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- S-4 Registration of securities issued in business combination transactions
- 3.1.1 Amended and Restated Certificate of Incorporation of Avaya Inc.
- 3.1.2 Avaya Asia Pacific Inc.
- 3.1.3 Avaya Cala Inc.
- 3.1.4 Avaya Emea LTD.
- 3.1.5 Avaya Federal Solutions, Inc.
- 3.1.6 Avaya Integrated Cabinet Solutions Inc.
- 3.1.7 Avaya Management Services Inc.
- 3.1.8 Avaya World Services Inc.
- 3.1.9 Technology Corporation of America, Inc.
- 3.1.10 Ubiquity Software Corporation
- 3.1.11 Vpnet Technologies, Inc.
- 3.1.12 Avaya Holdings LLC
- 3.1.13 Avaya Holdings Two, LLC
- 3.1.14 Octel Communications LLC
- 3.2.1 Amended and Restated By-laws of Avaya Inc.
- 3.2.2 Avaya Asia Pacific Inc.
- 3.2.3 Avaya Cala Inc.
- 3.2.4 Avaya Emea LTD.
- 3.2.5 Avaya Federal Solutions, Inc.
- 3.2.6 Avaya Integrated Cabinet Solutions Inc.
- 3.2.7 Avaya Management Services Inc.
- 3.2.8 Avaya World Services Inc.
- 3.2.9 Technology Corporation of America, Inc.
- 3.2.10 Ubiquity Software Corporation
- 3.2.11 Vpnet Technologies, Inc.
- 3.2.12 Avaya Holdings LLC
- 3.2.13 Avaya Holdings Two, LLC
- 3.2.14 Octel Communications LLC
- 4.1 Exchange Note Indenture, Dated As of October 24, 2008
- 4.2 Exchange and Registration Rights Agreement
- 5.1 Opinion of Ropes & Gray LLP
- 10.1 Credit Agreement
- 10.2 Pledge and Security Agreement
- 10.3 Guaranty
- 10.4 Credit Agreement
- 10.5 Amendment No. 1 to Credit Agreement
- 10.6 Pledge and Security Agreement
- 10.7 Guaranty
- 10.8 Executive Employment Agreement
- 10.9 Amendment to Executive Employment Agreement
- 10.10 Avaya Inc. Involuntary Separation Plan for Senior Officers, As Amended
- 10.11 Form of Indemnity Agreement
- 10.12 Form of Indemnity Agreement
- 10.13 Avaya Inc. Savings Restoration Plan, As Amended
- 10.14 Avaya Inc. Short Term Incentive Plan
- 10.15 Management Services Agreement
- 10.16 Retention Agreement
- 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.1 Consent of Pricewaterhousecoopers LLP
- 23.3 Consent of KPMG LLP
- 25.1 Form T-1 Statement of Eligibility Under the Trust Indenture Act of 1939
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 23 Dec 09 Registration of securities issued in business combination transactions
- 22 Jan 03 Registration of securities issued in business combination transactions (amended)
- 13 Jan 03 Registration of securities issued in business combination transactions (amended)
- 23 Dec 02 Registration of securities issued in business combination transactions
Exhibit 23.3
Consent of Independent Auditors
The Board of Directors
Nortel Networks Corporation:
We consent to the use of our report dated December 7, 2009, with respect to the combined balance sheets of Enterprise and Government Solutions, Businesses of Nortel Networks Corporation (the Businesses), as of September 30, 2009 and December 31, 2008, and the related combined statements of operations, changes in invested equity and comprehensive loss, and cash flows for the nine months ended September 30, 2009 and the years ended December 31, 2008 and 2007, included herein and to the reference to our firm under the heading “Experts” in the prospectus.
Our report dated December 7, 2009 contains an explanatory paragraph that states that the Businesses’ owner, Nortel Networks Corporation, and certain of its Canadian subsidiaries filed for creditor protection pursuant to the provisions of the Companies’ Creditors Arrangement Act; certain of Nortel Networks Corporation’s United States subsidiaries filed voluntary petitions seeking to reorganize under Chapter 11 of the United States Bankruptcy Code; certain of Nortel Networks Corporation’s subsidiaries in Europe, the Middle East and Africa made consequential filings under the Insolvency Act 1986 in the United Kingdom; and Nortel Networks Corporation’s Israeli subsidiaries made consequential filings under the Israeli Companies Law 1999. These conditions raise substantial doubt about Nortel Networks Corporation’s and the Businesses ability to continue as a going concern. The combined financial statements do not include any adjustments that might result from the outcome of that uncertainty. Our report also refers to changes in the Businesses’ method of accounting for fair value measurements and the date at which it measures the funded status of its defined benefit pension plans and other postretirement plans.
/s/ KPMG LLP
Toronto, Canada
December 22, 2009