Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) Each JPE Company (1) is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of its incorporation, and (2) has the corporate power and authority to (A) own, operate and lease the Assets it owns, operates and leases, (B) carry on its business as it is now being conducted, (C) enter into this Agreement and the Related Agreements to which it is a party and (D) consummate the Transaction. JPE has delivered to Buyer true and correct copies of the corporate charter and Bylaws of each JPE Company.
Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) GET (1) is a corporation duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands, and (2) has the corporate power and authority to (A) own, operate and lease the properties it owns, operates and leases, (B) carry on its business as it is now being conducted, (C) enter into this Agreement and the Related Agreements to which it is a party and, (D) consummate the transactions contemplated by this Agreement and the Related Agreements, and (3) is duly qualified or licensed and is in good standing to do business in each jurisdiction in which the nature of the business conducted by it has made its qualification or licensing a legal requirement, except for those jurisdictions where the failure to be so qualified would not have a material adverse effect on the Companies, taken as a whole.
Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware. Seller has the requisite corporate power and authority to (i) own and operate the Purchased Assets, (ii) carry on the Business as it is presently being conducted, (iii) enter into this Agreement and the Related Agreements to which it is a party, and (iv) consummate the Transactions.
Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) Buyer is a corporation duly incorporated, validly existing and in good standing under the laws the state of New Jersey. Buyer has the requisite corporate power and authority to enter into this Agreement and the Related Agreements to which it is a party and to consummate the Transactions.
Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) Covisint (1) is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and (2) has the limited liability company power and authority to (A) own, operate and lease the Assets, (B) carry on the Business as it is now being conducted, (C) enter into this Agreement and the Related Agreements to which it is a party and, (D) consummate the transactions contemplated by this Agreement and the Related Agreements to which it is a party, and (3) is duly qualified or licensed and is in good standing to do business in each jurisdiction in which the nature of the Business conducted by it has made its qualification or licensing a legal requirement, except for those jurisdictions where the failure to be so qualified would not have a material adverse effect on Covisint.
Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) Each of CACI and each Subsidiary (1) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware (in the case of CACI, CACI Products and CACI Development) or under the laws of the State of California (in the case of CACI California), and (2) has the corporate power and authority to (A) own, operate and lease the properties it owns, operates and leases, (B) carry on the Business as it is now being conducted, (C) enter into this Agreement and the Related Agreements to which it is a party and, (D) consummate the transactions contemplated by this Agreement and the Related Agreements, and (3) is duly qualified or licensed and is in good standing to do business in each jurisdiction in which the nature of the business conducted by it has made its qualification or licensing a legal requirement, except for those jurisdictions where the failure to be so qualified would not have a Material Adverse Effect. Each of CACI and the Subsidiaries has delivered to Compuware true and correct copies of its Certificate of Incorporation or Articles of Incorporation (as appropriate) and Bylaws.
Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) The persons listed on Schedule 5.1(a), attached hereto and incorporated herein by reference, are the sole stockholders of LaTIS, which (1) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and (2) has the corporate power and authority to (A) own, operate and lease the properties it now owns, operates and leases, (B) carry on its business as it is now being conducted, (C) enter into this Agreement, and (D) consummate the transactions contemplated by this Agreement. LaTIS has full power and authority to enter into this Agreement and convey title to the conveyed properties as contemplated by this Agreement.
Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) DevStream (1) is a corporation duly incorporated, validly existing and in good standing under the laws of Colorado, and (2) has the corporate power and authority to (A) own, operate and lease the properties it owns, operates and leases, (B) carry on its business as it is now being conducted, (C) enter into this Agreement and the Related Agreements to which it is a party and, (D) consummate the transactions contemplated by this Agreement and the Related Agreements, and (3) is duly qualified or licensed and is in good standing to do business in each jurisdiction in which the nature of the business conducted by it has made its qualification or licensing a legal requirement, except for those jurisdictions where the failure to be so qualified would not have a material adverse effect on DevStream. DevStream has delivered to Compuware true and correct copies of its Articles of Incorporation and Bylaws.
Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) Each USC Member is an entity duly incorporated or formed, validly existing and in good standing under the laws of the state of its organization. The entity types and jurisdictions of organization of the USC Members are as set forth in the introductory paragraph to this Agreement. Each USC Member is qualified or licensed to do business in the state of Michigan. Each USC Member has the requisite power and authority to (i) own and operate its portion of the USC Contributed Assets, (ii) enter into this Agreement and the Related Agreements to which it is a party, and (iv) consummate the Transaction.
Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) Levy is a corporation duly incorporated, validly existing and in good standing under the laws of the state of Michigan. Levy has the requisite corporate power and authority to (i) own and operate the Levy Contributed Assets, (ii) enter into this Agreement and the Related Agreements to which it is a party, and (iv) consummate the Transaction.
