Common use of Financial Statements; Liabilities Clause in Contracts

Financial Statements; Liabilities. (a) Section 3.6 of the Seller Disclosure Schedule contains the following financial statements (collectively, with any notes thereto, the “Financial Statements”): (i) the audited consolidated balance sheet and statements of operating income and expenses of the Transferred Entities as of and for the fiscal year ended December 31, 2021 and (ii) the unaudited balance sheet and statements of operating income and expenses of the Transferred Entities as of and for the year-to-date ended June 30, 2022 (the “Balance Sheet Date”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, the financial position and the results of operations of the Transferred Entities as of the respective dates thereof and for the respective periods covered, subject in the case of the unaudited financial statements to (A) the absence of footnote disclosures and other presentation items and (B) changes resulting from normal year-end adjustments. (b) There are no material liabilities or obligations of the Transferred Entities of the type required to be accrued on or reserved against in a consolidated balance sheet prepared in accordance with GAAP, other than those that (i) are reflected or reserved against on the Financial Statements or otherwise set forth in this Agreement, (ii) have been incurred in the ordinary course of business of the Transferred Entities since the Balance Sheet Date, (iii) are permitted or contemplated by this Agreement, (iv) have been discharged or paid off or (v) would not reasonably be expect to have, individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Liabilities. (a) Section 3.6 Schedule 3.6(a) of the Seller Parent Disclosure Schedule Schedules contains the following financial statements (collectively, with any notes thereto, the “Financial Statements”): a true and complete copy of (i) the audited consolidated balance sheet sheets and statements of operating income operations, equity and expenses cash flows of Tinet S.p.A. (“Tinet”), a corporation organized under the Transferred Entities laws of Italy and an indirect, wholly-owned subsidiary of Parent, as of and for the fiscal year ended December 31, 2021 2012 (the “Financial Statements”) and (ii) the unaudited balance sheet and statements of operating income and expenses of the Transferred Entities as of and for the year-to-date ended June 30Company at December 31, 2022 2012 (the “Balance Sheet DateUnaudited Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis GAAP, as at the dates and for the periods presented (except as may be noted thereinstated therein or in the notes thereto), consistently applied by Tinet, and present fairlyexcept as set forth on the Financial Statements fairly present, in all material respects, the financial position condition and the results of operations of the Transferred Entities Tinet as of the respective dates thereof and for date thereof. The Unaudited Financial Statements fairly represent in all material respects the respective periods covered, subject in the case financial condition of the unaudited financial statements Company as of December 31, 2012 (subject to (A) the absence of footnote disclosures and other presentation items items) and (B) changes resulting have been prepared from normal year-end adjustmentsand are in accordance with the books and records of the Company and U.S. GAAP. (b) There are no material liabilities or obligations None of the Transferred Entities Acquired Companies has any Liabilities of the a type required by GAAP to be accrued set forth on or reserved against in a consolidated balance sheet prepared in accordance with GAAPsheet, other than those that Liabilities (i) are reflected or reserved against on disclosed in the balance sheet included in the Unaudited Financial Statements or otherwise set forth in this AgreementStatements, (ii) have been set forth in Schedule 3.6(b) of the Parent Disclosure Schedules, (iii) incurred since December 31, 2012 in the ordinary course of business of the Transferred Entities since the Balance Sheet Date, (iii) are permitted or contemplated by this Agreementbusiness, (iv) have been discharged incurred in connection with this Agreement or paid off the transactions contemplated hereby or (v) that would not reasonably be expect to havenot, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

Financial Statements; Liabilities. (a) Section 3.6 Attached --------------------------------- hereto as Schedule 3.5 is a copy of the Seller Disclosure Schedule contains unaudited consolidated balance sheets of the following financial Business as of December 31, 1998 and the unaudited consolidated statements of operations for the year ended December 31, 1998 and cash flows for the Business for the six months ended December 31, 1998 (collectively, with any notes thereto, the “"Financial Statements”): (i) the audited consolidated balance sheet and statements of operating income and expenses of the Transferred Entities as of and for the fiscal year ended December 31, 2021 and (ii) the unaudited balance sheet and statements of operating income and expenses of the Transferred Entities as of and for the year-to-date ended June 30, 2022 (the “Balance Sheet Date”"). The Financial Statements have been -------------------- prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein, including no accrual for federal income taxes), and present fairly, in all material respects, the consolidated financial position and the consolidated results of operations of the Transferred Entities Business as of December 31, 1998, except that the respective dates thereof and for the respective periods covered, subject in the case Financial Statements (i) are not a complete set of the unaudited financial statements to required by GAAP, (Aii) the absence of do not have full footnote disclosures and other presentation items disclosure required by GAAP and (Biii) changes resulting from normal year-end adjustmentsdo not follow the presentation requirements of GAAP. (b) There are no material liabilities or obligations Liabilities of the Transferred Entities of the type required to be accrued on Company or reserved against in a consolidated balance sheet prepared in accordance with GAAPits Subsidiary, other than those that Liabilities (i) are reflected or reserved against on the Financial Statements or otherwise set forth in this Agreement, ; (ii) have been incurred since the date of the Financial Statements (A) in the ordinary course of business business, consistent with past practice, of the Transferred Entities since the Balance Sheet Date, (iii) are permitted or contemplated by this Agreement, (iv) have been discharged or paid off Company and its Subsidiary or (vB) except as do not or would not reasonably be expect expected to have, individually or in the aggregate, have a Material Adverse Effect; or (iii) that are specifically exempt from disclosure in the Disclosure Schedule pursuant to the express terms of the provisions of this Agreement (other than this Section 3.5(b)) requiring such disclosure.

Financial Statements; Liabilities. (a) Section 3.6 of the Seller Disclosure Schedule contains the following financial statements (collectively, with any notes thereto, the “Financial Statements”): SMIT has --------------------------------- delivered to SEACOR (i) the audited consolidated balance sheet and financial statements of operating income and expenses for each of the Transferred Entities as of and for JV Companies set forth on Schedule 4.6 (the fiscal year ended December 31, 2021 "JV Financial Statements") and (ii) the unaudited balance sheet and statements of operating income and expenses with respect to each of the Transferred Entities as of and for the year-to-date ended June 30, 2022 (the “Balance Sheet Date”). The JV Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, the financial position and the results of operations of the Transferred Entities as of the respective dates thereof and for the respective periods covered, subject in the case of the unaudited financial statements to (A) the absence of footnote disclosures and other presentation items and (B) changes resulting from normal year-end adjustments. (b) There are no material liabilities or obligations of the Transferred Entities of the type required to be accrued on or reserved against in a consolidated balance sheet that were not prepared in accordance with GAAP, other than those a statement indicating any material variations in accounting principles, practices and methods used in the preparation of such JV Financial Statements as compared to GAAP, together with a reconciliation (for each period that an income statement is presented) of net income to GAAP. Except as set forth on Schedule 4.6, the JV Financial Statements for each JV Company have been prepared on a basis consistent with prior periods and present fairly the financial position of such JV Company as at the dates of the balance sheet included therein and the results of operations and cash flows for the periods then ended. Except as set forth on Schedule 4.6, to the Sellers' Knowledge none of the JV Companies has, nor are any of their assets subject to, any liability, commitment, debt or obligation (of any kind whatsoever whether absolute or contingent, accrued, fixed, known, unknown, matured or unmatured), except (i) are as and to the extent reflected or reserved against on the latest balance sheet of such JV Company contained in the JV Financial Statements or otherwise set forth in this Agreement(the "JV Balance Sheets"), (ii) as may have been incurred or may have arisen since the date of such balance sheet in the ordinary course of business of the Transferred Entities since the Balance Sheet Date, (iii) and that are permitted or contemplated by this Agreement, (iv) have been discharged or paid off or (v) would not reasonably be expect to have, material individually or in the aggregate, a Material Adverse Effectaggregate or (iii) as permitted by this Agreement.

Financial Statements; Liabilities. (a) Section 3.6 of the Seller Company Disclosure Schedule Letter contains the following financial statements (collectively, with any notes thereto, the “Financial Statements”): (i) the audited consolidated balance sheet and statements statement of operating income and expenses of the Transferred Entities Company as of and for the fiscal year years ended December 31, 2021 2006, December 31, 2007 and (ii) December 31, 2008 and the unaudited consolidated balance sheet and statements statement of operating income and expenses of the Transferred Entities Company as of and for the yearfour-to-date month period ended June April 30, 2022 (2009. Except as noted or reflected therein, the “Balance Sheet Date”). The Financial Statements have been prepared in accordance with GAAP IFRS (or with respect April 30, 2009, follow IFRS principles and have been prepared by management in a manner consistent with prior interim principles) and provisions of the Companies Act applied on a consistent basis (except as may be noted therein)basis, and present fairly, in all material respects, the consolidated financial position and the consolidated results of operations of the Transferred Entities Company as of December 31, 2007, December 31, 2008 and April 30, 2009, except that the respective dates thereof Financial Statements as of April 30, 2009 do not include footnotes that would be required by IFRS and for the respective periods covered, subject in the case provisions of the unaudited financial statements Companies Act and are subject to (A) the absence of footnote disclosures and other presentation items and (B) changes resulting from normal year-end adjustmentsadjustments in the ordinary course. (b) There As of the date of this Agreement, there are no material liabilities or obligations of the Transferred Entities Company or any of its Subsidiaries of any nature, whether or not accrued, contingent or otherwise, that would be required by IFRS and provisions of the type required Companies Act to be accrued reflected on or reserved against in a consolidated balance sheet prepared in accordance with GAAPof the Company, other than those that (i) are reflected or reserved against on the Financial Statements or otherwise set forth in this Agreement, Statements; (ii) have been incurred in the ordinary course of business of the Transferred Entities since the Balance Sheet Date, Company and its Subsidiaries; (iii) are permitted or contemplated by this Agreement, (iv) have been discharged or paid off off; or (viv) would not reasonably be expect to haveare contemplated by this Agreement, individually or including in the aggregate, a Material Adverse Effectconnection with Section 6.21.

Financial Statements; Liabilities. (a) Section 3.6 Each of the Seller Disclosure Schedule contains balance sheets included in the following SEC Documents fairly presents in all material respects the financial position of the Company as of the respective dates thereof, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company for the respective periods or as of the respective dates set forth therein (collectively, with any the "Financial Statements"). As of the respective filing date for the applicable SEC Document in which it was included, each of the Financial Statements (including the notes thereto, ) complied in all material respects with the “Financial Statements”): (i) then-applicable accounting requirements and the audited consolidated balance sheet published rules and statements of operating income and expenses regulations of the Transferred Entities as of SEC with respect thereto, and for the fiscal year ended December 31, 2021 and (ii) the unaudited balance sheet and statements of operating income and expenses of the Transferred Entities as of and for the year-to-date ended June 30, 2022 (the “Balance Sheet Date”). The Financial Statements have been was prepared in accordance with GAAP accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, during the financial position and the results of operations of the Transferred Entities periods or as of the respective dates thereof involved, except as otherwise noted therein and for the respective periods coveredsubject, subject in the case of the unaudited interim financial statements statements, to (A) the absence of footnote disclosures and other presentation items and (B) changes resulting from normal year-end adjustments. (b) There are no material liabilities or obligations of the Transferred Entities Company of the type required any kind whatsoever, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to be accrued on or reserved against become due, in a consolidated balance sheet prepared in accordance with GAAPeach case, other than those that liabilities or obligations referenced (iwhether by value or otherwise) are or reflected or reserved against on in the SEC Documents, the Financial Statements or otherwise set forth disclosed in this Agreementthe notes thereto (i) incurred since December 31, (ii) have been incurred 2002 in the ordinary course of business of business; (ii) under this Agreement or in connection with the Transferred Entities since the Balance Sheet Date, transactions contemplated hereby; (iii) of the Company under the agreements, material contracts ("Contracts"), leases, or licenses to which they are permitted or contemplated by this Agreement, parties; and (iv) have been discharged or paid off or (v) which would not reasonably be expect to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Financial Statements; Liabilities. (a) Section 3.6 The Seller has previously furnished to the Buyer a copy of the Seller Disclosure Schedule contains the following financial statements of the Seller (collectively, with any notes thereto, collectively the “"Financial Statements”"): (i) audited balance sheets and the audited consolidated balance sheet and related statements of operating income and expenses of the Transferred Entities cash flow as of and for the fiscal year years ended December 31, 2021 1995, December 31, 1996 and December 31, 1997 (collectively, the "Audited Financial Statements"); (ii) the unaudited balance sheet sheets and the related statements of operating income and expenses of the Transferred Entities cash flow as of and for the year-to-date nine months ended June September 30, 2022 1998 (collectively, the “Balance Sheet Date”"Interim Financial Statements"); and (iii) unaudited balance sheets and related statements of income and cash flows prepared on a pro forma basis for the workwear lines of business for the years ended December 31, 1996, December 31, 1997, and December 31, 1998 (collectively, the "Pro Forma Financial Statements"). The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), throughout the periods covered thereby and present fairly, in all material respects, fairly the financial position of the Seller as of such dates and the results of operations of the Transferred Entities as of the respective dates thereof and Seller for the respective periods coveredsuch periods, subject subject, in the case of the unaudited financial statements Interim Financial Statements, to (A) year-end audit adjustments; provided, however, that both the absence of footnote disclosures Interim Financial Statements and Pro Forma Financial Statements may lack footnotes and other presentation items and (B) changes resulting from normal year-end adjustmentsitems. (b) There are no Except as set forth on Schedule 4.5(b), the Seller does not have any material liabilities indebtedness, liability or obligations obligation, absolute or contingent, of the Transferred Entities of the type a nature required to be accrued reflected on or reserved against in a consolidated balance sheet prepared in accordance with GAAP, other than those that than: (i) are liabilities fully and adequately reflected or reserved against on in the Interim Financial Statements or otherwise set forth in this Agreement, Statements; and (ii) have been liabilities incurred after September 30, 1998 in the ordinary course of business consistent with the past practices of the Transferred Entities since the Balance Sheet Date, (iii) are permitted or contemplated by this Agreement, (iv) have been discharged or paid off or (v) would not reasonably be expect to have, individually or in the aggregate, a Material Adverse EffectSeller.

Financial Statements; Liabilities. (a) Section 3.6 of the Seller Disclosure Schedule contains the following The consolidated financial statements (collectively, with any including the notes thereto, the “Financial Statements”): (i) the audited consolidated balance sheet and statements of operating income and expenses of the Transferred Entities as of and for Company included in the fiscal year ended December 31, 2021 and (ii) the unaudited balance sheet and statements of operating income and expenses of the Transferred Entities as of and for the year-to-date ended June 30, 2022 (the “Balance Sheet Date”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairlyCompany SEC Documents fairly presented, in all material respects, in accordance with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, in conformity with United States generally accepted accounting principles, consistently applied (“GAAP”) (except as may be indicated in the notes thereto), the consolidated financial position and the results of operations of the Transferred Entities Company and its consolidated Subsidiaries as of at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods coveredthen ended (subject, subject in the case of the unaudited financial statements statements, to (A) the absence of footnote disclosures and other presentation items and (B) changes resulting from normal year-end adjustmentsaudit adjustments and to any other adjustments described therein). (b) There are no material Neither the Company nor any of its Subsidiaries has any liabilities or obligations of the Transferred Entities of the type required to be accrued on any nature, whether or reserved against not accrued, contingent or otherwise, in a consolidated balance sheet prepared in accordance with GAAPeach case, other than those that than: (i) are liabilities or obligations reflected or reserved against on in the Financial Statements or otherwise set forth in this Agreement, Company SEC Documents; (ii) have been liabilities or obligations incurred in the ordinary course of business of the Transferred Entities since the Balance Sheet DateDecember 31, 2014; (iii) are permitted liabilities or obligations incurred in connection with the Merger or the other transactions contemplated by this Agreement, hereby; or (iv) liabilities or obligations that have been discharged or paid off or (v) not had and would not reasonably be expect expected to have, individually or in the aggregate, have a Company Material Adverse Effect.

Financial Statements; Liabilities. (a) Section 3.6 of the Seller Disclosure Schedule contains the following financial statements (collectively, with any notes thereto, the “Financial Statements”): (i) The Company has provided to Purchaser the audited consolidated balance sheet sheets of the Company and the Subsidiaries as of, and the audited consolidated statements of operating income operations, retained earnings and expenses cash flows of the Transferred Entities Company and the Subsidiaries for the fiscal years ended, June 30, 2004, 2005 and 2006, together with the notes thereto and the opinions of J.H. Cohn thereon (collectively, the "Company Audited Financial Statements"). Xxx Xxmpany Audited Financial Statements have been prepared from the Books and Records of the Company and its Subsidiaries, and present fairly in all material respects, in conformity with GAAP, the assets, liabilities, income, losses, retained earnings, financial condition, results of operations and cash flows of the Company and its Subsidiaries on a consolidated basis for the periods and dates covered thereby. (b) Except as set forth in the Seller Disclosure Schedule, neither the Company nor any Subsidiary has any liabilities or obligations of any kind, whether absolute, accrued, asserted or unasserted, contingent or otherwise, except liabilities, obligations and contingencies, that (i) are not reflected on or accrued or reserved against in the Company Audited Financial Statements for the fiscal year ended December 31June 30, 2021 and 2006, or reflected in any notes thereto or (ii) the unaudited balance sheet and statements of operating income and expenses of the Transferred Entities as of and for the year-to-date ended were incurred since June 30, 2022 (the “Balance Sheet Date”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, the financial position and the results of operations of the Transferred Entities as of the respective dates thereof and for the respective periods covered, subject in the case of the unaudited financial statements to (A) the absence of footnote disclosures and other presentation items and (B) changes resulting from normal year-end adjustments. (b) There are no material liabilities or obligations of the Transferred Entities of the type required to be accrued on or reserved against in a consolidated balance sheet prepared in accordance with GAAP, other than those that (i) are reflected or reserved against on the Financial Statements or otherwise set forth in this Agreement, (ii) have been incurred 2006 in the ordinary course of business of business. The reserves reflected in the Transferred Entities since the Balance Sheet DateCompany Audited Financial Statements are adequate, (iii) are permitted or contemplated by this Agreement, (iv) appropriate and reasonable and have been discharged or paid off or (v) would not reasonably be expect to have, individually or calculated in the aggregate, a Material Adverse Effectconsistent manner.