Common use of Selection of Auditors Clause in Contracts

Selection of Auditors. (i) Until the first Compuware fiscal year end occurring after the Distribution Date, Covisint shall use commercially reasonable efforts to select the independent certified public accountants (“Covisint’s Auditors”) used by Compuware to serve as its (and its Subsidiaries’) independent certified public accountants (“Compuware’s Auditors” and, for the avoidance of doubt, should Compuware at any time change the accounting firm serving as its independent certified public accountants, Compuware’s Auditors shall thereafter mean the new firm serving as Compuware’s independent certified public accountants) for purposes of providing an opinion on its consolidated financial statements; provided, however, that Covisint’s Auditors may be different from Compuware’s Auditors if necessary to comply with applicable laws regarding auditor independence and qualifications (provided, however, that Covisint shall not take any actions, and shall use commercially reasonable efforts to cause its directors, officers and employees not to take any actions, that could reasonably be expected to require Covisint to engage auditors other than Compuware’s Auditors). The foregoing shall not be construed after Covisint conducts an IPO so as to unlawfully limit any responsibility of the audit committee of Covisint’s board of directors, pursuant to Rule 10A-3(b)(2) (or any successor rule to similar effect) promulgated under the Exchange Act, to appoint, compensate, retain and oversee the work of the registered public accounting firm Covisint engages. (ii) Until the first Compuware fiscal year end occurring after the Distribution Date, Covisint shall provide Compuware as much prior notice as reasonably practical of any change in Covisint’s Auditors for purposes of providing an opinion on its consolidated financial statements.

Selection of Auditors. (i) Until the first Compuware Dell Technologies fiscal year end occurring after the Distribution Date, Covisint VMware shall use commercially its reasonable best efforts to select the independent certified public accountants (“CovisintVMware’s Auditors”) used by Compuware Dell Technologies to serve as its (and its Subsidiaries’) independent certified public accountants (“Compuware’s Dell Technologies’ Auditors” and, for the avoidance of doubt, should Compuware Dell Technologies at any time change the accounting firm serving as its independent certified public accountants, Compuware’s Auditors “Dell Technologies’ Auditors” shall thereafter mean the new firm serving as Compuware’s Dell Technologies’ independent certified public accountants) for purposes of providing an opinion on its consolidated financial statements; provided, however, that CovisintVMware’s Auditors may be different from Compuware’s Dell Technologies’ Auditors if necessary to comply with applicable laws regarding auditor independence and qualifications (provided, however, that Covisint VMware shall not take any actions, and shall use commercially its reasonable best efforts to cause its directors, officers and employees not to take any actions, that could reasonably be expected to require Covisint VMware to engage auditors other than Compuware’s Dell Technologies’ Auditors). The foregoing shall not be construed after Covisint conducts an IPO so as to unlawfully limit any responsibility of the audit committee of CovisintVMware’s board of directors, pursuant to Rule 10A-3(b)(2) (or any successor rule to similar effect) promulgated under the Exchange Act), to appoint, compensate, retain and oversee the work of the registered public accounting firm Covisint VMware engages. (ii) Until the first Compuware Dell Technologies fiscal year end occurring after the Distribution Date, Covisint VMware shall provide Compuware Dell Technologies as much prior notice as reasonably practical of any change in CovisintVMware’s Auditors for purposes of providing an opinion on its consolidated financial statements.

Selection of Auditors. (i) Until the first Compuware AMTD Parent fiscal year end occurring after the Distribution Control Ending Date, Covisint AMTD International shall use commercially its reasonable best efforts to select the independent certified registered public accountants accounting firm used by AMTD Parent (“Covisint’s Auditors”) used by Compuware to serve as its (and its Subsidiaries’) independent certified public accountants (“CompuwareAMTD Parent’s Auditors” and, for the avoidance of doubt, should Compuware AMTD Parent at any time change the independent registered public accounting firm serving as its independent certified public accountantsauditors, Compuware“AMTD Parent’s Auditors Auditors” shall thereafter mean the new firm serving as CompuwareAMTD Parent’s independent certified public accountantsauditors) to serve as its auditors (“AMTD International’s Auditors”) for purposes of providing an opinion on its consolidated financial statements; provided, however, that CovisintAMTD International’s Auditors may be different from CompuwareAMTD Parent’s Auditors if necessary to comply with applicable laws regarding auditor independence and qualifications (provided, however, that Covisint AMTD International shall not take any actions, and shall use commercially its reasonable best efforts to cause its directors, officers officers, and employees not to take any actions, that could reasonably be expected to require Covisint AMTD International to engage auditors other than CompuwareAMTD Parent’s Auditors). The After the Public Filing Date, the foregoing shall not be construed after Covisint conducts an IPO so as to unlawfully limit any responsibility of the audit committee of CovisintAMTD International’s board of directors, pursuant to SEC Rule 10A-3(b)(2) (and rules of the Nasdaq Global Market or any successor rule to similar effect) promulgated under the Exchange ActNew York Stock Exchange, as applicable, to appoint, compensate, retain and oversee the work of the registered public accounting firm Covisint AMTD International engages. (ii) Until the first Compuware AMTD Parent fiscal year end occurring after the Distribution Control Ending Date, Covisint AMTD International shall provide Compuware to AMTD Parent as much prior notice as reasonably practical of any change in CovisintAMTD International’s Auditors for purposes of providing an opinion on its consolidated financial statements.

Selection of Auditors. (i) Until the first Compuware Dell Technologies fiscal year end occurring after the Distribution Date, Covisint Pivotal shall use commercially its reasonable best efforts to select the independent certified public accountants (“CovisintPivotal’s Auditors”) used by Compuware Dell Technologies to serve as its Pivotal’s (and its Subsidiaries’) independent certified public accountants (“Compuware’s Dell Technologies’ Auditors” and, for the avoidance of doubt, should Compuware Dell Technologies at any time change the accounting firm serving as its independent certified public accountants, Compuware’s Auditors “Dell Technologies’ Auditors” shall thereafter mean the new firm serving as Compuware’s Dell Technologies’ independent certified public accountants) for purposes of providing an opinion on its consolidated financial statements; provided, however, that CovisintPivotal’s Auditors may be different from Compuware’s Dell Technologies’ Auditors if necessary to comply with applicable laws regarding auditor independence and qualifications (provided, howeverfurther, that Covisint Pivotal shall not take any actions, and shall use commercially its reasonable best efforts to cause its directors, officers and employees not to take any actions, that could reasonably be expected to require Covisint Pivotal to engage auditors other than Compuware’s Dell Technologies’ Auditors). The foregoing shall not be construed after Covisint conducts an IPO so as to unlawfully limit any responsibility of the audit committee of CovisintPivotal’s board of directors, pursuant to Rule 10A-3(b)(2) (or any successor rule to similar effect) promulgated under the Exchange Act, to appoint, compensate, retain and oversee the work of the independent registered public accounting firm Covisint Pivotal engages. (ii) Until the first Compuware Dell Technologies fiscal year end occurring after the Distribution Date, Covisint Pivotal shall provide Compuware Dell Technologies as much prior notice as reasonably practical of any change in CovisintPivotal’s Auditors for purposes of providing an opinion on its consolidated financial statements.

Selection of Auditors. (i) Until For so long as Blyth is required to consolidate the first Compuware fiscal year end occurring after results of operations and financial position of ViSalus and any other members of the Distribution DateViSalus Group or to account for its investment in ViSalus under the equity method of accounting (determined in accordance with United States generally accepted accounting principles consistently applied and consistent with SEC reporting requirements) (the “Accounting Requirements Period”), Covisint ViSalus shall use commercially its reasonable best efforts to select the independent certified public accountants used by Blyth (“CovisintBlyth’s Auditors”” and, for the avoidance of doubt, should Blyth at any time change the accounting firm serving as its independent certified public accountants, “Blyth’s Auditors” shall thereafter mean the new firm serving as Blyth’s independent certified public accountants) used by Compuware to serve as its (and its Subsidiaries’) independent certified public accountants (“Compuware’s ViSalus’ Auditors” and, for the avoidance of doubt, should Compuware at any time change the accounting firm serving as its independent certified public accountants, Compuware’s Auditors shall thereafter mean the new firm serving as Compuware’s independent certified public accountants”) for purposes of providing an opinion on its consolidated financial statements; provided, however, that Covisint’s ViSalus’ Auditors may be different from CompuwareBlyth’s Auditors if necessary to comply with applicable laws regarding auditor independence and qualifications (providedprovided further, however, that Covisint ViSalus shall not take any actions, and shall use commercially its reasonable best efforts to cause its directors, officers and employees not to take any actions, that could reasonably be expected to require Covisint ViSalus to engage auditors other than CompuwareBlyth’s Auditors). The foregoing shall not be construed after Covisint ViSalus conducts an IPO so as to unlawfully limit any responsibility of the audit committee of Covisint’s ViSalus’ board of directors, pursuant to Rule 10A-3(b)(2) (or any successor rule to similar effect) promulgated under the Exchange Act), to appoint, compensate, retain and oversee the work of the registered public accounting firm Covisint ViSalus engages. (ii) Until the first Compuware fiscal year end occurring after the Distribution Date, Covisint shall provide Compuware as much prior notice as reasonably practical of any change in Covisint’s Auditors for purposes of providing an opinion on its consolidated financial statements.

Selection of Auditors. (i) Until the first Compuware AMTD Parent fiscal year end occurring after the Distribution Control Ending Date, Covisint AMTD Digital shall use commercially its reasonable best efforts to select the independent certified registered public accountants accounting firm used by AMTD Parent (“Covisint’s Auditors”) used by Compuware to serve as its (and its Subsidiaries’) independent certified public accountants (“CompuwareAMTD Parent’s Auditors” and, for the avoidance of doubt, should Compuware AMTD Parent at any time change the independent registered public accounting firm serving as its independent certified public accountantsauditors, Compuware“AMTD Parent’s Auditors Auditors” shall thereafter mean the new firm serving as CompuwareAMTD Parent’s independent certified public accountantsauditors) to serve as its auditors (“AMTD Digital’s Auditors”) for purposes of providing an opinion on its consolidated financial statements; provided, however, that CovisintAMTD Digital’s Auditors may be different from CompuwareAMTD Parent’s Auditors if necessary to comply with applicable laws regarding auditor independence and qualifications (provided, however, that Covisint AMTD Digital shall not take any actions, and shall use commercially its reasonable best efforts to cause its directors, officers officers, and employees not to take any actions, that could reasonably be expected to require Covisint AMTD Digital to engage auditors other than CompuwareAMTD Parent’s Auditors). The After the Public Filing Date, the foregoing shall not be construed after Covisint conducts an IPO so as to unlawfully limit any responsibility of the audit committee of CovisintAMTD Digital’s board of directors, pursuant to SEC Rule 10A-3(b)(2) (and rules of the Nasdaq Global Market or any successor rule to similar effect) promulgated under the Exchange ActNew York Stock Exchange, as applicable, to appoint, compensate, retain and oversee the work of the registered public accounting firm Covisint AMTD Digital engages. (ii) Until the first Compuware fiscal year end occurring after the Distribution Date, Covisint shall provide Compuware as much prior notice as reasonably practical of any change in Covisint’s Auditors for purposes of providing an opinion on its consolidated financial statements.

Selection of Auditors. (i) Until the first Compuware UOL fiscal year end occurring after the Distribution DateUOL Group is no longer required to account for its investment in CMC on a consolidated basis or under the equity method of accounting (determined in accordance with GAAP consistently applied after consultation with the Auditors), Covisint CMC shall use commercially its reasonable best efforts to select the independent certified public accountants (“Covisint’s Auditors”) used by Compuware to serve as its UOL (and its Subsidiaries’) independent certified public accountants (“Compuware’s "UOL Auditors” " and, for the avoidance of doubt, should Compuware UOL at any time change the accounting firm serving as its independent certified public accountants, Compuware’s Auditors "UOL Auditors" shall thereafter mean the new firm serving as Compuware’s UOL's independent certified public accountants) to serve as the independent certified public accountants for CMC and its Subsidiaries ("CMC Auditors") for purposes of providing an opinion on its CMC's consolidated financial statements; provided, however, provided that Covisint’s CMC Auditors may be different from Compuware’s UOL Auditors if necessary to comply with applicable laws regarding auditor independence and qualifications (provided, however, qualifications; provided further that Covisint CMC shall not take any actions, and shall use commercially its reasonable best efforts to cause its directors, officers and employees not to take any actions, that could reasonably be expected to require Covisint CMC to engage auditors other than Compuware’s UOL Auditors). The foregoing shall not be construed after Covisint CMC conducts an IPO so as to unlawfully limit any responsibility of the audit committee of Covisint’s CMC's board of directors, pursuant to Rule 10A-3(b)(2) (or any successor rule to similar effect) promulgated under of the Exchange Act, to appoint, compensate, retain and oversee the work of the registered public accounting firm Covisint engagesCMC Auditors. (ii) Until the first Compuware UOL fiscal year end occurring after the Distribution DateUOL Group is no longer required to account for its investment in CMC on a consolidated basis or under the equity method of accounting (determined in accordance with GAAP consistently applied after consultation with the Auditors), Covisint CMC shall provide Compuware UOL with as much prior notice as reasonably practical of any change in Covisint’s CMC Auditors for purposes of providing an opinion on its consolidated financial statements.