Common use of Loan Documents and Related Documents Clause in Contracts

Loan Documents and Related Documents. The execution, delivery and performance by each Credit Party of the Loan Documents and the Related Documents to which it is a party, and the consummation of the transactions contemplated thereby, (a) have been duly authorized by all requisite corporate, partnership or limited liability company action of such Credit Party and have been duly executed and delivered by or on behalf of such Credit Party; (b) do not violate any provisions of (i) any law, statute, rule, regulation, ordinance or tariff applicable to such Credit Party, (ii) any order of any Governmental Authority binding on such Credit Party or any of its properties, or (iii) the certificate of incorporation or bylaws (or any other equivalent governing agreement or document) of such Credit Party, or any agreement between such Credit Party and its shareholders, members, partners or equity owners or among any such shareholders, members, partners or equity owners; (c) are not in conflict with, and do not result in a breach or default of or constitute an event of default, or an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, any indenture, agreement or other instrument to which such Credit Party is a party, or by which the properties or assets of such Credit Party are bound, the effect of which would reasonably be expected to be, have or result in a Material Adverse Effect; (d) except as set forth in the Loan Documents will not result in the creation or imposition of any Lien of any nature upon any of the properties or assets of any Credit Party; and (e) except for filings in connection with the perfection of Agent's Liens, filing of the Certificate of Merger with the Secretary of State of the State of Delaware and as set forth on Schedule 5.2, do not require the consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person. When executed and delivered, each of the Loan Documents and the Related Documents to which such Credit Party is a party will constitute the legal, valid and binding obligation of each Credit Party, enforceable against such Credit Party in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity). The Merger Documents are in form and substance sufficient to effectuate the Merger in accordance with the Merger Documents and applicable law. Upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the Merger shall have been consummated and become effective in accordance with the terms of the Merger Documents and applicable law.

Loan Documents and Related Documents. The execution, delivery and performance by each Credit Party of the Loan Documents, the Term Loan Documents and the Related Documents to which it is a party, and the consummation by such Credit Party of the transactions contemplated thereby, (a) have been duly authorized by all requisite corporate, partnership or partnership, limited liability company or other company, as the case may be, action of such Credit Party Party, and such Loan Documents, Term Loan Documents and Related Documents to which it is a party have been duly executed and delivered by or on behalf of such Credit Party; (b) do not violate any provisions of (i) any applicable law, statute, rule, regulation, ordinance or tariff applicable to such Credit Partytariff, (ii) any order order, injunction, writ or decree of any Governmental Authority binding on such Credit Party or any of its propertiestheir respective Properties, or (iii) the certificate of incorporation or bylaws (or any other equivalent governing agreement or document) Organizational Documents of such Credit Party, or any agreement between such Credit Party and its shareholders, members, partners or equity owners or or, to the knowledge of the Credit Parties, among any such shareholders, members, partners or equity owners; (c) are not in conflict with, and do not result in a breach or default of or constitute an event of default, or an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, any indenture, agreement or other instrument to which such Credit Party is a party, or by which the properties or assets Properties of such Credit Party are bound, the effect of which would reasonably be expected to beresult in, have either individually or result in the aggregate, a Material Adverse Effect; (d) except as set forth in contemplated or expressly permitted by the Loan Documents and the Term Loan Documents, will not result in the creation or imposition of any Lien of any nature upon any of the properties Collateral or assets other material Properties of any Credit Party; and (e) except for filings in connection with the perfection of Agent's Liens, filing and/or registration of the Certificate of Merger Liens created by the Security Documents, filings required to be made by Evolving Systems with the Secretary SEC under the Securities Exchange Act of State of the State of Delaware 1934, as amended, and as set forth on Schedule 5.2rules and regulations thereunder, and consents, approvals authorizations, filings, registrations and qualifications that have been obtained, made or done, do not require the consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person. When executed and delivered, each Each of the Loan Documents, the Term Loan Documents and the Related Documents to which such each Credit Party Party, is a party will constitute constitutes the legal, valid and binding obligation of each such Credit Party, enforceable against such Credit Party in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' ’ rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity). The Merger Documents are in form and substance sufficient to effectuate the Merger in accordance with the Merger Documents and applicable law. Upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the Merger shall have been consummated and become effective in accordance with the terms of the Merger Documents and applicable law.

Loan Documents and Related Documents. The execution, delivery and performance by each Credit Party of the Loan Documents and the Related Documents to which it is a party, and the consummation by such Credit Party of the transactions contemplated thereby, (a) have been duly authorized by all requisite corporate, partnership or limited liability company action of such Credit Party Party, and such Loan Documents and Related Documents have been duly executed and delivered by or on behalf of such Credit Party; (b) do not violate any provisions of (i) any applicable law, statute, rule, regulation, ordinance or tariff applicable to such Credit Partytariff, (ii) any order order, injunction, writ or decree of any Governmental Authority binding on such Credit Party or any of its propertiestheir respective Properties, or (iii) the certificate of incorporation or bylaws (or any other equivalent governing agreement or document) Organizational Documents of such Credit Party, or any agreement between such Credit Party and its shareholders, members, partners or equity owners or among any such shareholders, members, partners or equity owners; (c) are not in conflict with, and do not result in a breach or default of or constitute an event of default, or an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, any indenture, agreement or other instrument to which such Credit Party is a party, or by which the properties or assets Properties of such Credit Party are bound, the effect of which would reasonably could be expected to beresult in, have either individually or result in the aggregate, a Material Adverse Effect; (d) except as set forth in contemplated by the Loan Documents Security Documents, will not result in the creation or imposition of any Lien of any nature upon any of the properties or assets Properties of any Credit Party; and (e) except for filings in connection with the perfection of Agent's Liens, filing of the Certificate of Merger with Liens created by the Secretary of State of the State of Delaware and as set forth on Schedule 5.2Security Documents, do not require the consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person. When executed and delivered, each Each of the Loan Documents and the Related Documents to which such each Credit Party Party, is a party will constitute constitutes the legal, valid and binding obligation of each such Credit Party, enforceable against such Credit Party in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' ’ rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity). The Merger Documents are in form and substance sufficient to effectuate the Merger in accordance with the Merger Documents and applicable law. Upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the Merger shall have been consummated and become effective in accordance with the terms of the Merger Documents and applicable law.

Loan Documents and Related Documents. The execution, delivery and performance by each Credit Party of the Loan Documents and the Related Documents to which it is a party, and the consummation of the transactions contemplated thereby, (a) have been duly authorized by all requisite corporate, partnership or limited liability company action of such Credit Party and have been duly executed and delivered by or on behalf of such Credit Party; (b) do not violate any provisions of (i) any applicable law, statute, rule, regulation, ordinance or tariff applicable to such Credit Partytariff, (ii) any order of any Governmental Authority binding on such Credit Party or any of its properties, or (iii) the certificate or articles of incorporation incorporation, amalgamation or continuance or bylaws (or any other equivalent governing agreement or document) of such Credit Party, or any agreement between such Credit Party and its shareholders, members, partners or equity owners or among any such shareholders, members, partners or equity owners; (c) except as set forth in Schedule 5.2, are not in conflict with, and do not result in a breach or default of or constitute an event of default, or an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, any indenture, agreement or other instrument to which such Credit Party is a party, or by which the properties or assets of such Credit Party are bound, the effect of which would could reasonably be expected to be, have or result in a Material Adverse Effect; (d) except as set forth in the Loan Documents will not result in the creation or imposition of any Lien of any nature upon any of the properties or assets of any Credit Party; and (e) except for filings in connection with the perfection of Agent's Liens, filing of the Certificate of Merger with the Secretary of State of the State of Delaware and as set forth on Schedule 5.2, do not require the consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person. When executed and delivered, each of the Loan Documents and the Related Documents to which such Credit Party is a party will constitute the legal, valid and binding obligation of each Credit Party, enforceable against such Credit Party in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity). The Merger Documents are in form and substance sufficient to effectuate the Merger in accordance with the Merger Documents and applicable law. Upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the Merger shall have been consummated and become effective in accordance with the terms of the Merger Documents and applicable law.

Loan Documents and Related Documents. The execution, delivery and performance by each Credit Party of the Loan Documents and the Related Documents to which it is a party, and the consummation by such Credit Party of the transactions contemplated thereby, (a) have been duly authorized by all requisite corporate, partnership or limited liability company action action, as applicable, of such Credit Party Party, and such Loan Documents and Related Documents have been duly executed and delivered by or on behalf of such Credit Party; (b) do not violate any provisions of (i) any applicable law, statute, rule, regulation, ordinance or tariff applicable to such Credit Partytariff, (ii) any order order, injunction, writ or decree of any Governmental Authority binding on such Credit Party or any of its propertiestheir respective Properties, or (iii) the certificate of incorporation or bylaws (or any other equivalent governing agreement or document) Organizational Documents of such Credit Party, or any agreement between such Credit Party and its shareholders, members, partners or equity owners or among any such shareholders, members, partners or equity ownersowners (other than the Prior Online Benefits Shareholder Agreement, the violation of which could not reasonably be expected to have a Material Adverse Effect); (c) are not in conflict with, and do not result in a breach or default of or constitute an event of default, or an event, fact, condition or circumstance which, with notice or passage of time, or both, would constitute or result in a conflict, breach, default or event of default under, any indenture, agreement or other instrument to which such Credit Party is a party, or by which the properties or assets Properties of such Credit Party are bound, the effect of which would reasonably could be expected to beresult in, have either individually or result in the aggregate, a Material Adverse Effect; (d) except as set forth in contemplated by the Loan Documents Security Documents, will not result in the creation or imposition of any Lien of any nature upon any of the properties or assets Properties of any Credit Party; and (e) except for filings in connection with the perfection of Agent's Liens, filing of the Certificate of Merger with the Secretary of State of the State of Delaware and as set forth on Schedule 5.2, do not require the consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority or any other Person, except for (i) except for filings in connection with the perfection of the Liens created by the Security Documents, (ii) filing of a Form 8-K and certain of the Loan Documents and the Related Documents with the Securities and Exchange Commission, (iii) the filing of a notification form for the listing of additional shares with the NASDAQ stock market and (iv) the filing of a certificate of merger with the Delaware Secretary of State as contemplated by the Closing Date Acquisition Agreement. When executed and delivered, each Each of the Loan Documents and the Related Documents to which such a Credit Party Party, is a party will constitute constitutes the legal, valid and binding obligation of each such Credit Party, enforceable against such Credit Party in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' ’ rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity). The Merger Documents are in form and substance sufficient to effectuate the Merger in accordance with the Merger Documents and applicable law. Upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, the Merger shall have been consummated and become effective in accordance with the terms of the Merger Documents and applicable law.