Common use of Financial Statements; Liabilities Clause in Contracts

Financial Statements; Liabilities. (a) Copies of each of the audited, consolidated balance sheets, statements of profit and loss and statements of cash flows of SJJC Aviation Services, LLC for the fiscal years ended December 31, 2006, December 31 2005 and December 31, 2004 have been provided to the Acquiror (collectively, the “Annual Financial Statements”). Copies of each of the consolidated balance sheets and statements of profit and loss of SJJC Aviation Services, LLC for the three months ended March 31, 2007 (the “Interim Financial Statements,” and together with the Annual Financial Statements, the “Financial Statements”) have been provided to the Acquiror. Except as set forth on Schedule 2.3(a), each of the Financial Statements (including the footnotes thereto, if any) is in accordance with the books and records of SJJC Aviation Services, LLC, presents fairly and accurately the consolidated financial position, assets and liabilities and results of operations and cash flows of SJJC Aviation Services, LLC and the FBO Business at the dates and for the periods indicated and has been prepared in accordance with GAAP, subject (only with respect to the Interim Financial Statements) to normal and immaterial year-end adjustments and footnote disclosures. The Financial Statements contain appropriate allowances and reserves for accounts receivable and other accruals. (b) As of December 31, 2006 (the “Balance Sheet Date”), none of the Jet Center Entities had any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) which was not disclosed in the Financial Statements (including the footnotes thereto). Except as set forth on Schedule 2.3(b), none of the Jet Center Entities has incurred from and after the Balance Sheet Date any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), other than current liabilities for trade or business obligations incurred after the Balance Sheet Date in connection with the purchase of goods or performance of services in the ordinary course of business and consistent with past practice (other than in connection with any material default under, or breach of, any Material Contract or Real Property Lease by any of the Jet Center Entities).

Financial Statements; Liabilities. (a) Copies of each Attached hereto as Schedule 4.7(a) are the following financial statements of the audited, Company Entities (collectively the “Financial Statements”): (i) unaudited consolidated balance sheetssheet, and consolidated statements of profit income and loss members’ equity, and cash flows of the Company Entities as of and for the fiscal year ended December 31, 2016 and the reviewed balance sheets and statements of income and members’ equity and cash flows of SJJC Aviation ServicesNH Rapid Machining, LLC and Rapid Sheet Metal, LLC as of and for the fiscal years ended December 31, 2006, December 31 2005 2015 and December 31, 2004 have been provided to the Acquiror 2014; and (collectively, the “Annual Financial Statements”). Copies of each of the consolidated ii) unaudited balance sheets sheet and statements of profit income and loss members’ equity, and cash flows of SJJC Aviation Services, LLC for the three months ended March 31, 2007 Company Entities (the “Interim Financial Statements,” and together with the Annual Financial Statements, the “Most Recent Financial Statements”) have been provided to as of and for the Acquirornine-month period ended September 30, 2017 (the “Most Recent Fiscal Month End”). Except as set forth on Schedule 2.3(a)The Financial Statements present fairly, each in all material respects, the financial position of the applicable Company Entities as of the dates thereof, and the results of operation of the applicable Company Entities for the periods indicated. The Financial Statements (including the footnotes thereto, if any) is in accordance are consistent with the books and records of SJJC Aviation Servicesthe applicable Company Entities, LLCwhich books and records are true, presents fairly correct and accurately the consolidated financial position, assets and liabilities and results of operations and cash flows of SJJC Aviation Services, LLC and the FBO Business at the dates and for the periods indicated and has been prepared complete in accordance with GAAP, subject (only with respect to the Interim Financial Statements) to normal and immaterial year-end adjustments and footnote disclosuresall material respects. The Financial Statements have been prepared in conformity with GAAP (except that the Most Recent Financial Statements do not contain appropriate allowances the footnotes required by GAAP) and reserves fairly present in all material respects the financial position of the applicable Company Entities at the dates of the balance sheets included therein and the results of their operations for accounts receivable and other accrualsthe respective periods indicated therein (subject, in the case of the Most Recent Financial Statements, to customary year-end adjustments). (b) As of December 31, 2006 (the “Balance Sheet Date”), none of the Jet Center Entities had any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) which was not disclosed in the Financial Statements (including the footnotes thereto). Except as set forth on the face of the Most Recent Balance Sheet or on Schedule 2.3(b4.7(b), none of the Jet Center Company Entities has incurred from and after the Balance Sheet Date any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), have no Liabilities other than current (i) normal or recurring liabilities for trade or business obligations incurred after the Balance Sheet Date in connection with the purchase of goods or performance of services in the ordinary course of business and consistent with past practice (other than in connection with any material default under, or breach of, any Material Contract or Real Property Lease by any after the date of the Jet Center Most Recent Balance Sheet and either discharged before or on the Closing Date or accounted for in the calculation of Closing Net Working Capital; (ii) obligations under contracts and commitments that are not in default by more than 90 days and did not result from a breach; and (iii) obligations arising under this Agreement or the other Transaction Documents. (c) The Financial Statements have been prepared in accordance with the books, records and accounts of the Company Entities), all of which accurately and fairly reflect in all material respects, in reasonable detail, the transactions in and dispositions of the assets of the Company Entities. The systems of internal accounting controls maintained by the Company Entities are sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Financial Statements; Liabilities. Attached hereto as Schedule 4.1(c) of the Disclosure Schedule are the following financial statements of Old BCS (collectively the “Financial Statements”): (a) Copies balance sheets and statements of each of the audited, consolidated balance sheetsincome, statements of profit members’ interest and loss and statements statement of cash flows flow as of SJJC Aviation Services, LLC and for the fiscal years ended December 31, 20062008 and 2007, December 31 2005 reviewed by a certified public accountant, and December 31, 2004 have been provided to the Acquiror (collectively, the “Annual Financial Statements”). Copies of each of the consolidated b) unaudited balance sheets and related statements of profit and loss of SJJC Aviation Services, LLC for the three months ended March 31, 2007 income (the “Interim Financial Statements,” and together with the Annual Financial Statements, the “Most Recent Financial Statements”) as of and for each of the months from January 2009 through June 30, 2009 (the “Most Recent Fiscal Period End”). The Financial Statements (other than the Most Recent Financial Statements), including the notes thereto, have been provided prepared from and are in accordance with Old BCS’s books and records and are in accordance with GAAP, and fairly present the financial condition of Old BCS as of the dates stated and the results of operations of Old BCS for such periods. The Most Recent Financial Statements have been prepared from and are in accordance with Old BCS’s books and records in accordance with Old BCS’s accounting policies and procedures consistently applied, which, except as set forth in Section 4.1(d) of the Disclosure Schedule, are in accordance with GAAP, and fairly present the financial condition of Old BCS as of the date stated and the results of operations of Old BCS for such period, except that the Most Recent Financial Statements contain estimates of certain accruals, lack footnotes and other presentation items, and are subject to normal year-end adjustments. All accounts payable of Old BCS have been incurred in the Acquirorordinary course of Business, except for accounts payable not incurred in the Ordinary Course of Business in an aggregate amount not to exceed $10,000. Except as set forth on Schedule 2.3(a), each Section 4.1(c) of the Disclosure Schedule, to the Knowledge of Members, Xxxxxx and Old BCS, Old BCS does not have, and New BCS will not have, any material Liability or obligation of any nature except: (i) those set forth or reflected in the Most Recent Financial Statements (including that have not been paid or discharged since the footnotes thereto, if any) is in accordance with the books and records of SJJC Aviation Services, LLC, presents fairly and accurately the consolidated financial position, assets and liabilities and results of operations and cash flows of SJJC Aviation Services, LLC and the FBO Business at the dates and for the periods indicated and has been prepared in accordance with GAAP, subject (only with respect to the Interim Financial Statements) to normal and immaterial year-end adjustments and footnote disclosures. The Financial Statements contain appropriate allowances and reserves for accounts receivable and other accruals.date hereof; (bii) As of December 31, 2006 (the “Balance Sheet Date”), none of the Jet Center Entities had any indebtedness those arising under agreements or other liability (whether known commitments described or unknown, whether absolute identified on the Disclosure Schedule or contingent, whether liquidated or unliquidated and whether due or to become due) which was not disclosed in the Financial Statements (including the footnotes thereto). Except as set forth on Schedule 2.3(b), none of the Jet Center Entities has incurred from and after the Balance Sheet Date any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), other than current liabilities for trade or business obligations incurred after the Balance Sheet Date in connection with the purchase of goods or performance of services in the ordinary course of business and consistent with past practice business; (other than in connection with any material default under, or breach of, any Material Contract or Real Property Lease by any iii) those incurred since the dates of the Jet Center Entities)Most Recent Financial Statements in the ordinary course of business; and (iv) those not required under GAAP to be reflected on the financial statements of Old BCS.

Financial Statements; Liabilities. Attached hereto as Schedule 4.5 --------------------------------- of the Disclosure Schedule are the following financial statements of the Company (collectively the "Financial Statements"): (a) Copies audited balance sheets and statements of each of the audited, consolidated balance sheetsincome, statements of profit shareholders' interest and loss cash flow as of and statements of cash flows of SJJC Aviation Services, LLC for the fiscal years ended December 31, 20061997, December 31 2005 1996, and December 311995, 2004 have been provided to and (b) unaudited balance sheets and related statements of income (the Acquiror (collectively, the “Annual "Most Recent Financial Statements”). Copies ") as of and for each of the consolidated balance sheets and statements of profit and loss of SJJC Aviation Services, LLC for the three months ended March through October 31, 2007 1998 (the “Interim "Most Recent Fiscal Period End"). The Financial Statements (other than the Most Recent Financial Statements,” ), including the notes thereto, have been prepared from and together are in accordance with the Annual Company's books and records and are in accordance with GAAP, and fairly present the financial condition of the Company as of the dates stated and the results of operations of the Company for such periods. The Most Recent Financial Statements, the “Financial Statements”) Statements have been provided prepared from and are in accordance with the Company's books and records in accordance with the Company's accounting policies and procedures consistently applied, which, except as set forth in Section 4.5 of the Disclosure Schedule, generally are in accordance with GAAP, and fairly present the financial condition of the Company as of the date stated and the results of operations of the Company for such period, except that the Most Recent Financial Statements contain estimates of certain accruals, lack footnotes and other presentation items, and are subject to normal year-end adjustments. All accounts payable of the AcquirorCompany have been incurred in the Ordinary Course of Business, except for accounts payable not incurred in the Ordinary Course of Business in an aggregate amount not to exceed $100,000. Except as set forth on Schedule 2.3(a), each Section 4.5 of the Disclosure Schedule, to the Knowledge of Sellers, the Company does not have any material liability or obligation of any nature except: (a) those set forth or reflected in the Most Recent Financial Statements (including that have not been paid or discharged since the footnotes thereto, if any) is in accordance with the books and records of SJJC Aviation Services, LLC, presents fairly and accurately the consolidated financial position, assets and liabilities and results of operations and cash flows of SJJC Aviation Services, LLC and the FBO Business at the dates and for the periods indicated and has been prepared in accordance with GAAP, subject (only with respect to the Interim Financial Statements) to normal and immaterial year-end adjustments and footnote disclosures. The Financial Statements contain appropriate allowances and reserves for accounts receivable and other accruals.date hereof; (b) As those arising under agreements or other commitments described or identified on the Disclosure Schedule or in the Ordinary Course of December 31, 2006 Business; (c) those incurred since the “Balance Sheet Date”), none dates of the Jet Center Entities had any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) which was not disclosed Most Recent Financial Statements in the Financial Statements Ordinary Course of Business; and (including d) those not required to be reflected on the footnotes thereto). Except as set forth on Schedule 2.3(b), none financial statements of the Jet Center Entities has incurred from and after the Balance Sheet Date any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), other than current liabilities for trade or business obligations incurred after the Balance Sheet Date in connection with the purchase of goods or performance of services in the ordinary course of business and consistent with past practice (other than in connection with any material default under, or breach of, any Material Contract or Real Property Lease by any of the Jet Center Entities)Company under GAAP.

Financial Statements; Liabilities. (a) Copies of each Section 3.6(a) of the audited, consolidated Newpark Disclosure Schedule contains the combined unaudited balance sheets, statements sheet and statement of profit operations of the Transferred Entities as of and loss and statements of cash flows of SJJC Aviation Services, LLC for the fiscal years ended December 31, 2006, December 31 2005 2006 and December 31, 2004 have been provided to the Acquiror 2007 (collectively, with any notes thereto, the “Annual Financial Statements”). Copies The Annual 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 combined financial position and the combined results of each operations of the consolidated balance sheets and statements Transferred Entities as of profit and loss of SJJC Aviation Servicesthe dates set forth therein, LLC for the three months ended March 31, 2007 (the “Interim Financial Statements,” and together with except that the Annual Financial Statements, the “Financial Statements”) have been provided to the AcquirorStatements do not include footnotes that would be required by GAAP and do not include a statement of cash flows. Except as set forth on Schedule 2.3(a), each Section 3.6(a) of the Newpark Disclosure Schedule, since December 31, 2007, none of the Transferred Entities has (i) made any material change in its accounting policies or (ii) effected any prior period adjustment to, or other restatement of, its financial statements for any period covered by the Annual Financial Statements. The Annual Financial Statements (including the footnotes thereto, if any) is have been prepared from and are consistent in accordance all material respects with the books and records of SJJC Aviation Services, LLC, presents fairly the Transferred Entities (which books and accurately records are correct and complete in all material respects). (b) Section 3.6(b) of the consolidated financial position, assets Newpark Disclosure Schedule contains the combined unaudited balance sheet and liabilities and results statement of operations and cash flows of SJJC Aviation Services, LLC and the FBO Business at the dates Transferred Entities as of and for the periods indicated and has three (3) month period ended March 31, 2008 (collectively, with any notes thereto, the “Interim Financial Statements”). The Interim Financial Statements have been prepared in accordance with GAAPGAAP applied on a consistent basis (except as may be noted therein), subject and present fairly, in all material respects, the combined financial position and the combined results of operations of the Transferred Entities as of March 31, 2008, except that the Interim Financial Statements do not include footnotes that would be required by GAAP and do not include a statement of cash flows. The Interim Financial Statements have been prepared from and are consistent, in all material respects, with the financial books and records of the Transferred Entities (only with respect which financial books and records are correct and complete in all material respects). (c) There are no liabilities or obligations of the Transferred Entities of any nature, whether or not accrued, contingent or otherwise, in excess of $4,000,000 in the aggregate that would be required by GAAP to be reflected on a balance sheet of the Transferred Entities other than those that (i) are reflected or reserved against on the respective balance sheets included in the Interim Financial Statements; (ii) to normal and immaterial year-end adjustments and footnote disclosures. The Financial Statements contain appropriate allowances and reserves for accounts receivable and other accruals. (b) As of December 31, 2006 (the “Balance Sheet Date”), none of the Jet Center Entities had any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) which was not disclosed in the Financial Statements (including the footnotes thereto). Except as set forth on Schedule 2.3(b), none of the Jet Center Entities has have been incurred from and after the Balance Sheet Date any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), other than current liabilities for trade or business obligations incurred after the Balance Sheet Date in connection with the purchase of goods or performance of services in the ordinary course of business and since March 31, 2008 consistent with past practice prior practice; or (other than in connection with any material default underiii) are permitted or expressly contemplated by this Agreement. (d) Newpark has devised and maintained, or breach ofhas caused the Transferred Entities to devise and maintain, any Material Contract or Real Property Lease systems of internal accounting controls sufficient to provide reasonable assurance that all transactions by any the Transferred Entities are recorded as necessary to permit the preparation of the Jet Center Transferred Entities)’ financial statements in accordance with GAAP, and to maintain proper accountability for items. Notwithstanding the foregoing, the following filings by Newpark with the SEC pursuant to the Securities Exchange Act of 1934, and the rules promulgated thereunder, the pertinent provisions of which are set forth in Section 3.6(d) of the Newpark Disclosure Schedule, set forth certain disclosures regarding Newpark’s internal controls: Amendment No. 2 to the Annual Report on Form 10-K/A for the year ended December 31, 2005; Quarterly Report on Form 10-Q for the quarterly periods ending March 31, 2006, June 30, 2006 and September 30, 2006; Annual Report on Form 10 K for the year ended December 31, 2006; and Quarterly Report on Form 10-Q for the quarterly periods ending March 31, 2007 and June 30, 2007 and September 30, 2007; and Annual Report on Form 10-K for the year ended December 31, 2007.

Financial Statements; Liabilities. (a) Copies of each Attached hereto as Section ‎3.6(a) of the auditedCompany Disclosure Letter are true, complete and correct copies of, (i) the audited consolidated balance sheetssheets of the Company and its Subsidiaries as of June 30, 2019, December 31, 2018 and December 31, 2017, and the related statements of profit operations, changes in shareholders’ equity and loss and statements of cash flows of SJJC Aviation Services, LLC for the fiscal six months ended June 30, 2019 and the years ended December 31, 2006, December 31 2005 2018 and December 31, 2004 have been provided to 2017, including the Acquiror notes thereto (collectively, the “Annual Audited Financial Statements”). Copies of each ) and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2020 and the related statements of operations, changes in shareholders’ equity and cash flows for the 12-month period then ended and the unaudited consolidated balance sheets sheet of the Company and its Subsidiaries as of December 31, 2020 and the related statements of profit operations, changes in shareholders’ equity and loss of SJJC Aviation Services, LLC cash flows for the three months six-month period then ended March 31(collectively, 2007 (the “Interim Financial Statements,” and ”) and, together with the Annual Audited Financial Statements, the “Company Financial Statements”). (b) The Company Financial Statements have been provided prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis (except as may be indicated in the notes thereto). The Company Financial Statements are true, complete and correct in all material respects and fairly present, in all material respects, the financial position of the Company and its Subsidiaries as of the dates thereof and the results of operations of the Company and its Subsidiaries for the periods reflected therein, subject, in the case of the Interim Financial Statements, to the Acquiror. normal and year-end adjustments as permitted by GAAP. (c) Except as set forth on Schedule 2.3(a)otherwise noted therein, each of the Company Financial Statements (including the footnotes thereto, if anyi) is in accordance with were prepared from the books and records of SJJC Aviation Services, LLC, presents fairly the Company and accurately the consolidated financial position, assets (ii) contain and liabilities and results of operations and cash flows of SJJC Aviation Services, LLC and the FBO Business at the dates and for the periods indicated and has been prepared in accordance with GAAP, subject (only with respect to the Interim Financial Statements) to normal and immaterial year-end reflect all necessary adjustments and footnote disclosuresaccruals for a fair presentation in all material respects of the financial condition of the Company and its Subsidiaries as of their dates. The Financial Statements contain appropriate allowances Company has delivered to Parent true, complete and reserves for accounts receivable correct copies of all “management letters” received by it from its accountants and other accruals. (b) As of December 31all responses by lawyers engaged by the Company to inquiries from its accountant or any predecessor accountants since January 1, 2006 2018. Since January 1, 2021 (the “Company Balance Sheet Date”), none of except as required by applicable Law or GAAP, there has been no material change in any accounting principle, procedure or practice followed by the Jet Center Entities had any indebtedness Company or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) which was not disclosed in the Financial Statements (including the footnotes thereto). Except as set forth on Schedule 2.3(b)method of applying any such principle, none of the Jet Center Entities has incurred from and after the Balance Sheet Date any indebtedness procedure or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), other than current liabilities for trade or business obligations incurred after the Balance Sheet Date in connection with the purchase of goods or performance of services in the ordinary course of business and consistent with past practice (other than in connection with any material default under, or breach of, any Material Contract or Real Property Lease by any of the Jet Center Entities)practice.

Financial Statements; Liabilities. (a) Copies of each Attached hereto as Section 4.5(a) of the audited, Disclosure Schedule are the following consolidated balance sheets, financial statements of profit the Company and loss the Subsidiaries (collectively, the “Financial Statements”): (i) audited balance sheets and statements of income, shareholders’ equity and cash flows as of SJJC Aviation Services, LLC and for the fiscal years ended December March 31, 20062007, December 31 2005 2006 and December 312005, 2004 have been provided to the Acquiror and (collectively, ii) unaudited balance sheet and related statement of income (the “Annual Most Recent Financial Statements”). Copies ) as of each of the consolidated balance sheets and statements of profit and loss of SJJC Aviation Services, LLC for the three two months ended March May 31, 2007 (the “Interim Most Recent Fiscal Period End”). The Financial Statements (other than the Most Recent Financial Statements,” ), including the notes thereto, have been prepared based upon the Company’s and together the Subsidiaries’ books and records and are in accordance with GAAP, and fairly present the consolidated financial condition of the Company and the Subsidiaries in all material respects as of the dates stated and the consolidated results of operations of the Company and the Subsidiaries for such periods. The Most Recent Financial Statements have been prepared based upon the Company’s and the Subsidiaries’ books and records in accordance with the Annual Company’s accounting policies and procedures consistently applied, which, except as set forth in Section 4.5(a) of the Disclosure Schedule, are in accordance with GAAP, and fairly present the consolidated financial condition of the Company and the Subsidiaries in all material respects as of March 31, 2007 and the results of operations of the Company and the Subsidiaries for such period, except that the Most Recent Financial StatementsStatements contain estimates of certain accruals, lack footnotes, and are subject to normal year-end adjustments (in each case, none of which would, alone or in the aggregate, be material). Section 4.5(a) of the Disclosure Schedule lists, and the Company has delivered to Parent copies of the documentation creating or governing, all securitization transactions and “Financial Statements”off-balance sheet arrangements” (as defined in Item 303(c) have been provided to of Regulation S-K promulgated by the Acquiror. Securities and Exchange Commission) effected by the Company since April 1, 2006. (b) Except as set forth on Schedule 2.3(a), each Section 4.5(b) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material liability or obligation of any nature except: (i) those set forth or reflected in the Most Recent Financial Statements that have not been paid or discharged since the date thereof; (including ii) those arising under agreements or other commitments which are expressly described or identified on the footnotes thereto, if anyDisclosure Schedule; (iii) is in accordance with the books and records of SJJC Aviation Services, LLC, presents fairly and accurately the consolidated financial position, assets and liabilities and results of operations and cash flows of SJJC Aviation Services, LLC and the FBO Business at those incurred since the dates and for of the periods indicated and has been prepared in accordance with GAAP, subject (only with respect to the Interim Financial Statements) to normal and immaterial year-end adjustments and footnote disclosures. The Most Recent Financial Statements contain appropriate allowances and reserves for accounts receivable and other accruals.in the Ordinary Course of Business; and (biv) As of December 31, 2006 (those not required to be reflected on the “Balance Sheet Date”), none financial statements of the Jet Center Entities had any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) which was not disclosed in the Financial Statements (including the footnotes thereto). Except as set forth on Schedule 2.3(b), none of the Jet Center Entities has incurred from and after the Balance Sheet Date any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), other than current liabilities for trade or business obligations incurred after the Balance Sheet Date in connection with the purchase of goods or performance of services in the ordinary course of business and consistent with past practice (other than in connection with any material default under, or breach of, any Material Contract or Real Property Lease by any of the Jet Center Entities)Company under GAAP.

Financial Statements; Liabilities. (a) Copies of each Section 3.6(a) of the audited, consolidated Newpark Disclosure Schedule contains the combined unaudited balance sheets, statements sheet and statement of profit operations of the Transferred Entities as of and loss and statements of cash flows of SJJC Aviation Services, LLC for the fiscal years year ended December 31, 2006, December 31 2005 and December 31, 2004 have been provided to the Acquiror 2006 (collectively, with any notes thereto, the “Annual Financial Statements”). Copies The Annual 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 combined financial position and the combined results of each operations of the consolidated balance sheets and statements Transferred Entities as of profit and loss of SJJC Aviation Servicesthe dates set forth therein, LLC for the three months ended March 31, 2007 (the “Interim Financial Statements,” and together with except that the Annual Financial Statements, the “Financial Statements”) have been provided to the AcquirorStatements do not include footnotes that would be required by GAAP and do not include a statement of cash flows. Except as set forth on Schedule 2.3(a), each Section 3.6(a) of the Newpark Disclosure Schedule, since December 31, 2006, none of the Transferred Entities has (i) made any material change in its accounting policies or (ii) effected any prior period adjustment to, or other restatement of, its financial statements for any period covered by the Annual Financial Statements. The Annual Financial Statements (including the footnotes thereto, if any) is have been prepared from and are consistent in accordance all material respects with the books and records of SJJC Aviation Services, LLC, presents fairly the Transferred Entities (which books and accurately records are correct and complete in all material respects). (b) Section 3.6(b) of the consolidated financial position, assets Newpark Disclosure Schedule contains the combined unaudited balance sheet and liabilities and results statement of operations and cash flows of SJJC Aviation Services, LLC and the FBO Business at the dates Transferred Entities as of and for the periods indicated and has eight (8) month period ended August 31, 2007 (collectively, with any notes thereto, the “Interim Financial Statements”). The Interim Financial Statements have been prepared in accordance with GAAPGAAP applied on a consistent basis (except as may be noted therein), subject and present fairly, in all material respects, the combined financial position and the combined results of operations of the Transferred Entities as of August 31, 2007, except that the Interim Financial Statements do not include footnotes that would be required by GAAP and do not include a statement of cash flows. The Interim Financial Statements have been prepared from and are consistent, in all material respects, with the financial books and records of the Transferred Entities (only with respect which financial books and records are correct and complete in all material respects). (c) There are no liabilities or obligations of the Transferred Entities of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a balance sheet or the notes thereto of the Transferred Entities, other than those that (i) are reflected or reserved against on the respective balance sheets included in the Interim Financial Statements; (ii) to normal and immaterial year-end adjustments and footnote disclosures. The Financial Statements contain appropriate allowances and reserves for accounts receivable and other accruals. (b) As of December 31, 2006 (the “Balance Sheet Date”), none of the Jet Center Entities had any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) which was not disclosed in the Financial Statements (including the footnotes thereto). Except as set forth on Schedule 2.3(b), none of the Jet Center Entities has have been incurred from and after the Balance Sheet Date any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), other than current liabilities for trade or business obligations incurred after the Balance Sheet Date in connection with the purchase of goods or performance of services in the ordinary course of business and since August 31, 2007 consistent with past practice prior practice; or (other than in connection with any material default underiii) are permitted or expressly contemplated by this Agreement. (d) Newpark has devised and maintained, or breach ofhas caused the Transferred Entities to devise and maintain, any Material Contract or Real Property Lease systems of internal accounting controls sufficient to provide reasonable assurance that all transactions by any the Transferred Entities are recorded as necessary to permit the preparation of the Jet Center Transferred Entities)’ financial statements in accordance with GAAP, and to maintain proper accountability for items. Notwithstanding the foregoing, the following filings by Newpark with the SEC pursuant to the Securities Exchange Act of 1934, and the rules promulgated thereunder, the pertinent provisions of which are set forth in Section 3.6(d) of the Newpark Disclosure Schedule, set forth certain disclosures regarding Newpark’s internal controls: Amendment No. 2 to the Annual Report on Form 10-K/A for the year ended December 31, 2005; Quarterly Report on Form 10-Q for the quarterly periods ending March 31, 2006, June 30, 2006 and September 30, 2006; Annual Report on Form 10-K for the year ended December 31, 2006; and Quarterly Report on Form 10-Q for the quarterly periods ending March 31, 2007 and June 30, 2007.