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. (b) This Agreement and each Related Agreement to which Covisint is a party have been duly authorized by all necessary limited liability company action of Covisint. Upon the execution and delivery of this Agreement and the Related Agreements to which Covisint is a party, this Agreement and each such Related Agreement will constitute the legal, valid and binding obligation of Covisint, enforceable against Covisint, in accordance with their respective terms, subject to judicial discretion regarding specific performance or other equitable remedies, and except as may be limited by bankruptcy, reorganization, insolvency, moratorium or other laws relating to or affecting the enforcement of creditors' rights and remedies generally. (c) Except as set forth in Schedule 4.1 to this Agreement, the execution, delivery and performance by Covisint of this Agreement and the Related Agreements to which Covisint is a party will not (1) constitute a breach or violation of (A) Covisint's Certificate of Formation or Operating Agreement, (B) any Law, or (C) any material Contracts or material agreement, right, license, franchise, lease, indenture, deed of trust, mortgage, loan agreement or other material instrument to which Covisint is a party or by which Covisint is bound; (2) constitute a violation of any order, judgment or decree to which Covisint is a party or by which Covisint's assets or properties are bound or affected; (3) result in the acceleration of any material debt owed by Covisint; (4) result in the creation of any lien, charge or encumbrance upon any of Covisint's properties or assets; or (5) require any consent, approval, authorization or permi...

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. (b) Each direct or indirect subsidiary of GET (1) is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and (2) has the corporate power and authority to own, operate and lease the properties it owns, operates and leases and carry on its business as it is now being conducted, 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 it. GET has delivered to Jabil true and correct copies of the constituent documents of each of the Companies. (c) This Agreement and each Related Agreement to which GET is a party has been duly authorized by all necessary corporate action on the part of GET. Upon the execution and delivery of this Agreement and such Related Agreements, this Agreement and each such Related Agreement will constitute the legal, valid and binding obligation of GET, enforceable against GET in accordance with its terms, subject to judicial discretion regarding specific performance or other equitable remedies, and except as may be limited by bankruptcy, reorganization, insolvency, moratorium or other laws relating to or affecting the enforcement of creditors' rights and remedies generally. No other corporate authorizations or proceedings on the part of GET are necessary to consummate the Merger or any of the other transactions contemplated by this Agreement. (d) Except as set forth in Schedul...

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. (b) This Agreement and each Related Agreement to which JPE is a party has been duly authorized by all necessary corporate action on JPE's part. Upon the execution and delivery of this Agreement and the Related Agreements, this Agreement and each Related Agreement shall constitute the legal, valid and binding obligation of JPE, enforceable against JPE, in accordance with their respective terms. (c) JPE's execution, delivery and performance of this Agreement and the Related Agreements shall not (1) constitute a breach or violation of (A) the corporate charter or Bylaws of any JPE Company, (B) any Law or (C) assuming the satisfaction of the conditions in Section 11 below, any Material Contract; (2) assuming the satisfaction of the conditions in Section 11 below, constitute a violation of any order, opinion of an attorney general, judgment or decree to which any JPE Company is a party or by which the Assets of any JPE Company is bound or affected; (3) except as set forth on Schedule 8.1(c), result in the acceleration of any material Debt owed by any JPE Company that will not be discharged, released, paid-off,

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. (b) This Agreement has been duly authorized by all necessary action on the part of LaTIS and its stockholders. Upon the execution and delivery of this Agreement, this Agreement will constitute the legal, valid and binding obligation of LaTIS. (c) LaTIS's execution, delivery and performance of this Agreement will not (1) constitute a breach or violation of (A) LaTIS's Certificate of Incorporation or Bylaws, (B) any Law, rule or regulation, or (C) any material agreement, indenture, deed of trust, mortgage, loan agreement or other material instrument to which LaTIS is a party or by which LaTIS is bound; (2) constitute a violation of any order, judgment or decree to which LaTIS or any shareholder is a party or by which LaTIS's or any shareholder's assets or properties is bound or affected; (3) result in the acceleration of any material debt owed by LaTIS or any shareholder; or (4) result in the creation of any lien, charge or encumbrance upon the Purchased Assets.

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. (b) This Agreement and the Related Agreements to which Buyer is a party have been duly authorized by Buyer and by all necessary corporate action on the part of Buyer, and no other proceedings are necessary on the part of Buyer to authorize the execution, delivery and performance of this Agreement and such Related Agreements. This Agreement and the Related Agreements to which Buyer is a party, when executed and delivered, will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting enforcement of creditors’ rights generally and by general principles of equity (whether applied in a proceeding at Law or in equity). (c) Buyer’s execution, delivery and performance of this Agreement and the Related Agreements to which it is a party and the consummation of the Transactions by Buyer do not and will not conflict with, result in a breach or violation of, constitute a default (or an event which with the giving of notice or the lapse of time or both would constitute a default) or give rise to a right of termination, amendment, cancellation or acceleration of any right or obligation of Buyer under, or result in any loss of any benefit to which Buyer is entitled, or result in the creation or imposition of any lien upon any assets or properties of Buyer under the terms of (i) Buyer’s articles of incorporation or bylaws, (ii) any Law applicable to Buyer or binding on its assets, or (iii) any agreement, indenture, deed of trust, mortgage, loan agreement or other instrument to which Buyer is a party or which Buyer or any of its assets or properties may be bound, except, in the case of (ii) and (iii) above, as would not reasonably be expected to have a material adverse effect on the consummation of the Transactions.

Related to Organization; Power and Authority; Authorization; Due Execution; No Conflicts

Due Organization, Authorization; Power and Authority Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number. The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) conflict with, contravene, constitute a default or breach under, or result in or permit the termination or acceleration of, any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business.
Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.
Organization, Good Standing and Authority The Vessel Owning Subsidiary is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of Liberia. The Vessel Owning Subsidiary has full corporate power and authority to carry on its business as it is now, and has since its incorporation been, conducted, and is entitled to own, lease or operate the properties and assets it now owns, leases or operates and to enter into legal and binding contracts. No meeting has been convened or resolution proposed or petition presented and no order has been made to wind up the Vessel Owning Subsidiary.
Power and Authority; Authorization; Execution and Delivery; Binding Obligation The Purchaser has the power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equitable principles.
Authorization; No Conflict (a) The Company has full limited liability company power and, upon receipt of the Company Equity Holders’ Approval, authority to enter into this Agreement and the Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the Transactions have been duly authorized by all requisite limited liability company action on the part of the Company, subject only to the receipt of the Company Equity Holders’ Approval. This Agreement has been duly and validly executed and delivered by the Company, and (assuming due authorization, execution and delivery by any other applicable parties thereto) constitutes, or upon such delivery constitutes, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) (the “Enforcement Exceptions”). The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement, the Transaction Documents and the Merger and the other Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Transactions and the Merger and the other Transactions in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The voting covenants contained within the Company Support Agreements include agreements by holders of Company Interests constituting the requisite vote of the holders of the Company Interests to approve this Agreement, the Transaction Documents, the Merger and the other Transactions in accordance with the DLLCA and the Company’s Organizational Documents. (b) Subject to the receipt of the Company Equity Holders’ Approval, except for applicable requirements under the HSR Act or as otherwise set forth on Section 3.3(b) of the Company Disclosure Schedule, the execution, delivery and performance of this Agreement and the Transaction Documents by the Company and its Subsidiaries, and the consummation of the Transactions, do not and will not, with or without notice, lapse of time or both: (i) conflict with or result in a breach or violation of the Organizational Documents of the Company or any of its Subsidiaries; (ii) require any consent, waiver, approval, declaration or authorization of, or notice to or filing with, any Governmental Authority; or (iii) violate, conflict with, result in a breach or default under (with notice or lapse of time or both), result in, or give any Person a right of, termination, cancellation, acceleration, suspension, modification or revocation under, give rise to any obligation to make payments or provide compensation under, result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance under, or require any consent, waiver, approval, notice, filing, declaration or authorization under, any Material Contract or Material Permit, except, with respect to the foregoing clauses (ii) and (iii), as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect.
Authorization; No Conflicts (a) Sellers have all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellers. This Agreement has been duly executed and delivered by Sellers and constitutes a legally valid and binding obligation of Sellers enforceable against Sellers in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to creditors’ rights generally and by general equitable principles. (b) The execution, delivery and performance by Sellers of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) conflict with, or constitute a breach or default under, their respective Organizational Documents, (ii) violate, or constitute a breach or default under, or result in the termination, acceleration or cancellation of, or the loss of benefit under, any Contract to which Sellers are a party or by which their respective assets may be bound or affected (whether upon lapse of time and/or the occurrence of any act or event or otherwise) or (iii) violate any Law or Order applicable to Sellers or by which their respective assets may be bound, other than, in the case of clauses (ii) and (iii) above as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Sellers to perform their respective obligations under this Agreement or to consummate the transactions contemplated hereby. (c) Assuming the truth and accuracy of the representations and warranties of Purchaser in Article IV hereof, no Approval is necessary to be obtained or made by Sellers in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.
Power and Authority; Due Authorization The Servicer has all necessary power and authority to (i) execute and deliver this Agreement and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary action.
Organization, Good Standing and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company and each Subsidiary is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except for any jurisdiction in which the failure to be so qualified would not have a Material Adverse Effect.
Power and Authority; Due Authorization; Execution and Delivery The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of Seller, Seller’s use of the proceeds of Purchases made hereunder, are within its powers and authority, corporate or otherwise, and have been duly authorized by all necessary action, corporate or otherwise, on its part. This Agreement and each other Transaction Document to which such Seller Party is a party has been duly executed and delivered by such Seller Party.
Organization and Good Standing; Power and Authority Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Massachusetts. Subject to the receipt of the Regulatory Approval, Buyer has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement.

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