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
(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; 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 AUTHORITY APPLICABLE TO SUCH CREDIT PARTY, THE
BUSINESS AND/OR SUCH CREDIT PARTY'S PROPERTIES OR OPERATIONS, INCLUDING, WITHOUT
LIMITATION, 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 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)
EVOLVING SYSTEMS HAS FILED ALL MATERIAL REPORTS, SCHEDULES, FORMS,
STATEMENTS AND OTHER DOCUMENTS (INCLUDING EXHIBITS AND OTHER INFORMATION
INCORPORATED THEREIN) WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC")
REQUIRED TO BE FILED BY EVOLVING SYSTEMS SINCE DECEMBER 31, 2002 (SUCH
DOCUMENTS, THE "SEC DOCUMENTS"). 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. AS OF
THEIR RESPECTIVE DATES, THE SEC DOCUMENTS COMPLIED IN ALL MATERIAL RESPECTS WITH
THE REQUIREMENTS OF THE SECURITIES ACT, OR THE EXCHANGE ACT, AS THE CASE MAY BE,
APPLICABLE TO SUCH SEC DOCUMENTS, AND NONE OF THE SEC DOCUMENTS CONTAINED ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MATERIALLY MISLEADING
AS OF THEIR RESPECTIVE DATES; PROVIDED THAT NOTWITHSTANDING ANYTHING ELSE
CONTAINED IN THIS
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AGREEMENT OR ANY LOAN DOCUMENT, NONE OF THE CREDIT PARTIES MAKE ANY
REPRESENTATION, WARRANTY OR GUARANTY AS TO ANY PROJECTIONS FURNISHED TO AGENT OR
THE LENDERS (EXCEPT THAT SUCH PROJECTIONS HAVE BEEN PREPARED BY