ESP Audited Financial Statements definition

ESP Audited Financial Statements means the balance sheets, income statements, statements of stockholders equity, and statements of cash flows or, in each instance, as of (i) April 30, 2011, and (ii) April 30, 2010, as reported on by the ESP Auditors, and included in ESP’s Form 10-K, including any amendments, filed with the SEC for the fiscal year ended on April 30, 2011;

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Examples of ESP Audited Financial Statements in a sentence

• There is no transaction, arrangement or other relationship among ESP or its subsidiary and an unconsolidated or other off balance sheet entity that is not disclosed in the ESP Audited Financial Statements and ESP Unaudited Financial Statements or that otherwise could be reasonably likely to have a Material Adverse Effect on ESP.

• The ESP Audited Financial Statements were prepared in accordance with U.S. GAAP, and fairly and accurately specify the financial situation and condition of ESP as at the dates and for the periods indicated.

• The ESP Unaudited Financial Statements were prepared in a manner consistent with the basis of presentation used in the ESP Audited Financial Statements and fairly present the financial situation and condition of ESP as at and for the periods indicated, subject to normal year-end adjustments, none of which will be material.

• ESP has good and marketable title in fee simple to all personal property owned by it, other than ESP Intellectual Property, which is contemplated by Section 2.16 hereof, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the ESP Audited Financial Statements and ESP Unaudited Financial Statements, except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect on ESP.

• All of the historical financial statements contained in the ESP Audited Financial Statements and the ESP Unaudited Financial Statements were prepared from the books and records of ESP.