Common use of No Violation of Law; Permits Clause in Contracts

No Violation of Law; Permits. The business of Brekford and each of its Subsidiaries is not being conducted in violation of any statute, law, ordinance, rule, regulation, judgment, order or decree of any domestic or foreign governmental, regulatory or judicial entity (including any stock exchange or other self-regulatory body) (“Legal Requirements”), or in violation of any permits, franchises, licenses, approvals, tariffs and other authorizations or consents that are granted by any domestic or foreign government or regulatory or judicial entity (including any stock exchange or other self-regulatory body) (“Permits”), except for possible violations of any Legal Requirements, or violations of any Permits, none of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Brekford. Brekford and each of its Subsidiaries have all Permits that are required in connection with the operation of their businesses (collectively, “Required Permits”), and no proceedings are pending or, to the knowledge of Brekford, threatened to revoke or limit any Required Permit, except, in each case, those the absence or violation of which do not and will not have a Material Adverse Effect on Brekford. Except as set forth on Schedule 4.9 hereto, (a) to Brekford’s knowledge, no investigation or review by any domestic or foreign governmental or regulatory entity (including any stock exchange or other self-regulatory body) with respect to Brekford or any of its Subsidiaries in relation to any alleged violation of law or regulation is pending or threatened, and (b) no governmental or regulatory entity (including any stock exchange or other self-regulatory body) has notified Brekford of its intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Brekford. Except as set forth on Schedule 4.9 hereto, neither Brekford nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any court, governmental entity or regulatory agency that materially restricts the conduct of its business or which could reasonably be expected to have a Material Adverse Effect on Brekford, or would prevent or delay the consummation of the transactions contemplated by this Agreement, nor has Brekford or any of its Subsidiaries been advised that any court, governmental entity or regulatory agency is considering issuing or requesting any of the foregoing. Brekford and each of its Subsidiaries and affiliates has complied with all material federal and state regulatory reporting requirements necessary for the lawful provision of services or products currently offered by Brekford or such Subsidiaries or affiliate.

No Violation of Law; Permits. The business of Brekford the Company and each of its Subsidiaries is not being conducted in violation of any statute, law, ordinance, rule, regulation, judgment, order or decree of any domestic or foreign governmental, regulatory or judicial entity (including any stock exchange or other self-regulatory body) (“Legal Requirements”), or in violation of any permits, franchises, licenses, approvals, tariffs and other authorizations or consents that are granted by any domestic or foreign government or regulatory or judicial entity (including any stock exchange or other self-regulatory body) (“Permits”), except for possible violations of any Legal Requirements, or violations of any Permits, none of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Brekfordthe Company. Brekford The Company and each of its Subsidiaries have all Permits that are required in connection with the operation of their businesses (collectively, “Company Required Permits”), and no proceedings are pending or, to the knowledge of Brekfordthe Company, threatened to revoke or limit any Company Required Permit, except, in each case, those the absence or violation of which do not and will not have a Material Adverse Effect on Brekfordthe Company. Except as set forth on Schedule 4.9 5.8 hereto, (a) to Brekfordthe Company’s knowledge, no investigation or review by any domestic or foreign governmental or regulatory entity (including any stock exchange or other self-regulatory body) with respect to Brekford the Company or any of its Subsidiaries in relation to any alleged violation of law or regulation is pending or threatened, and (b) no governmental or regulatory entity (including any stock exchange or other self-regulatory body) has notified Brekford the Company of its intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Brekfordthe Company. Except as set forth on Schedule 4.9 5.8 hereto, neither Brekford the Company nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any court, governmental entity or regulatory agency that materially restricts the conduct of its business or which could reasonably be expected to have a Material Adverse Effect on Brekfordthe Company, or would prevent or delay the consummation of the transactions contemplated by this Agreement, nor has Brekford the Company or any of its Subsidiaries been advised that any court, governmental entity or regulatory agency is considering issuing or requesting any of the foregoing. Brekford and each of its Subsidiaries and affiliates has complied with all material federal and state regulatory reporting requirements necessary for the lawful provision of services or products currently offered by Brekford or such Subsidiaries or affiliate.

No Violation of Law; Permits. The business of Brekford ---------------------------- Telco and each of its Subsidiaries is not being conducted in violation of any statute, law, ordinance, rule, regulation, judgment, order or decree of any domestic or foreign governmental, regulatory governmental or judicial entity (including any stock exchange or other self-regulatory body) (“"Legal Requirements”"), or in violation of any permits, franchises, licenses, approvals, tariffs and other authorizations or consents that are granted by any domestic or foreign government or regulatory or judicial entity (including any stock exchange or other self-regulatory body) (“"Permits”"), except for possible violations of any Legal Requirements, Requirements or violations of any Permits, Permits none of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on BrekfordTelco. Brekford Telco and each of its Subsidiaries have all Permits that are required in connection with the operation of their businesses (collectively, “"Required Permits”"), and no proceedings are pending or, to the knowledge of BrekfordTelco, threatened to revoke or limit any Required Permit, except, in each case, those the absence or violation of which do not and will not have a Material Adverse Effect on BrekfordTelco. Except as set forth on Schedule 4.9 hereto, (a) to Brekford’s Telco's knowledge, no investigation or review by any domestic or foreign governmental or regulatory entity (including any stock exchange or other self-regulatory body) with respect to Brekford Telco or any of its Subsidiaries in relation to any alleged violation of law or regulation is pending or threatened, and (b) no governmental or regulatory entity (including any stock exchange or other self-regulatory body) has notified Brekford Telco of its intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on BrekfordTelco. Except as set forth on Schedule 4.9 hereto, neither Brekford Telco nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any court, governmental entity or regulatory agency that materially restricts the conduct of its business or which could reasonably be expected to have a Material Adverse Effect on BrekfordTelco, or would prevent or delay the consummation of the transactions contemplated by this Agreement, nor has Brekford Telco or any of its Subsidiaries been advised that any court, governmental entity or regulatory agency is considering issuing or requesting any of the foregoing. Brekford Telco and each of its Subsidiaries and affiliates has complied with all material federal and state regulatory reporting requirements necessary for the lawful provision of the telecommunications services or products currently offered by Brekford Telco or such Subsidiaries Subsidiary or affiliate.

No Violation of Law; Permits. The business of Brekford Qwest and each of its Subsidiaries is not being conducted in violation of any statute, law, ordinance, rule, regulation, judgment, order or decree of any domestic Governmental or foreign governmentalRegulatory Authority (including, regulatory or judicial entity (including without limitation, any stock exchange or other self-regulatory body) (“"Legal Requirements”"), or in violation of any permits, franchises, licenses, privileges, immunities, approvals, tariffs and other certificates, orders, authorizations or consents that are granted by any domestic Governmental or foreign government or regulatory or judicial entity Regulatory Authority (including including, without limitation, any stock exchange or other self-regulatory body) (“"Permits”"), except for possible violations of any Legal Requirements, or violations of any Permits, none of which, individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect on Brekford. Brekford and each of its Subsidiaries have all Permits that are required in connection with the operation of their businesses (collectively, “Required Permits”), and no proceedings are pending or, to the knowledge of Brekford, threatened to revoke or limit any Required Permit, except, in each case, those the absence or violation of which do not and will not have a Material Adverse Effect on BrekfordQwest. Except as disclosed in Qwest SEC Reports and as set forth on Schedule 4.9 3.09 hereto, (a) to Brekford’s knowledgeno investigation, no investigation review or review proceeding by any domestic Governmental or foreign governmental or regulatory entity Regulatory Authority (including including, without limitation, any stock exchange or other self-regulatory body) with respect to Brekford Qwest or any of its Subsidiaries in relation to any alleged violation of law or regulation is pending or or, to Qwest's Knowledge, threatened, and nor has any Governmental or Regulatory Authority (b) no governmental or regulatory entity (including including, without limitation, any stock exchange or other self-regulatory body) has notified Brekford of its indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on BrekfordQwest. Except as set forth in the Qwest SEC Reports and on Schedule 4.9 3.09 hereto, neither Brekford Qwest nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any court, governmental entity Governmental or regulatory agency Regulatory Authority that materially restricts the conduct of its business or which could would reasonably be expected to have a Material Adverse Effect on Brekford, or would prevent or delay the consummation of the transactions contemplated by this AgreementQwest, nor has Brekford Qwest or any of its Subsidiaries been advised that any court, governmental entity Governmental or regulatory agency Regulatory Authority is considering issuing or requesting any of the foregoing. Brekford None of the representations and each of its Subsidiaries and affiliates has complied warranties made in this Section 3.09 are being made with all material federal and state regulatory reporting requirements necessary for the lawful provision of services or products currently offered by Brekford or such Subsidiaries or affiliaterespect to Environmental Laws.

No Violation of Law; Permits. The business of Brekford ---------------------------- EXCEL and each of its Subsidiaries is not being conducted in violation of any statute, law, ordinance, rule, regulation, judgment, order or decree of any domestic or foreign governmental, regulatory or judicial entity (including any stock exchange or other self-regulatory body) (“Legal Requirements”), or in violation of any permits, franchises, licenses, approvals, tariffs and other authorizations or consents that are granted by any domestic or foreign government or regulatory or judicial entity (including any stock exchange or other self-regulatory body) (“Permits”), except for possible violations of any Legal Requirements, or violations of any Permits, none of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on BrekfordEXCEL. Brekford EXCEL and each of its Subsidiaries have all Permits that are required in connection with the operation of their businesses (collectively, “"EXCEL Required Permits”"), and no proceedings are pending or, to the knowledge of BrekfordEXCEL, threatened to revoke or limit any EXCEL Required Permit, except, in each case, those the absence or violation of which do not and will not have a Material Adverse Effect on BrekfordEXCEL. Except as set forth on Schedule 4.9 5.8 hereto, (a) to Brekford’s EXCEL's knowledge, no investigation or review by any domestic or foreign governmental or regulatory entity (including any stock exchange or other self-regulatory body) with respect to Brekford EXCEL or any of its Subsidiaries in relation to any alleged violation of law or regulation is pending or threatened, and (b) no governmental or regulatory entity (including any stock exchange or other self-regulatory body) has notified Brekford EXCEL of its intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on BrekfordEXCEL. Except as set forth on Schedule 4.9 5.8 hereto, neither Brekford EXCEL nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any court, governmental entity or regulatory agency that materially restricts the conduct of its business or which could reasonably be expected to have a Material Adverse Effect on BrekfordEXCEL, or would prevent or delay the consummation of the transactions contemplated by this Agreement, nor has Brekford EXCEL or any of its Subsidiaries been advised that any court, governmental entity or regulatory agency is considering issuing or requesting any of the foregoing. Brekford EXCEL and each of its Subsidiaries and affiliates has complied with all material federal and state regulatory reporting requirements necessary for the lawful provision of the telecommunications services or products currently offered by Brekford EXCEL or such Subsidiaries Subsidiary or affiliate.

No Violation of Law; Permits. The business of Brekford Global and each of its Subsidiaries is not being conducted in violation of any statute, law, ordinance, rule, regulation, judgment, order or decree of any domestic Governmental or foreign governmentalRegulatory Authority (including, regulatory or judicial entity (including without limitation, any stock exchange or other self-regulatory body) (“"Legal Requirements”"), or in violation of any permits, franchises, licenses, privileges, immunities, approvals, tariffs and other certificates, orders, authorizations or consents that are granted by any domestic Governmental or foreign government or regulatory or judicial entity Regulatory Authority (including including, without limitation, any stock exchange or other self-regulatory body) (“"Permits”"), except for possible violations of any Legal Requirements, or violations of any Permits, none of which, individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect on Brekford. Brekford and each of its Subsidiaries have all Permits that are required in connection with the operation of their businesses (collectively, “Required Permits”), and no proceedings are pending or, to the knowledge of Brekford, threatened to revoke or limit any Required Permit, except, in each case, those the absence or violation of which do not and will not have a Material Adverse Effect on BrekfordGlobal. Except as disclosed in Global SEC Reports and as set forth on Schedule 4.9 hereto, (a) to Brekford’s knowledgeno investigation, no investigation review or review proceeding by any domestic Governmental or foreign governmental or regulatory entity Regulatory Authority (including including, without limitation, any stock exchange or other self-regulatory body) with respect to Brekford Global or any of its Subsidiaries in relation to any alleged violation of law or regulation is pending or or, to Global's Knowledge, threatened, and nor has any Governmental or Regulatory Authority (b) no governmental or regulatory entity (including including, without limitation, any stock exchange or other self-regulatory body) has notified Brekford of its indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on BrekfordGlobal. Except as set forth in the Global SEC Reports and on Schedule 4.9 hereto, neither Brekford Global nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any court, governmental entity Governmental or regulatory agency Regulatory Authority that materially restricts the conduct of its business or which could would reasonably be expected to have a Material Adverse Effect on Brekford, or would prevent or delay the consummation of the transactions contemplated by this AgreementGlobal, nor has Brekford Global or any of its Subsidiaries been advised that any court, governmental entity Governmental or regulatory agency Regulatory Authority is considering issuing or requesting any of the foregoing. Brekford None of the representations and each of its Subsidiaries and affiliates has complied warranties made in this Section 4.9 are being made with all material federal and state regulatory reporting requirements necessary for the lawful provision of services or products currently offered by Brekford or such Subsidiaries or affiliaterespect to Environmental Laws.

No Violation of Law; Permits. The business of Brekford U S WEST and each of its Subsidiaries is not being conducted in violation of any statute, law, ordinance, rule, regulation, judgment, order or decree of any domestic or foreign governmental, regulatory or judicial entity (including any stock exchange or other self-regulatory body) (“Legal Requirements”), Requirements or in violation of any permits, franchises, licenses, approvals, tariffs and other authorizations or consents that are granted by any domestic or foreign government or regulatory or judicial entity (including any stock exchange or other self-regulatory body) (“Permits”), except for possible violations of any Legal Requirements, or violations of any Permits, none of which, individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect on Brekford. Brekford and each of its Subsidiaries have all Permits that are required in connection with the operation of their businesses (collectively, “Required Permits”), and no proceedings are pending or, to the knowledge of Brekford, threatened to revoke or limit any Required Permit, except, in each case, those the absence or violation of which do not and will not have a Material Adverse Effect on BrekfordU S WEST. Except as disclosed in U S WEST SEC Reports and as set forth in the U S WEST SEC Reports and on Schedule 4.9 4.09 hereto, (a) to Brekford’s knowledgeno investigation, no investigation review or review proceeding by any domestic Governmental or foreign governmental or regulatory entity Regulatory Authority (including including, without limitation, any stock exchange or other self-self regulatory body) with respect to Brekford U S WEST or any of its Subsidiaries in relation to any alleged violation of law or regulation is pending or or, to U S WEST's Knowledge, threatened, and nor has any Governmental or Regulatory Authority (b) no governmental or regulatory entity (including including, without limitation, any stock exchange or other self-self regulatory body) has notified Brekford of its indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on BrekfordU S WEST. Except as set forth in the U S WEST SEC Reports and on Schedule 4.9 4.09 hereto, neither Brekford U S WEST nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any court, governmental entity Governmental or regulatory agency Regulatory Authority that materially restricts the conduct of its business or which could would reasonably be expected to have a Material Adverse Effect on Brekford, or would prevent or delay the consummation of the transactions contemplated by this AgreementU S WEST, nor has Brekford U S WEST or any of its Subsidiaries been advised that any court, governmental entity Governmental or regulatory agency Regulatory Authority is considering issuing or requesting any of the foregoing. Brekford None of the representations and each of its Subsidiaries and affiliates has complied warranties made in this Section 4.09 are being made with all material federal and state regulatory reporting requirements necessary for the lawful provision of services or products currently offered by Brekford or such Subsidiaries or affiliaterespect to Environmental Laws.

No Violation of Law; Permits. The business of Brekford U S WEST and each of its Subsidiaries is not being conducted in violation of any statute, law, ordinance, rule, regulation, judgment, order or decree of any domestic or foreign governmental, regulatory or judicial entity (including any stock exchange or other self-regulatory body) (“Legal Requirements”), Requirements or in violation of any permits, franchises, licenses, approvals, tariffs and other authorizations or consents that are granted by any domestic or foreign government or regulatory or judicial entity (including any stock exchange or other self-regulatory body) (“Permits”), except for possible violations of any Legal Requirements, or violations of any Permits, none of which, individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect on Brekford. Brekford and each of its Subsidiaries have all Permits that are required in connection with the operation of their businesses (collectively, “Required Permits”), and no proceedings are pending or, to the knowledge of Brekford, threatened to revoke or limit any Required Permit, except, in each case, those the absence or violation of which do not and will not have a Material Adverse Effect on BrekfordU S WEST. Except as disclosed in U S WEST SEC Reports and as set forth in the U S WEST SEC Reports and on Schedule 4.9 5.9 hereto, (a) to Brekford’s knowledgeno investigation, no investigation review or review proceeding by any domestic Governmental or foreign governmental or regulatory entity Regulatory Authority (including including, without limitation, any stock exchange or other self-regulatory body) with respect to Brekford U S WEST or any of its Subsidiaries in relation to any alleged violation of law or regulation is pending or or, to U S WEST's Knowledge, threatened, and nor has any Governmental or Regulatory Authority (b) no governmental or regulatory entity (including including, without limitation, any stock exchange or other self-regulatory body) has notified Brekford of its indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Brekford. U S WEST Except as set forth in the U S WEST SEC Reports and on Schedule 4.9 5.9 hereto, neither Brekford U S WEST nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any court, governmental entity Governmental or regulatory agency Regulatory Authority that materially restricts the conduct of its business or which could would reasonably be expected to have a Material Adverse Effect on Brekford, or would prevent or delay the consummation of the transactions contemplated by this AgreementU S WEST, nor has Brekford U S WEST or any of its Subsidiaries been advised that any court, governmental entity Governmental or regulatory agency Regulatory Authority is considering issuing or requesting any of the foregoing. Brekford None of the representations and each of its Subsidiaries and affiliates has complied warranties made in this Section 5.9 are being made with all material federal and state regulatory reporting requirements necessary for the lawful provision of services or products currently offered by Brekford or such Subsidiaries or affiliaterespect to Environmental Laws.

No Violation of Law; Permits. The business (a) Except as set forth in Section 3.12(a) of Brekford and each the Seller Disclosure Schedule, none of its Seller, the Selling Subsidiaries or the Transferred Companies or the Business is not being conducted or in the past three years has been in default under or in violation of of, or has been charged with any violation of, any law, statute, law, ordinanceorder, rule, regulation, judgment, order ordinance or decree of any domestic or foreign governmental, regulatory or judicial entity judgment (including any stock exchange applicable environmental, labor, export control or other self-regulatory bodyforeign corrupt practices law, ordinance, decree or regulation) (“Legal Requirements”)of any Governmental Authority to which Seller, the Selling Subsidiaries, or in violation the Transferred Companies, the Business or any of any permits, franchises, licenses, approvals, tariffs and other authorizations the Assets or consents Assumed Liabilities is or was subject. (b) The Assets include all Permits that are granted by any domestic now, or foreign government at the time of the Closing will be, used or regulatory held for use in or judicial entity otherwise necessary for the conduct of, the Business and the Assets (including any stock exchange or other self-regulatory body) (collectively, the “Business Permits”), except for possible violations the Excluded Permits and such Permits the absence of any Legal Requirements, or violations of any Permits, none of which, individually or in the aggregate, which could not reasonably be expected to have a Business Material Adverse Effect on BrekfordEffect. Brekford Section 3.12(b) of the Seller Disclosure Schedule contains a true and each complete list of its Subsidiaries all of the Business Permits, setting forth the owner, the function and the expiration and renewal dates of each. All the Business Permits have all Permits that been legally obtained and maintained and are required in connection with full force and effect. None of Seller, the operation Selling Subsidiaries, or the Transferred Companies, the Business or any of their businesses (collectively, “Required Permits”), and no proceedings are pending or, to the knowledge of Brekford, threatened to revoke or limit any Required Permit, except, Assets is in each case, those the absence or violation of which do not and will not have a Material Adverse Effect on Brekford. or is being operated in violation of the terms of any Business Permit. (c) Except as set forth on Schedule 4.9 heretoin Section 3.12(c) of the Seller Disclosure Schedule, neither the execution and delivery of this Agreement nor the performance of any of the transactions contemplated hereby will: (i) require any assignment, consent, waiver or other action in respect of any Business Permit; (ii) result in the termination or modification of any Business Permit; or (iii) result in a need for additional Permits. (d) Without limiting the generality of paragraph (a) to Brekford’s knowledgeabove, no investigation or review by any domestic or foreign governmental or regulatory entity all Business Permits required under PRC law for the due and proper establishment and operation of each Seller Subsidiary and each Transferred Company (including any stock exchange or other self-regulatory bodythan Han Consulting) with respect to Brekford or any of its Subsidiaries in relation to any alleged violation of law or regulation is pending or threatened, and (b) no governmental or regulatory entity (including any stock exchange or other self-regulatory body) has notified Brekford of its intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Brekford. Except as set forth on Schedule 4.9 hereto, neither Brekford nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any court, governmental entity or regulatory agency that materially restricts the conduct of its the business of each Seller Subsidiary and each Transferred Company (other than Han Consulting) have been duly obtained from the relevant PRC authorities and are in full force and effect. All filings and registrations with the relevant PRC authorities required in respect of each Seller Subsidiary and each Transferred Company (other than Han Consulting) and their respective operations, including but not limited to registration with MOFCOM, the State Administration for Industry and Commerce, the State Administration of Foreign Exchange or which could reasonably be expected to their respective local branches, and the relevant tax bureau, customs authorities and product registration authorities, have a Material Adverse Effect on Brekfordbeen duly completed in accordance with the relevant PRC rules and regulations. (e) To the best knowledge of Seller, or would prevent or delay the consummation of there are no circumstances that will result in the transactions contemplated by this Agreement, nor has Brekford Agreement or any of its Subsidiaries been advised that any court, governmental entity or regulatory agency is considering issuing or requesting any other Transaction Document to be invalidated under the relevant provisions of the foregoing. Brekford and each bankruptcy, liquidation or insolvency Laws of its Subsidiaries and affiliates has complied with all material federal and state regulatory reporting requirements necessary for the lawful provision of services or products currently offered by Brekford or such Subsidiaries or affiliatePRC.