclude a party from bringing an action for (i)\nspecific performance or other equitable remedy to require a party to perform its\nobligations under this Agreement or any Collateral Agreement, or (ii) based on\nfraud or intentional misrepresentation.\n\n      (h) Notwithstanding anything contained in this Agreement to the contrary,\nno party shall be liable to the other party for indirect, special, punitive,\nexemplary or consequential loss or damage (including any loss of revenue or\nprofit) arising out of this Agreement, PROVIDED, HOWEVER, the foregoing shall\nnot be construed to preclude recovery by the Indemnified Party in respect of\nLosses directly incurred from (i) Third Party Claims or (ii) any claim based on\nfraud or intentional misrepresentation. Both parties shall mitigate their\ndamages.\n\n      (i) The rights to indemnification under Section 9.3 shall not be subject\nto set-off for any claim by the Indemnifying Party against any Indemnified\nParty, whether or not arising from the same event giving rise to such\nIndemnified Party's claim for indemnification.\n\n\n                                      -52-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n      9.4   GENERAL PROCEDURES FOR INDEMNIFICATION\n\n      (a) The Indemnified Party seeking indemnification under this Agreement\nshall promptly notify the party against whom indemnification is sought (the\n\"INDEMNIFYING PARTY\") of the assertion of any claim, or the commencement of any\naction, suit or proceeding by any Third Party, in respect of which indemnity may\nbe sought hereunder and will give the Indemnifying Party such information with\nrespect thereto as the Indemnifying Party may reasonably request, but failure to\ngive such notice shall not relieve the Indemnifying Party of any liability\nhereunder (unless and to the extent that the Indemnifying Party has suffered\nmaterial prejudice by such failure). The Indemnifying Party shall have the\nright, but not the obligation, exercisable by written notice to the Indemnified\nParty within thirty (30) days of receipt of notice from the Indemnified Party of\nthe commencement of or assertion of any claim, action, suit or proceeding by a\nThird Party in respect of which indemnity may be sought hereunder (a\n\"THIRD-PARTY CLAIM\"), to assume the defense and control the settlement of such\nThird-Party Claim that (i) involves (and continues to involve) solely money\ndamages, or (ii) involves (and continues to involve) claims for both money\ndamages and equitable relief against the Indemnified Party that cannot be\nsevered, where the claims for money damages are the primary claims asserted by\nthe Third Party and the claims for equitable relief are incidental to the claims\nfor money damages.\n\n      (b) The Indemnifying Party or the Indemnified Party, as the case may be,\nshall have the right to participate in (but not control), at its own expense,\nthe defense of any Third-Party Claim that the other is defending, as provided in\nthis Agreement.\n\n      (c) The Indemnifying Party, if it has assumed the defense of any\nThird-Party Claim as provided in this Agreement, shall not consent to a\nsettlement of, or the entry of any judgment arising from, any such Third-Party\nClaim without the Indemnified Party's prior written consent (which consent shall\nnot be unreasonably withheld or delayed) unless such settlement or judgment\nrelates solely to monetary damages. The Indemnifying Party shall not, without\nthe Indemnified Party's prior written consent, enter into any compromise or\nsettlement that (i) commits the Indemnified Party to take, or to forbear to\ntake, any action, or (ii) does not provide for a complete release by such Third\nParty of the Indemnified Party. The Indemnified Party shall have the sole and\nexclusive right to settle any Third-Party Claim, on such terms and conditions as\nit deems reasonably appropriate, to the extent such Third-Party Claim involves\nequitable or other non-monetary relief against the Indemnified Party, and shall\nhave the right to settle any Third-Party Claim involving money damages for which\nIndemnifying Party has not assumed the defense pursuant to this Section 9.4 with\nthe written consent of the Indemnifying Party, which consent shall not be\nunreasonably withheld or delayed.\n\n      (d) In the event an Indemnified Party shall claim a right to payment\npursuant to this Agreement, such Indemnified Party shall send written notice of\nsuch claim to the \n\n\n\n                                      -53-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\nIndemnifying Party. Such notice shall specify the basis for such claim. As\npromptly as possible after the Indemnified Party has given such notice, and\nsubject to the limitations set forth in Section 9.3, the Indemnified Party and\nthe Indemnifying Party shall establish the merits and amount of such claim by\nmutual agreement, or, if necessary, by arbitration in a manner reasonably\ndetermined by mutual agreement of such parties.\n\n10.   MISCELLANEOUS PROVISIONS\n\n      10.1  NOTICES\n\n      All notices and other communications hereunder shall be in writing and\nshall be deemed to have been duly given upon receipt if (i) mailed by certified\nor registered mail, return receipt requested, (ii) sent by Federal Express or\nother express carrier, fee prepaid, (iii) sent via facsimile with receipt\nconfirmed, or (iv) delivered personally, addressed as follows or to such other\naddress or addresses of which the respective party shall have notified the\nother.\n\n      (a) If to Seller, to:   Lucent Technologies Inc.\n                              Attn: Executive Vice President,\n                                    Corporate Operations\n                              600 Mountain Avenue\n                              Murray Hill, NJ 07974-0636\n                              United States of America\n                              Facsimile: (908) 582-3560\n\n      With a copy to:         Lucent Technologies Inc.\n                              Attn:  Vice President - Law\n                              600 Mountain Avenue\n                              Murray Hill, NJ 07974-0636\n                              United States of America\n                              Facsimile:  (908) 582-6978\n\n      (b) If to Buyer, to:    Tyco Group S.a.r.l.\n                              6, Avenue Emile Reuter\n                              Second Floor\n                              L-2420 Luxembourg\n                              Attn: Managing Director\n                              Facsimile: 352-021-181-281\n\n      With a copy to:         Tyco International (US) Inc.\n                              One Tyco Park\n                              Exeter, New Hampshire 03833\n                              Attn: General Counsel\n\n\n\n                                      -54-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n                              Facsimile: (603) 778-7700\n\n      10.2  EXPENSES\n\n      Except as otherwise provided in this Agreement, each party to this\nAgreement will bear all the fees, costs and expenses that are incurred by it in\nconnection with the transactions contemplated hereby, whether or not such\ntransactions are consummated.\n\n      10.3  ENTIRE AGREEMENT; MODIFICATION\n\n      The agreement of the parties, which is comprised of this Agreement, the\nSchedules and Exhibits hereto and the documents referred to herein and such\nother written agreements between the parties dated the date hereof, sets forth\nthe entire agreement and understanding between the parties and supersedes any\nprior agreement or understanding, written or oral, relating to the subject\nmatter of this Agreement. With respect to the Purchased Assets, the Business, or\nany other rights or obligations to be transferred hereunder or pursuant hereto,\nno party has been induced by or has relied upon any representations, warranties,\nor statements, whether express or implied, made by any other party, its agents,\nemployees, attorneys or other representatives or by any Person representing or\npurporting to represent the other party that are not expressly set forth in this\nAgreement or the Collateral Agreements (including the Schedules and Exhibits\nhereto and thereto), whether or not any such representations, warranties or\nstatements were made in writing or orally. No amendment, supplement,\nmodification or waiver of this Agreement shall be binding unless executed in\nwriting by the party to be bound thereby, and in accordance with Section 11.4.\n\n      10.4  ASSIGNMENT; BINDING EFFECT; SEVERABILITY\n\n      This Agreement may not be assigned by any party hereto without the other\nparty's written consent; provided that, Buyer may transfer or assign in whole or\nin part to one or more Buyer Designee its the right to purchase all or a portion\nof the Purchased Assets, but no such transfer or assignment will relieve Buyer\nof its obligations hereunder. This Agreement shall be binding upon and inure to\nthe benefit of and be enforceable by the successors, legal representatives and\npermitted assigns of each party hereto. The provisions of this Agreement are\nseverable, and in the event that any one or more provisions are deemed illegal\nor unenforceable the remaining provisions shall remain in full force and effect\nunless the deletion of such provision shall cause this Agreement to become\nmaterially adverse to either party, in which event the parties shall use\nreasonable commercial efforts to arrive at an accommodation that best preserves\nfor the parties the benefits and obligations of the offending provision.\n\n      10.5  GOVERNING LAW\n\n\n                                      -55-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN\nACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IRRESPECTIVE OF THE CHOICE OF\nLAWS PRINCIPLES OF THE STATE OF NEW YORK, AS TO ALL MATTERS, INCLUDING MATTERS\nOF VALIDITY, CONSTRUCTION, EFFECT, ENFORCEABILITY, PERFORMANCE AND REMEDIES.\n\n      10.6  EXECUTION IN COUNTERPARTS\n\n      This Agreement may be executed in any number of counterparts, each of\nwhich shall be deemed an original, but all of which together shall constitute\none and the same instrument.\n\n      10.7  PUBLIC ANNOUNCEMENT\n\n      Upon signing of this Agreement, Seller and Buyer shall prepare a mutually\nagreeable release announcing the transaction contemplated hereby. Except for\nsuch press release, neither Seller nor Buyer shall, without the approval of the\nother, make any press release or other announcement concerning the existence of\nthis Agreement or the terms of the transactions contemplated by this Agreement,\nexcept as and to the extent that any such party shall be so obligated by Law, in\nwhich case the other party shall be advised and the parties shall use their\nreasonable commercial efforts to cause a mutually agreeable release or\nannouncement to be issued; PROVIDED, HOWEVER, that the foregoing shall not\npreclude communications or disclosures necessary to comply with accounting,\nstock exchange or Federal Securities Law disclosure obligations.\n\n      10.8  NO THIRD-PARTY BENEFICIARIES\n\n      Nothing in this Agreement, express or implied, is intended to or shall (a)\nconfer on any Person other than the parties hereto and their respective\nsuccessors or assigns any rights (including Third-Party beneficiary rights),\nremedies, obligations or liabilities under or by reason of this Agreement, or\n(b) constitute the parties hereto as partners or as participants in a joint\nventure. This Agreement shall not provide Third Parties with any remedy, claim,\nliability, reimbursement, cause of action or other right in excess of those\nexisting without reference to the terms of this Agreement. Nothing in this\nAgreement shall be construed as giving to any Business Employee, or any other\nindividual, any right or entitlement under any Benefit Plan, policy or procedure\nmaintained by Seller, except as expressly provided in such Benefit Plan, policy\nor procedure. No Third Party shall have any rights under Section 502, 503 or 504\nof ERISA or any regulations thereunder because of this Agreement that would not\notherwise exist without reference to this Agreement. No Third Party shall have\nany right, independent of any right that exist irrespective of this Agreement,\nunder or granted by this Agreement, to bring any suit at law or equity for any\nmatter governed by or subject to the provisions of this Agreement.\n\n\n                                       -56-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n11.   TERMINATION AND WAIVER\n\n      11.1  TERMINATION\n\n      This Agreement may be terminated at any time prior to the Closing Date by:\n\n      (a)   MUTUAL CONSENT.  The mutual written consent of Buyer and Seller;\n\n      (b)   COURT OR ADMINISTRATIVE ORDER.  Buyer or Seller if there shall be in\neffect a non-appealable order of a court or government administrative agency of\ncompetent jurisdiction prohibiting the consummation of the transactions\ncontemplated hereby.\n\n      (c)   DELAY.  Buyer or Seller if the Closing shall not have occurred by\nJanuary 31, 2001, provided that the terminating party is not otherwise in\nmaterial default or breach of this Agreement.\n\n      11.2  EFFECT OF TERMINATION\n\n      In the event of the termination of this Agreement in accordance with\nSection 11.1, this Agreement shall become void and have no effect, without any\nliability on the part of any party or its directors, officers or stockholders,\nexcept for the obligations of the parties hereto as provided in Article 6,\nSections 10.2 and 10.7 and this Section 11.2.\n\n      11.3  WAIVER OF AGREEMENT\n\n      Any term or condition hereof may be waived at any time prior to the\nClosing Date by the party hereto which is entitled to the benefits thereof by\naction taken by its Board of Directors or its duly authorized officer or\nemployee, whether before or after the action of such party; PROVIDED, HOWEVER,\nthat such action shall be evidenced by a written instrument duly executed on\nbehalf of such party by its duly authorized officer or employee. The failure of\neither party to enforce at any time any provision of this Agreement shall not be\nconstrued to be a waiver of such provision nor shall it in any way affect the\nvalidity of this Agreement or the right of such party thereafter to enforce each\nand every such provision. No waiver of any breach of this Agreement shall be\nheld to constitute a waiver of any other or subsequent breach.\n\n      11.4  AMENDMENT OF AGREEMENT\n\n      This Agreement may be amended with respect to any provision contained\nherein at any time prior to the Closing Date by action of the parties hereto\ntaken by their Boards of Directors or by their duly authorized officers or\nemployees, whether before or after such party's action; PROVIDED, HOWEVER, that\nsuch amendment shall be evidenced by a written instrument duly executed on\nbehalf of each party by its duly authorized officer or employee.\n\n\n                                      -57-\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n      11.5  DISPUTES; WAIVER OF JURY TRIAL\n\n(a) Prior to initiating any litigation with respect to this Agreement, the\nparties shall first in good faith consult among appropriate officers of Buyer\nand Seller, which shall begin promptly after one party has delivered to the\nother a written request for consultation. At any time thereafter, either party\nmay request in writing that the dispute be referred to appropriate Senior\nExecutives of Buyer and Seller. Within ten (10) Business Days after such\nrequest, the Senior Executives (and not their designees) shall meet and attempt\nin good faith to resolve the dispute.\n\n      (b) The parties hereby irrevocably and unconditionally waive trial by jury\nin any legal action or proceeding relating to this Agreement or any Collateral\nAgreement and for any counterclaim therein.\n\n\n                                      -58-\n\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\n         IN WITNESS WHEREOF, each party has caused this Agreement to be duly\nexecuted on its behalf by its duly authorized officer as of the date first\nwritten above.\n\n                                    LUCENT TECHNOLOGIES INC.\n\n\n\n                                    By:                           \n                                       ---------------------------\n                                    Name:   William Viqueira\n                                    Title:  Senior Vice President,\n                                            Business Development\n\n                                    TYCO GROUP S.A.R.L.\n\n\n\n                                    By:                           \n                                       ---------------------------\n                                    Name:   Richard  W. Brann\n                                    Title:  General Manager\n\n\n\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\nEXHIBIT A   Form of Assignment and Bill of Sale\n---------\n\n\n                           ASSIGNMENT AND BILL OF SALE\n\n      FOR GOOD AND SUFFICIENT CONSIDERATION, the receipt of which is hereby\nacknowledged, LUCENT TECHNOLOGIES INC., a Delaware corporation (\"SELLER\"), by\nthese presents GRANTS, BARGAINS, SELLS, TRANSFERS, ASSIGNS, CONVEYS AND DELIVERS\nto ____________________________, a _______________ corporation (\"BUYER\"), all\nright, title and interest in and to all of the Purchased Assets, as that term is\ndefined in the Agreement for the Purchase and Sale of Assets by and between\nSeller and Buyer, dated as of _________ ___, 2000 (the \"AGREEMENT\") but\nexcluding the Excluded Assets, in accordance with, and subject to, the terms and\nconditions of the Agreement, which are incorporated herein by reference.\nCapitalized terms used but not defined herein shall have the meanings provided\nin the Agreement.\n\n      Seller, for itself, its Affiliates, and its successors and assigns, hereby\ncovenants and agrees that, at any time and from time to time forthwith upon the\nwritten request of Buyer, Seller will do, or cause its Affiliates to, execute,\nacknowledge and deliver or cause to be done, executed, acknowledged and\ndelivered, each and all of such further acts, deeds, assignments, transfers,\nconveyances, powers of attorney and assurances as may reasonably be required by\nBuyer or as required pursuant to the Agreement in order to assign, transfer, set\nover, convey, assure and confirm unto and vest in Buyer, its successors and\nassigns, title to the Purchased Assets sold, assigned, conveyed, transferred and\ndelivered by this Assignment and Bill of Sale.\n\n      This Assignment and Bill of Sale is subject to the terms and conditions of\nthe Agreement, which are incorporated herein by reference, and shall be binding\nupon Seller and Buyer, and their respective successors and assigns.\n\n      THIS ASSIGNMENT AND BILL OF SALE SHALL BE GOVERNED BY AND CONSTRUED AND\nINTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IRRESPECTIVE OF\nTHE CHOICE OF LAWS PRINCIPLES OF THE STATE OF NEW YORK, AS TO ALL MATTERS,\nINCLUDING MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, ENFORCEABILITY, PERFORMANCE\nAND REMEDIES.\n\nDate: __________ __, 2000                 LUCENT TECHNOLOGIES INC.\n\n\n\n                                    By:                           \n                                       ---------------------------\n                                    Name:\n                                    Title:\n\n\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\nEXHIBIT B   Form of Assumption Agreement\n---------\n\n                              ASSUMPTION AGREEMENT\n\n      Pursuant to that certain Agreement for the Purchase and Sale of Assets,\ndated as of _______ __, 2000 (the \"AGREEMENT\"), by and between LUCENT\nTECHNOLOGIES INC., a Delaware corporation (\"SELLER\"), and\n___________________________, a ___________ corporation (\"BUYER\"), FOR GOOD AND\nSUFFICIENT CONSIDERATION, the receipt of which is hereby acknowledged, Buyer\nhereby ACCEPTS, ASSUMES AND AGREES TO PAY, PERFORM OR OTHERWISE DISCHARGE the\nAssumed Liabilities, but excluding the Excluded Liabilities, in accordance with,\nand subject to, the terms and conditions of the Agreement, which are\nincorporated herein by reference. Capitalized terms used but not defined herein\nshall have the meanings provided in the Agreement.\n\n      This Assumption Agreement is subject to the terms and conditions of the\nAgreement, which are incorporated herein by reference, and shall be binding upon\nSeller and Buyer, and their respective successors and assigns.\n\n      THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND\nINTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IRRESPECTIVE OF\nTHE CHOICE OF LAWS PRINCIPLES OF THE STATE OF NEW YORK, AS TO ALL MATTERS,\nINCLUDING MATTERS OF VALIDITY, CONSTRUCTION, EFFECT, ENFORCEABILITY, PERFORMANCE\nAND REMEDIES.\n\nDate: __________ __, 2000                 [BUYER]\n\n\n\n                                          By:\n                                              --------------------------\n                                          Name:\n                                          Title:\n\n\n\n\n\n\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\nEXHIBIT C   Form of Lease Assignment\n---------\n\n\n\n\n\n\n\n\n\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\nEXHIBIT D   Form of Sublease\n---------\n\n\n\n\n\n\n\n\n\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\nEXHIBIT E   Form of Supply Agreement\n---------\n\n\n\n\n\n\n\n\n\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\nEXHIBIT F   Form of Intellectual Property Agreement\n---------\n\n\n\n\n\n\n\n\n\n\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\nEXHIBIT G   Form of Transition Services Agreement\n---------\n\n\n\n\n\n\n\n\n\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n\n\nEXHIBIT H   Form of Opinion - Buyer's Savings Plan\n---------\n\n\n\n\n\n\n\n\n\n\n\n\n                        LUCENT TECHNOLOGIES PROPRIETARY\n                      USE PURSUANT TO COMPANY INSTRUCTIONS\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8089,9133],"corporate_contracts_industries":[9516,9452],"corporate_contracts_types":[9623,9622],"class_list":["post-43227","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-lucent-technologies-inc","corporate_contracts_companies-tyco-international-ltd","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43227","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43227"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43227"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43227"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43227"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}