Common use of Organization; Power and Authority; Authorization; Due Execution; No Conflicts Clause in Contracts

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 permit of or from, or filing with or notification to, any court, government, governmental authority or other regulatory or administrative agency or commission, domestic or foreign (each, a "Governmental Entity"). (d) Set forth in Schedule 4.1 is a true and complete list of each jurisdiction in which Covisint is qualified or licensed to do business. (e) Set forth in Schedule 4.1 is a true and complete list of all of the members of Covisint. (f) Covisint has not elected to be taxed as a corporation pursuant to Code Sections 7701 or Treasury Regulation Sections 301.7701-3.

Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) Covisint (1) Levy is a limited liability company corporation duly organizedincorporated, validly existing and in good standing under the laws of the State state of Delaware, and (2) Michigan. Levy has the limited liability company requisite corporate power and authority to (Ai) own, own and operate and lease the Levy Contributed Assets, (B) carry on the Business as it is now being conducted, (Cii) 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 (3iv) is duly qualified or licensed and is in good standing to do business in each jurisdiction in which consummate 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 CovisintTransaction. (b) This Agreement and each the Related Agreement Agreements to which Covisint Levy is a party have been duly authorized by Levy and by all necessary limited liability company corporate action on the part of Covisint. Upon Levy, and no other proceedings are necessary on the execution part of Levy to authorize the execution, delivery and delivery performance of this Agreement and the Related Agreements. This Agreement and the Related Agreements to which Covisint Levy is a party, this Agreement when executed and each such Related Agreement delivered, will constitute the legal, valid and binding obligation of CovisintLevy, enforceable against Covisint, Levy in accordance with their respective terms, subject to judicial discretion regarding specific performance or other equitable remedies, and except as such enforcement may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium or other similar laws relating to or affecting the enforcement of creditors' ’ rights generally and remedies generallyby general principles of equity (whether applied in a proceeding at law or in equity). (c) Except as set forth in Schedule 4.1 to this Agreement, the Levy’s execution, delivery and performance by Covisint of this Agreement and the Related Agreements to which Covisint it is a party and the consummation of the Transaction by Levy do not and will not (1) conflict with, result in a violation or breach of, constitute a breach default (or violation an event which with the giving of notice or the lapse of time or both would constitute a default) or give rise to any right of termination, amendment, cancellation or acceleration of any right or obligation of Levy under, or result in any loss of any material benefit to which Levy is entitled, or result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the Levy Contributed Assets, under the terms of (Ai) Covisint's Certificate Levy’s articles of Formation incorporation or Operating Agreementbylaws, (Bii) any LawLaw applicable to Levy or binding on the Levy Contributed Assets, or (Ciii) any material Contracts or material agreement, right, license, franchise, lease, indenture, deed of trust, mortgage, loan agreement or other material instrument to which Covisint Levy is a party or by which Covisint is Levy or the Levy Contributed Assets may be bound; , (2iv) constitute a violation of any order, judgment judgment, writ, injunction, award, Law, statute, rule, regulation or decree to which Covisint Levy is a party or by which Covisint's assets or properties are any Levy Contributed Asset is 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 (5v) require any consent, approval, authorization or permit of or from, or filing Permit with or notification to, under any court, government, governmental authority Law or other regulatory or administrative agency or commission, domestic or foreign (each, a "Governmental Entity")Authority of Levy. (d) Set forth in Schedule 4.1 is a true and complete list of each jurisdiction in which Covisint is qualified or licensed to do business. (e) Set forth in Schedule 4.1 is a true and complete list of all of the members of Covisint. (f) Covisint has not elected to be taxed as a corporation pursuant to Code Sections 7701 or Treasury Regulation Sections 301.7701-3.

Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) Covisint (1) Each USC Member is a limited liability company an entity duly organizedincorporated or formed, validly existing and in good standing under the laws of the State state of Delaware, its organization. The entity types and (2) 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 limited liability company requisite power and authority to (Ai) own, own and operate and lease its portion of the USC Contributed Assets, (B) carry on the Business as it is now being conducted, (Cii) 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 (3iv) is duly qualified or licensed and is in good standing to do business in each jurisdiction in which consummate 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 CovisintTransaction. (b) This Agreement and each Related Agreement to which Covisint any USC Member is a party have has been duly authorized by such USC Member and by all necessary corporate or limited liability company action on the part of Covisintsuch USC Member, and no other proceedings are necessary on the part of the USC Members to authorize the execution, delivery and performance of this Agreement and the Related Agreements. Upon This Agreement and the execution Related Agreements to which the USC Members are a party, when executed and delivered, will constitute the legal, valid and binding obligations of the USC Members, enforceable against them 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) Except as set forth on Schedule 4.1(c), each USC Member’s execution, delivery and performance 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 it is a party and the consummation of the Transaction by such USC Member do not and will not (1) conflict with, result in a violation or breach of, constitute a breach default (or violation an event which with the giving of notice or the lapse of time or both would constitute a default) or give rise to any right of termination, amendment, cancellation or acceleration of any right or obligation of such USC Member under, or result in any loss of any material benefit to which such USC Member is entitled, or result in the creation or imposition of any Lien (other than a Permitted Lien) upon any of the USC Contributed Assets, under the terms of (Ai) Covisint's Certificate such USC Member’s certificate of Formation incorporation or Operating Agreementbylaws or other applicable charter documents, (Bii) any LawLaw applicable to such USC Member or binding on the USC Contributed Assets, or (Ciii) any material Contracts or material agreement, right, license, franchise, lease, indenture, deed of trust, mortgage, loan agreement or other material instrument to which Covisint such USC Member is a party or by which Covisint is such USC Member or the USC Contributed Assets may be bound; , (2iv) constitute a violation of any order, judgment judgment, writ, injunction, award, Law, statute, rule, regulation or decree to which Covisint such USC Member is a party or by which Covisint's assets or properties are any USC Contributed Asset is 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 (5v) require any consent, approval, authorization or permit of or from, or filing Permit with or notification to, under any court, government, governmental authority Law or other regulatory or administrative agency or commission, domestic or foreign (each, a "Governmental Entity")Authority applicable to such USC Member. (d) Set forth in Schedule 4.1 is a true and complete list of each jurisdiction in which Covisint is qualified or licensed to do business. (e) Set forth in Schedule 4.1 is a true and complete list of all of the members of Covisint. (f) Covisint has not elected to be taxed as a corporation pursuant to Code Sections 7701 or Treasury Regulation Sections 301.7701-3.

Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) Covisint DevStream (1) is a limited liability company corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareColorado, and (2) has the limited liability company corporate power and authority to (A) own, operate and lease the Assetsproperties it owns, operates and leases, (B) carry on the Business 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 to which it is a partyAgreements, 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 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 CovisintDevStream. DevStream has delivered to Compuware true and correct copies of its Articles of Incorporation and Bylaws. (b) This Other than the vote of the Shareholders required by Law, this Agreement and each Related Agreement to which Covisint DevStream is a party have been duly authorized by all necessary limited liability company corporate action of CovisintDevStream. Upon the execution and delivery of this Agreement and the Related Agreements to which Covisint DevStream is a party, this Agreement and each such Related Agreement will constitute the legal, valid and binding obligation of CovisintDevStream, enforceable against CovisintDevStream, 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. Other than the vote of the Shareholders referred to above, no other corporate authorizations or proceedings on the part of DevStream are necessary to consummate any of the other transactions contemplated by this Agreement. (c) Except as set forth in Schedule 4.1 4.1(c) to this Agreement, the execution, delivery and performance by Covisint DevStream of this Agreement and the Related Agreements to which Covisint DevStream is a party will not (1l) constitute a breach or violation of (A) CovisintDevStream's Certificate Articles of Formation Incorporation or Operating AgreementBylaws, (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 DevStream is a party or by which Covisint DevStream is bound; (2) constitute a violation of any order, judgment or decree to which Covisint DevStream is a party or by which CovisintDevStream's assets or properties are bound or affected; (3) result in the acceleration of any material debt owed by CovisintDevStream; (4) result in the creation of any lien, charge or encumbrance upon any of CovisintDevStream's properties or assets; or (5) require any consent, approval, authorization or permit of or from, or filing with or notification to, any court, government, governmental authority or other regulatory or administrative agency or commission, domestic or foreign (each, a "Governmental Entity"). (d) Set forth in Schedule 4.1 is a true and complete list of each jurisdiction in which Covisint is qualified or licensed to do business. (e) Set forth in Schedule 4.1 is a true and complete list of all of the members of Covisint. (f) Covisint has not elected to be taxed as a corporation pursuant to Code Sections 7701 or Treasury Regulation Sections 301.7701-3.or

Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) Covisint Each of CACI and each Subsidiary (1) is a limited liability company corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware (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 limited liability company corporate power and authority to (A) own, operate and lease the Assetsproperties 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 to which it is a partyAgreements, 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 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 CovisintMaterial 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. (b) This Agreement and each Related Agreement to which Covisint any of CACI or the Subsidiaries is a party have been duly authorized by all necessary limited liability company corporate action of Covisintsuch party. Upon the execution and delivery of this Agreement and the Related Agreements to which Covisint any of CACI or the Subsidiaries is a party, this Agreement and each such Related Agreement will constitute the legal, valid and binding obligation of Covisintsuch party, enforceable against Covisintsuch party, 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. No other corporate authorizations or proceedings on the part of CACI or any Subsidiary are necessary to consummate any of the other transactions contemplated by this Agreement. (c) Except as set forth in Schedule 4.1 to this Agreement, the execution, delivery and performance by Covisint each of CACI, CACI Products, CACI Development and CACI California of this Agreement and the Related Agreements will not, with respect to which Covisint is a party will not CACI, CACI Products, CACI Development and CACI California (1l) constitute a breach or violation of (A) Covisintsuch party's Certificate or Articles of Formation Incorporation (as appropriate) or Operating AgreementBylaws, (B) any Law, or (C) any material Contracts or Contracts, material agreement, right, license, franchise, lease, indenture, deed of trust, mortgage, loan agreement or other material instrument to which Covisint such party is a party or by which Covisint such party is bound; (2) constitute a violation of any order, judgment or decree to which Covisint such party is a party or by which Covisintsuch party's assets or properties are bound or affected; (3) result in the acceleration of any material debt owed by Covisintsuch party; (4) result in the creation of any lien, charge or encumbrance upon any of Covisintsuch party's properties or assets; or (5) require any consent, approval, authorization or permit of or from, or filing with or notification to, any court, government, governmental authority or other regulatory or administrative agency or commission, domestic or foreign (each, a "Governmental Entity"), except for filings pursuant to the HSR Act and similar filings as contemplated by Section 7.3 of this Agreement. (d) Set forth in Schedule 4.1 to this Agreement is a true and complete list of each jurisdiction in which Covisint each of the Subsidiaries is qualified or licensed to do business. (e) Set forth in Schedule 4.1 is a true and complete list of all of the members of Covisint. (f) Covisint has not elected to be taxed as a corporation pursuant to Code Sections 7701 or Treasury Regulation Sections 301.7701-3.

Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) Covisint One or more of the Shareholders are the sole shareholders of each of MIS and Simco and MIS is the sole shareholder of Autoflex, each of which (1) is a limited liability company corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareMichigan, and (2) has the limited liability company corporate power and authority to (A) own, operate and lease the Assetsproperties it owns, operates and leases, (B) carry on the Business 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 to which it is a partyAgreements, 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 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 CovisintMIS or Simco. Each of MIS, Simco and Autoflex has delivered to Compuware true and correct copies of its Articles of Incorporation and Bylaws. (b) This Agreement and each Related Agreement to which Covisint is a party any of MIS, Simco and Autoflex are parties have been duly authorized by all necessary limited liability company corporate action on the part of CovisintMIS, Simco and Autoflex and the Shareholders, as appropriate. Upon the execution and delivery of this Agreement and the Related Agreements to which Covisint is a partyAgreements, this Agreement and each such Related Agreement will constitute the legal, valid and binding obligation of Covisintthe Shareholders and each of MIS, Simco and Autoflex (as applicable), enforceable against Covisintthe Shareholders and each of MIS, Simco and Autoflex (as applicable), 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. No other corporate authorizations or proceedings on the part of any of MIS, Simco or Autoflex are necessary to consummate the Merger or any of the other transactions contemplated by this Agreement. (c) Except as set forth in Schedule 4.1 5.1(c) to this Agreement, the execution, delivery and performance by Covisint of this Agreement and the Related Agreements by the Shareholders and each of MIS, Simco and Autoflex will not, with respect to which Covisint is a party will not MIS, Simco or Autoflex (1l) constitute a breach or violation of (A) Covisintsuch corporation's Certificate Articles of Formation Incorporation or Operating AgreementBylaws, (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 such corporation is a party or by which Covisint such corporation is bound; (2) constitute a violation of any order, judgment or decree to which Covisint such corporation is a party or by which Covisintsuch corporation's assets or properties are bound or affected; (3) result in the acceleration of any material debt owed by Covisintsuch corporation; (4) result in the creation of any lien, charge or encumbrance upon the Shares or any of Covisint's properties or assets; or (5) require any consent, approval, authorization or permit of or from, or filing with or notification to, any court, government, governmental authority or other regulatory or administrative agency or commission, domestic or foreign (each, a "Governmental Entity"). (d) Set forth in Schedule 4.1 is a true and complete list of each jurisdiction in which Covisint is qualified or licensed to do business. (e) Set forth in Schedule 4.1 is a true and complete list of all of the members of Covisint. (f) Covisint has not elected to be taxed as a corporation pursuant to Code Sections 7701 or Treasury Regulation Sections 301.7701-3.such corporation's

Organization; Power and Authority; Authorization; Due Execution; No Conflicts. (a) Covisint (1) Seller is a limited liability company corporation duly organizedincorporated, validly existing and in good standing under the laws of the State state of Delaware, and (2) . Seller has the limited liability company requisite corporate power and authority to (Ai) own, own and operate and lease the Purchased Assets, (Bii) carry on the Business as it is now presently being conducted, (Ciii) 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 (3iv) is duly qualified or licensed and is in good standing to do business in each jurisdiction in which consummate 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 CovisintTransactions. (b) This Agreement and each the Related Agreement Agreements to which Covisint Seller is a party have been duly authorized by Seller and by all necessary limited liability company corporate action on the part of Covisint. Upon Seller, and no other proceedings are necessary on the execution part of Seller to authorize the execution, delivery and delivery performance of this Agreement and the Related Agreements. This Agreement and the Related Agreements to which Covisint Seller is a party, this Agreement when executed and each such Related Agreement delivered, will constitute the legal, valid and binding obligation of CovisintSeller, enforceable against Covisint, Seller in accordance with their respective terms, subject to judicial discretion regarding specific performance or other equitable remedies, and except as such enforcement may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium or other laws relating to or similar Laws affecting the enforcement of creditors' ’ rights generally and remedies generallyby general principles of equity (whether applied in a proceeding at Law or in equity). (c) Except as set forth in Schedule 4.1 to this Agreement, the Seller’s execution, delivery and performance by Covisint of this Agreement and the Related Agreements to which Covisint it is a party and the consummation of the Transactions by Seller do not and will not (1) conflict with, result in a violation or breach of, constitute a breach default (or violation an event which with the giving of notice or the lapse of time or both would constitute a default) or give rise to any right of termination, amendment, cancellation or acceleration of any right or obligation of Seller under, or result in any loss of any material benefit to which Seller is entitled, or result in the creation or imposition of any lien upon any of the Purchased Assets, under the terms of (Ai) Covisint's Certificate Seller’s articles of Formation incorporation or Operating Agreementbylaws, (Bii) any LawLaw applicable to Seller or binding on the Purchased Assets, or (Ciii) any material Contracts or material agreement, right, license, franchise, lease, indenture, deed of trust, mortgage, loan agreement or other material instrument to which Covisint Seller is a party or by which Covisint is Seller or the Purchased Assets may be 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 except, in the acceleration case of any material debt owed by Covisint; (4ii) result in the creation of any lienand (iii) above, charge or encumbrance upon any of Covisint's properties or assets; or (5) require any consent, approval, authorization or permit of or from, or filing with or notification to, any court, government, governmental authority or other regulatory or administrative agency or commission, domestic or foreign (each, as would not reasonably be expected to have a "Governmental Entity")Material Adverse Effect. (d) Set forth in Schedule 4.1 is a true and complete list of each jurisdiction in which Covisint is qualified or licensed to do business. (e) Set forth in Schedule 4.1 is a true and complete list of all of the members of Covisint. (f) Covisint has not elected to be taxed as a corporation pursuant to Code Sections 7701 or Treasury Regulation Sections 301.7701-3.