PERIODS
REFERRED TO IN SUCH FINANCIAL STATEMENTS, ALL IN ACCORDANCE WITH GAAP. THE
FINANCIAL STATEMENTS REFERRED TO IN THIS SECTION 3.4 REFLECT THE CONSISTENT
APPLICATION OF SUCH ACCOUNTING PRINCIPLES THROUGHOUT THE PERIODS INVOLVED.
3.5.
BOOKS AND RECORDS.
PART 3.5 OF THE DISCLOSURE SCHEDULE CONTAINS A COMPLETE AND ACCURATE GENERAL
LEDGER AS OF MARCH 31, 2007. PART 3.5 OF THE DISCLOSURE SCHEDULE ALSO CONTAINS A
COMPLETE AND ACCURATE CUSTOMER LIST, STATING THE CUSTOMER'S FULL NAME, SHIPPING
ADDRESS AND BILLING ADDRESS, AS OF JUNE 19, 2007. THE BOOKS OF ACCOUNT, MINUTE
BOOKS, STOCK RECORD BOOKS, AND OTHER RECORDS OF GISH, ALL OF WHICH HAVE BEEN
MADE AVAILABLE TO BUYER, ARE COMPLETE AND CORRECT AND HAVE BEEN MAINTAINED IN
ACCORDANCE WITH SOUND BUSINESS PRACTICES.
THE MINUTE BOOKS OF GISH CONTAIN
ACCURATE AND COMPLETE RECORDS OF ALL MEETINGS HELD OF, AND CORPORATE ACTION
TAKEN BY, THE STOCKHOLDERS AND THE BOARD OF DIRECTORS OF GISH, AND NO MEETING OF
ANY SUCH STOCKHOLDERS OR BOARD OF DIRECTORS HAS BEEN HELD FOR WHICH MINUTES HAVE
NOT BEEN PREPARED AND ARE NOT CONTAINED IN SUCH MINUTE BOOKS.
AT THE CLOSING,
ALL OF THOSE BOOKS AND RECORDS WILL BE IN THE POSSESSION OF GISH.
3.6.
TITLE TO PROPERTIES; ENCUMBRANCES.
PART 3.6 OF THE DISCLOSURE SCHEDULE CONTAINS A COMPLETE AND ACCURATE LIST OF ALL
REAL PROPERTY, LEASEHOLDS, OR OTHER INTERESTS THEREIN OWNED BY GISH.
GISH OWNS
(WITH GOOD AND MARKETABLE TITLE IN THE CASE OF REAL PROPERTY, SUBJECT ONLY TO
THE MATTERS PERMITTED BY THE FOLLOWING SENTENCE) ALL THE PROPERTIES AND ASSETS
(WHETHER REAL, PERSONAL, OR MIXED AND WHETHER TANGIBLE OR INTANGIBLE) THAT IT
PURPORTS TO OWN, INCLUDING ALL OF THE PROPERTIES AND ASSETS REFLECTED IN THE
BALANCE SHEET (EXCEPT FOR ASSETS HELD UNDER CAPITALIZED LEASES DISCLOSED IN
PART 3.6 OF THE DISCLOSURE SCHEDULE AND PERSONAL PROPERTY SOLD SINCE THE DATE OF
THE BALANCE SHEET IN THE ORDINARY COURSE OF BUSINESS), AND ALL OF THE PROPERTIES
AND ASSETS PURCHASED OR OTHERWISE ACQUIRED BY GISH SINCE THE DATE OF THE BALANCE
SHEET (EXCEPT FOR PERSONAL PROPERTY ACQUIRED AND SOLD SINCE THE DATE OF THE
BALANCE SHEET IN THE ORDINARY COURSE OF BUSINESS AND CONSISTENT WITH PAST
PRACTICE), OTHER THAN
19
INVENTORY AND SHORT-TERM INVESTMENTS, ARE LISTED IN PART 3.6 OF THE DISCLOSURE
SCHEDULE.
ALL MATERIAL PROPERTIES AND ASSETS REFLECTED IN THE BALANCE SHEET ARE
FREE AND CLEAR OF ALL ENCUMBRANCES AND ARE NOT, IN THE CASE OF REAL PROPERTY,
SUBJECT TO ANY RIGHTS OF WAY, BUILDING USE RESTRICTIONS, EXCEPTIONS, VARIANCES,
RESERVATIONS, OR LIMITATIONS OF ANY NATURE EXCEPT, WITH RESPECT TO ALL SUCH
PROPERTIES AND ASSETS, (A) MORTGAGES OR SECURITY INTERESTS SHOWN ON THE BALANCE
SHEET AS SECURING SPECIFIED LIABILITIES OR OBLIGATIONS, WITH RESPECT TO WHICH NO
DEFAULT (OR EVENT THAT, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A
DEFAULT) EXISTS, (B) MORTGAGES OR SECURITY INTERESTS INCURRED IN CONNECTION WITH
THE PURCHASE OF PROPERTY OR ASSETS AFTER THE DATE OF THE BALANCE SHEET (SUCH
MORTGAGES AND SECURITY INTERESTS BEING LIMITED TO THE PROPERTY OR ASSETS SO
ACQUIRED), WITH