CONSENT OR APPROVAL OR ANY ORDER OF ANY
GOVERNMENTAL OR PUBLIC AUTHORITY OR AGENCY IS REQUIRED FOR THE EXECUTION BY ANY
SELLER OF THIS AGREEMENT OR THE OTHER AGREEMENTS CONTEMPLATED HEREBY OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY BY ANY SELLER.
4.6.
PURCHASED ASSETS.
EXCEPT AS SET FORTH ON SCHEDULE 4.6, SELLERS
HAVE THE RIGHT TO TRANSFER THE PURCHASED ASSETS FREE AND CLEAR OF ALL LIENS AND
ENCUMBRANCES.
4.7.
COMPLIANCE WITH LAWS.
EXCEPT AS SET FORTH ON SCHEDULE 4.7, THE
BUSINESS IS BEING, AND DURING THE THIRTY-SIX (36) MONTH PERIOD PRIOR TO THE
CLOSING HAS BEEN CONDUCTED AND OPERATED IN COMPLIANCE IN ALL MATERIAL RESPECTS
WITH ALL DOMESTIC OR FOREIGN, FEDERAL, STATE OR LOCAL STATUTE, LAW, REGULATION,
CONSTITUTION, CODE, EDICT, PROCLAMATION, TREATY, RULING, PRONOUNCEMENT,
DECISION, OPINION, INTERPRETATION, ORDINANCE, RULE, REGULATION, ORDER, WRIT,
INJUNCTION, DIRECTIVE, JUDGMENT, PERMIT, LICENSE, DECREE OR OTHER REQUIREMENT
("APPLICABLE LAW") ISSUED, ENACTED, ADOPTED, PASSED, APPROVED, PROMULGATED,
MADE, IMPLEMENTED OR OTHERWISE PUT INTO EFFECT BY OR UNDER THE AUTHORITY OF ANY
APPLICABLE FOREIGN, DOMESTIC, FEDERAL, TERRITORIAL, STATE OR LOCAL GOVERNMENTAL
AUTHORITY, TRIBAL AUTHORITY, QUASI-GOVERNMENTAL AUTHORITY, INSTRUMENTALITY,
COURT, GOVERNMENT OR SELF-REGULATORY ORGANIZATION, COMMISSION, TRIBUNAL OR
ORGANIZATION OR ANY REGULATORY, ADMINISTRATIVE OR OTHER AGENCY, OR ANY POLITICAL
OR OTHER SUBDIVISION, DEPARTMENT OR BRANCH OF ANY OF THE FOREGOING
("GOVERNMENTAL AUTHORITY").
DURING THE TWENTY-FOUR (24) MONTH PERIOD PRIOR TO
THE CLOSING, NO SELLER HAS RECEIVED WRITTEN NOTIFICATION FROM ANY GOVERNMENTAL
AUTHORITY ASSERTING THAT THE CONDUCT OF THE BUSINESS IS NOT IN COMPLIANCE WITH
ANY APPLICABLE LAW.
SELLERS HAVE ALL PERMITS NECESSARY FOR THE CONDUCT AND
OPERATION OF THE BUSINESS AS CURRENTLY CONDUCTED, SUCH PERMITS ARE IN FULL FORCE
AND EFFECT, TO THE KNOWLEDGE OF THE SELLERS NO VIOLATIONS ARE OR HAVE BEEN
RECORDED IN RESPECT OF ANY THEREOF AND NO PROCEEDING IS PENDING OR, TO THE
KNOWLEDGE OF ANY SELLER, THREATENED TO REVOKE OR LIMIT ANY SUCH PERMIT.
SCHEDULE 4.7 CONTAINS A TRUE AND COMPLETE LIST OF ALL SUCH PERMITS UNDER WHICH
ANY SELLER IS OPERATING OR BOUND, AND SELLERS HAVE FURNISHED TO PURCHASER TRUE
AND COMPLETE COPIES THEREOF.
4.8.
REPORTS AND FINANCIAL STATEMENTS.
EXCEPT AS SET FORTH ON
SCHEDULE 4.8, EACH OF XCORPOREAL AND NQCI HAS TIMELY (INCLUDING ANY APPLICABLE
EXTENSIONS) FILED ALL REPORTS REQUIRED TO BE FILED BY IT WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") PURSUANT TO THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT"), SINCE DECEMBER 31, 2006 (COLLECTIVELY, THE
"COMPANY SEC REPORTS"), AND HAS PREVIOUSLY MADE AVAILABLE TO PURCHASER TRUE AND
COMPLETE COPIES OF ALL SUCH COMPANY SEC REPORTS.
SUCH COMPANY
8
SEC REPORTS, AS OF THEIR RESPECTIVE DATES, COMPLIED IN ALL MATERIAL RESPECTS
WITH THE APPLICABLE REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT, AS
THE CASE MAY BE, AND NONE OF SUCH COMPANY SEC REPORTS, AS OF THEIR RESPECTIVE
DATES, CONTAINED ANY UNTRUE STATEMENT OF MATERIAL FACT OR OMITTED TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE