and records of such Credit Party, (b) have
been prepared in accordance with GAAP on a consistent basis throughout the
indicated periods, subject to, in the case of interim unaudited financial
statements, the lack of footnote disclosure and normal year-end adjustments, and
(c) present fairly in all material respects the consolidated financial position
and results of operations of such Credit Party and its consolidated Subsidiaries
at the dates and for the relevant periods indicated in accordance with GAAP on a
basis consistently applied.
Except as (a) listed on Schedule 5.9 and for items
arising after the Closing Date, disclosed to Agent in accordance with
Section 6.1 and (b) permitted under this Agreement and not required to be
disclosed on a Credit Party's financial statements under GAAP, the Credit
Parties have no material obligations or liabilities of any kind that are not
disclosed in such financial statements, and since the date of the most recent
financial statements submitted to Agent and Lenders, there has not occurred any
Material Adverse Effect or, to Credit Parties' knowledge, any event or condition
that would reasonably be expected to result in a Material Adverse Effect.
5.10
COMPLIANCE WITH LAW; ERISA, PENSIONS; BUSINESS
(A)
EXCEPT AS SET FORTH ON SCHEDULE 5.10(C), EACH CREDIT PARTY (A) IS
IN COMPLIANCE WITH ALL LAWS, STATUTES, RULES, REGULATIONS, ORDINANCES AND
TARIFFS OF ANY GOVERNMENTAL
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AUTHORITY APPLICABLE TO SUCH CREDIT PARTY, THE BUSINESS AND/OR SUCH CREDIT
PARTY'S PROPERTIES OR OPERATIONS, INCLUDING, WITHOUT LIMITATION AND WHERE
APPLICABLE, ERISA AND ANY OTHER LAWS OR REGULATIONS PERTAINING TO THE BUSINESS,
AND (B) IS NOT IN VIOLATION OF ANY ORDER OF ANY GOVERNMENTAL AUTHORITY OR OTHER
BOARD OR TRIBUNAL, EXCEPT, IN THE CASE OF BOTH (A) AND (B), WHERE ANY SUCH
NONCOMPLIANCE OR VIOLATION WOULD NOT REASONABLY BE EXPECTED TO RESULT IN, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
THERE IS NO EVENT,
FACT, CONDITION OR CIRCUMSTANCE KNOWN TO A CREDIT PARTY WHICH, WITH NOTICE OR
PASSAGE OF TIME, OR BOTH, WOULD CONSTITUTE OR RESULT IN ANY NONCOMPLIANCE WITH,
OR ANY VIOLATION OF, ANY OF THE FOREGOING, IN EACH CASE EXCEPT WHERE ANY SUCH
NONCOMPLIANCE OR VIOLATION WOULD NOT REASONABLY BE EXPECTED TO RESULT IN, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
(B)
NO SUBSIDIARY OF EVOLVING SYSTEMS IS REQUIRED TO FILE, OR FILES,
ANY FORM, REPORT OR OTHER DOCUMENT WITH THE SEC OR SIMILAR FOREIGN GOVERNMENTAL
AUTHORITY REGULATING PUBLIC ISSUANCE OF SECURITIES.
(C)
NO CREDIT PARTY OR ANY OF ITS SUBSIDIARIES HAS AT ANY TIME
OPERATED OR HAD MAINTAINED FOR THE BENEFIT OF IT AND/OR ANY OF ITS EMPLOYEES A
DEFINED BENEFIT OCCUPATION PENSION SCHEME OTHER THAN AS LISTED IN SCHEDULE 5.10.
(D)
EXCEPT AS SET FORTH ON SCHEDULE 5.10(C), NO CREDIT PARTY SUBJECT
TO ERISA HAS (I) ENGAGED IN ANY "PROHIBITED TRANSACTIONS," AS DEFINED IN
SECTION 406 OF ERISA AND SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, (II) FAILED TO
MEET ANY APPLICABLE MINIMUM