Common use of Financial Statements; Liabilities Clause in Contracts

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) balance sheets and statements of income, statements of members’ interest and statement of cash flow as of and for the fiscal years ended December 31, 2008 and 2007, reviewed by a certified public accountant, and (b) unaudited balance sheets and related statements of income (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 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 ordinary 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 Section 4.1(c) of the Disclosure Schedule, to the Knowledge of Members, ▇▇▇▇▇▇ 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 that have not been paid or discharged since the date hereof; (ii) those arising under agreements or other commitments described or identified on the Disclosure Schedule or in the ordinary course of business; (iii) those incurred since the dates of the 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 4.1(c) 4.5 --------------------------------- of the Disclosure Schedule are the following financial statements of Old BCS the Company (collectively the “"Financial Statements”"): (a) audited balance sheets and statements of income, statements of members’ shareholders' interest and statement of cash flow as of and for the fiscal years ended December 31, 2008 1997, 1996, and 2007, reviewed by a certified public accountant1995, and (b) unaudited balance sheets and related statements of income (the “"Most Recent Financial Statements”") as of and for each of the months from January 2009 through June 30October 31, 2009 1998 (the “"Most Recent Fiscal Period End”"). The Financial Statements (other than the Most Recent Financial Statements), including the notes thereto, have been prepared from and are in accordance with Old BCS’s the Company's books and records and are in accordance with GAAP, and fairly present the financial condition of Old BCS the Company as of the dates stated and the results of operations of Old BCS the Company for such periods. The Most Recent Financial Statements have been prepared from and are in accordance with Old BCS’s the Company's books and records in accordance with Old BCS’s the Company's accounting policies and procedures consistently applied, which, except as set forth in Section 4.1(d) 4.5 of the Disclosure Schedule, generally are in accordance with GAAP, and fairly present the financial condition of Old BCS the Company as of the date stated and the results of operations of Old BCS 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 Old BCS the Company have been incurred in the ordinary course Ordinary Course of Business, except for accounts payable not incurred in the Ordinary Course of Business in an aggregate amount not to exceed $10,000100,000. Except as set forth on Section 4.1(c) 4.5 of the Disclosure Schedule, to the Knowledge of MembersSellers, ▇▇▇▇▇▇ and Old BCS, Old BCS the Company does not have, and New BCS will not have, have any material Liability liability or obligation of any nature except: (ia) those set forth or reflected in the Most Recent Financial Statements that have not been paid or discharged since the date hereof; (iib) those arising under agreements or other commitments described or identified on the Disclosure Schedule or in the ordinary course Ordinary Course of businessBusiness; (iiic) those incurred since the dates of the Most Recent Financial Statements in the ordinary course Ordinary Course of businessBusiness; and (ivd) those not required under GAAP to be reflected on the financial statements of Old BCSthe Company under GAAP.

Financial Statements; Liabilities. Attached hereto as Schedule 4.1(c(a) Section 3.6(a) of the Newpark Disclosure Schedule are contains the following financial statements of Old BCS (collectively the “Financial Statements”): (a) combined unaudited balance sheets and statements of income, statements of members’ interest sheet and statement of cash flow operations of the Transferred Entities as of and for the fiscal years ended December 31, 2008 2006 and 2007December 31, reviewed by a certified public accountant2007 (collectively, and (b) unaudited balance sheets and related statements of income (with any notes thereto, the “Most Recent Annual Financial Statements”) as of and for each of the months from January 2009 through June 30, 2009 (the “Most Recent Fiscal Period End”). The Annual Financial Statements (other than the Most Recent Financial Statements), including the notes thereto, have been prepared from and are in accordance with Old BCS’s books and records and are in accordance with GAAPGAAP applied on a consistent basis (except as may be noted therein), and fairly present fairly, in all material respects, the combined financial condition position and the combined results of Old BCS operations of the Transferred Entities as of the dates stated set forth therein, except that the Annual Financial Statements do not include footnotes that would be required by GAAP and do not include a statement of cash flows. Except as set forth on Section 3.6(a) of the results Newpark Disclosure Schedule, since December 31, 2007, none of operations of Old BCS 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 such periodsany period covered by the Annual Financial Statements. The Most Recent Annual Financial Statements have been prepared from and are consistent in all material respects with the books and records of the Transferred Entities (which books and records are correct and complete in all material respects). (b) Section 3.6(b) of the Newpark Disclosure Schedule contains the combined unaudited balance sheet and statement of operations of the Transferred Entities as of and for the 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 Old BCS’s books and records in accordance with Old BCS’s accounting policies and procedures consistently applied, which, GAAP applied on a consistent basis (except as set forth in Section 4.1(d) of the Disclosure Schedule, are in accordance with GAAPmay be noted therein), and fairly present fairly, in all material respects, the combined financial condition of Old BCS as of the date stated position and the combined results of operations of Old BCS for such periodthe Transferred Entities as of March 31, 2008, except that the Most Recent Interim Financial Statements contain estimates do not include footnotes that would be required by GAAP and do not include a statement of certain accruals, lack footnotes and other presentation items, cash flows. The Interim Financial Statements have been prepared from and are subject consistent, in all material respects, with the financial books and records of the Transferred Entities (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 normal year-end adjustments. All accounts payable be reflected on a balance sheet of Old BCS 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) have been incurred in the ordinary course of Businessbusiness since March 31, except 2008 consistent with prior practice; or (iii) are permitted or expressly contemplated by this Agreement. (d) Newpark has devised and maintained, or has caused the Transferred Entities to devise and maintain, systems of internal accounting controls sufficient to provide reasonable assurance that all transactions by the Transferred Entities are recorded as necessary to permit the preparation of the Transferred Entities’ financial statements in accordance with GAAP, and to maintain proper accountability for accounts payable not incurred in items. Notwithstanding the Ordinary Course foregoing, the following filings by Newpark with the SEC pursuant to the Securities Exchange Act of Business in an aggregate amount not to exceed $10,000. Except as 1934, and the rules promulgated thereunder, the pertinent provisions of which are set forth on in Section 4.1(c3.6(d) of the Newpark Disclosure Schedule, set forth certain disclosures regarding Newpark’s internal controls: Amendment No. 2 to the Knowledge of MembersAnnual 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 Old BCSSeptember 30, Old BCS does not have2006; Annual Report on Form 10 K for the year ended December 31, 2006; and New BCS will not haveQuarterly Report on Form 10-Q for the quarterly periods ending March 31, any material Liability or obligation of any nature except: (i) those set forth or reflected in 2007 and June 30, 2007 and September 30, 2007; and Annual Report on Form 10-K for the Most Recent Financial Statements that have not been paid or discharged since the date hereof; (ii) those arising under agreements or other commitments described or identified on the Disclosure Schedule or in the ordinary course of business; (iii) those incurred since the dates of the 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 BCSyear ended December 31, 2007.

Financial Statements; Liabilities. (a) Attached hereto as Schedule 4.1(c4.7(a) of the Disclosure Schedule are the following financial statements of Old BCS the Company Entities (collectively the “Financial Statements”): (ai) unaudited consolidated balance sheet, and consolidated statements of income and 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, statements of income and members’ interest equity and statement cash flows of cash flow NH Rapid Machining, LLC and Rapid Sheet Metal, LLC as of and for the fiscal years ended December 31, 2008 2015 and 2007, reviewed by a certified public accountant, 2014; and (bii) unaudited balance sheets sheet and related statements of income and members’ equity, and cash flows of the Company Entities (the “Most Recent Financial Statements”) as of and for each of the months from January 2009 through June nine-month period ended September 30, 2009 2017 (the “Most Recent Fiscal Period Month End”). The Financial Statements (other than the Most Recent Financial Statements)present fairly, including the notes theretoin all material respects, have been 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 position of Old BCS the applicable Company Entities as of the dates stated thereof, and the results of operations operation of Old BCS the applicable Company Entities for such periodsthe periods indicated. The Most Recent Financial Statements are consistent with the books and records of the applicable Company Entities, which books and records are true, correct and complete in all material respects. The Financial Statements have been prepared from and are in accordance conformity 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, GAAP (except that the Most Recent Financial Statements do not contain estimates the footnotes required by GAAP) and fairly present in all material respects the financial position of certain accrualsthe applicable Company Entities at the dates of the balance sheets included therein and the results of their operations for the respective periods indicated therein (subject, lack footnotes and other presentation itemsin the case of the Most Recent Financial Statements, and are subject to normal customary year-end adjustments. All accounts payable ). (b) Except as set forth on the face of Old BCS the Most Recent Balance Sheet or on Schedule 4.7(b), the Company Entities have been no Liabilities other than (i) normal or recurring liabilities or obligations 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 $10,000. Except as set forth on Section 4.1(c) of the Disclosure Schedule, to the Knowledge of Members, ▇▇▇▇▇▇ 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 that have not been paid or discharged since business after the date hereof; (ii) those arising under agreements or other commitments described or identified on the Disclosure Schedule or in the ordinary course of business; (iii) those incurred since the dates of the 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 ordinary course books, records and accounts of businessthe 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; and (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) those not required under GAAP the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to be reflected on the financial statements of Old BCSany 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) balance sheets and Section 3.5 of the Parent Disclosure Schedule sets forth: (i) the unaudited statements of income, statements operations of members’ interest and statement of cash flow as of and the Specified Transferred Entities for the fiscal years ended December 31, 2008 2019 and 2007, reviewed by a certified public accountant, 2018 and (b) the unaudited balance sheets of the Specified Transferred Entities as of December 31, 2019 and related statements of income 2018 (the “Most Recent Annual Transferred Entity Financial Statements”), (ii) the unaudited interim statement of operations of the Specified Transferred Entities for the six months ended June 30, 2020 and the unaudited balance sheet of the Specified Transferred Entities as of June 30, 2020 (the “Interim Transferred Entity Financial Statements”, and together with the Annual Transferred Entity Financial Statements, the “Transferred Entity Financial Statements”), (iii) the unaudited statements of operations of SMB LLC for the years ended December 31, 2019 and 2018 and the unaudited balance sheets of SMB LLC as of December 31, 2019 and 2018 (the “Annual SMB Financial Statements”) as and (iv) the unaudited interim statement of and operations of SMB LLC for each of the six months from January 2009 through ended June 30, 2009 2020 and the unaudited balance sheet of SMB LLC as of June 30, 2020 (the “Most Recent Fiscal Period EndInterim SMB Financial Statements”, and together with the Annual SMB Financial Statements, the “SMB Financial Statements”). The Transferred Entity Financial Statements (other than do not materially misstate the Most Recent Financial Statements)financial position and the results of operations of the Specified Transferred Entities on a combined, including carve-out basis as of the notes thereto, have been prepared from and are in accordance with Old BCS’s books and records and are respective dates thereof or the periods then ended in accordance with GAAP, and fairly present the SMB Financial Statements do not materially misstate the financial condition of Old BCS as of the dates stated position 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 SMB LLC on a carve-out basis as set forth in Section 4.1(d) of the Disclosure Schedule, are respective dates thereof or the periods then ended in accordance with GAAP, in each case except as may be noted therein and fairly present subject to normal and recurring year-end adjustments and the absence of footnote disclosures; provided, that the Transferred Entity Financial Statements and the SMB Financial Statements (collectively, the “Business Financial Statements”) and the foregoing representations and warranties are qualified by the fact that (A) the Transferred Entities have not operated on a separate standalone basis and have historically been reported within Parent’s consolidated financial condition statements and (B) to Parent’s knowledge, and having regard for the purpose for which the Business Financial Statements were prepared, the Business Financial Statements (x) assume certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arms’-length transactions or that the Transferred Entities would incur on a standalone basis and (y) are not necessarily indicative of Old BCS as of the date stated and what the results of operations operations, financial position and cash flows of Old BCS for such periodthe Transferred Entities will be in the future. (b) To the Knowledge of Parent, except 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 of the Most Recent Transferred Entities, other than those that (i) are reflected or reserved against on the Business Financial Statements contain estimates or reflected in the determination of certain accruals, lack footnotes and other presentation items, and are subject to normal year-end adjustments. All accounts payable of Old BCS Working Capital or Net Indebtedness; (ii) have been incurred in the ordinary course of Businessbusiness since June 30, except for accounts payable not 2020; (iii) are incurred in connection with the Ordinary Course transactions contemplated hereby or the announcement, negotiation, execution or performance of this Agreement, the Ancillary Agreements, the Local Share Transfer Agreements or the Sale; (iv) have been (or will be prior to the Closing) discharged or paid off; or (v) would not reasonably be expected to have, individually or in the aggregate, a Business in an aggregate amount not to exceed $10,000Material Adverse Effect. Except as set forth on Section 4.1(c) in the Business Financial Statements, none of the Disclosure Schedule, to Transferred Entities maintain any “off-balance-sheet arrangement” within the Knowledge meaning of Members, ▇▇▇▇▇▇ and Old BCS, Old BCS does not have, and New BCS will not have, any material Liability or obligation Item 303 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 hereof; (ii) those arising under agreements or other commitments described or identified on the Disclosure Schedule or in the ordinary course of business; (iii) those incurred since the dates Regulation S-K of the 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 BCSSEC.

Financial Statements; Liabilities. Attached hereto as Schedule 4.1(c(a) Copies of each of the Disclosure Schedule are the following audited consolidated financial statements of Old BCS (collectively the “Financial Statements”): (a) balance sheets and statements of income, statements of members’ interest and statement of cash flow as of and Seller for the fiscal years ended December 31, 2008 and 2007, reviewed by a certified public accountant, and (b) unaudited balance sheets and related statements of income (the “Most Recent Financial Statements”) as of and for each of the months from January 2009 through June 30, 2009 2003, June 30, 2002 and June 30, 2001 have been provided to the Acquiror (the “Most Recent Fiscal Period End”"Parent Financial Statements"). The Financial Statements Copies of each of: (other than i) the Most Recent unaudited consolidated financial statements of the Company and its Subsidiaries for the years ended June 30, 2003, June 30, 2002 and June 30, 2001; and (ii) the unaudited consolidated financial statements of the Company and its Subsidiaries for the two months ended August 31, 2003 (collectively, the "Company Financial Statements), including the notes thereto, ") have been prepared from and are in accordance with Old BCS’s books and records and are in accordance with GAAP, and fairly present provided to 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 ordinary course of Business, except for accounts payable not incurred in the Ordinary Course of Business in an aggregate amount not to exceed $10,000Acquiror. Except as set forth on Section 4.1(c) Schedule 2.4(a), each of the Disclosure ScheduleParent Financial Statements (including the footnotes thereto) is in accordance with the books and records of the Seller, presents fairly and accurately the financial position, assets and liabilities and results of operations and cash flows of the Seller at the dates and for the periods indicated and has been prepared in accordance with generally accepted accounting principles applied on a consistent basis in effect on the date hereof as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States ("GAAP"). The Parent Financial Statements contain appropriate allowances and reserves for the Seller's accounts receivable and other accruals. Except as set forth on Schedule 2.4(a), each of the Company Financial Statements (including the footnotes thereto, if any) is in accordance with the books and records of the Company, presents fairly and accurately the financial position, assets and liabilities and results of operations and cash flows of the Company and its Subsidiaries at the dates and for the periods indicated and has been prepared in accordance with GAAP and on a basis consistent with the Parent Financial Statements, subject only to normal and immaterial year-end adjustments and footnote disclosures and except for consolidating entries including income tax provisions and interest on intercompany indebtedness. The Company Financial Statements contain appropriate allowances and reserves for the Knowledge of Members, ▇▇▇▇▇▇ Company's and Old BCS, Old BCS does not have, its Subsidiaries' accounts receivable and New BCS will not have, any material Liability or obligation of any nature except:other accruals. (ib) those As of August 31, 2003 (the "Balance Sheet Date"), neither the Company nor any of its Subsidiaries 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 Company Financial Statements (including the footnotes thereto). Except as set forth or reflected in on Schedule 2.4(b), neither the Most Recent Financial Statements that have not been paid or discharged since Company nor any of its Subsidiaries has incurred from and after the date hereof; (ii) those arising under agreements Balance Sheet Date any indebtedness or other commitments described liability (whether known or identified on 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 Disclosure Schedule Balance Sheet Date in connection with the purchase of goods or services in the ordinary course of business;business and consistent with past practice. (iiic) those incurred since Schedule 2.4(c) sets forth the dates Funded Debt as of the Most Recent Financial Statements date hereof, including identification of each entity to which the Funded Debt is owed, the applicable interest rate and a summary of repayment terms. Except as set forth on Schedule 2.4(c), all Funded Debt may be repaid at any time without premium or penalty. Except as set forth on Schedule 2.4(c), neither the Company nor any of its Subsidiaries has any obligation in respect of indebtedness for borrowed money, whether as primary obligor, guarantor or otherwise. Neither the ordinary course Company nor its Subsidiaries is in default in any material respect of business; and (iv) those not required its obligations, covenants or agreements under GAAP any loan documents, credit facilities or other financing documents, which default would be reasonably likely to be reflected on the financial statements of Old BCSresult in a Material Adverse Effect.

Financial Statements; Liabilities. Attached hereto as Schedule 4.1(c(a) Section 3.6(a) of the Newpark Disclosure Schedule are contains the following financial statements of Old BCS (collectively the “Financial Statements”): (a) combined unaudited balance sheets and statements of income, statements of members’ interest sheet and statement of cash flow operations of the Transferred Entities as of and for the fiscal years year ended December 31, 2008 and 20072006 (collectively, reviewed by a certified public accountantwith any notes thereto, and (b) unaudited balance sheets and related statements of income (the “Most Recent Annual Financial Statements”) as of and for each of the months from January 2009 through June 30, 2009 (the “Most Recent Fiscal Period End”). The Annual Financial Statements (other than the Most Recent Financial Statements), including the notes thereto, have been prepared from and are in accordance with Old BCS’s books and records and are in accordance with GAAPGAAP applied on a consistent basis (except as may be noted therein), and fairly present fairly, in all material respects, the combined financial condition position and the combined results of Old BCS operations of the Transferred Entities as of the dates stated set forth therein, except that the Annual Financial Statements do not include footnotes that would be required by GAAP and do not include a statement of cash flows. Except as set forth on Section 3.6(a) of the results Newpark Disclosure Schedule, since December 31, 2006, none of operations of Old BCS 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 such periodsany period covered by the Annual Financial Statements. The Most Recent Annual Financial Statements have been prepared from and are consistent in all material respects with the books and records of the Transferred Entities (which books and records are correct and complete in all material respects). (b) Section 3.6(b) of the Newpark Disclosure Schedule contains the combined unaudited balance sheet and statement of operations of the Transferred Entities as of and for the 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 Old BCS’s books and records in accordance with Old BCS’s accounting policies and procedures consistently applied, which, GAAP applied on a consistent basis (except as set forth in Section 4.1(d) of the Disclosure Schedule, are in accordance with GAAPmay be noted therein), and fairly present fairly, in all material respects, the combined financial condition of Old BCS as of the date stated position and the combined results of operations of Old BCS for such periodthe Transferred Entities as of August 31, 2007, except that the Most Recent Interim Financial Statements contain estimates do not include footnotes that would be required by GAAP and do not include a statement of certain accruals, lack footnotes and other presentation items, cash flows. The Interim Financial Statements have been prepared from and are subject consistent, in all material respects, with the financial books and records of the Transferred Entities (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 normal year-end adjustments. All accounts payable be reflected on a balance sheet or the notes thereto of Old BCS 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) have been incurred in the ordinary course of Businessbusiness since August 31, except 2007 consistent with prior practice; or (iii) are permitted or expressly contemplated by this Agreement. (d) Newpark has devised and maintained, or has caused the Transferred Entities to devise and maintain, systems of internal accounting controls sufficient to provide reasonable assurance that all transactions by the Transferred Entities are recorded as necessary to permit the preparation of the Transferred Entities’ financial statements in accordance with GAAP, and to maintain proper accountability for accounts payable not incurred in items. Notwithstanding the Ordinary Course foregoing, the following filings by Newpark with the SEC pursuant to the Securities Exchange Act of Business in an aggregate amount not to exceed $10,000. Except as 1934, and the rules promulgated thereunder, the pertinent provisions of which are set forth on in Section 4.1(c3.6(d) of the Newpark Disclosure Schedule, set forth certain disclosures regarding Newpark’s internal controls: Amendment No. 2 to the Knowledge of MembersAnnual 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 Old BCSSeptember 30, Old BCS does not have2006; Annual Report on Form 10-K for the year ended December 31, 2006; and New BCS will not haveQuarterly Report on Form 10-Q for the quarterly periods ending March 31, 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 hereof; (ii) those arising under agreements or other commitments described or identified on the Disclosure Schedule or in the ordinary course of business; (iii) those incurred since the dates of the 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 BCS2007 and June 30, 2007.