Common use of Changes since Balance Sheet Date Clause in Contracts

Changes since Balance Sheet Date. Since the Balance Sheet Date as regards LifeMag: (A) its business has been lawfully carried on in the ordinary course and so as to maintain the same as a going concern; (B) it has not disposed of any assets or assumed or incurred any liabilities (including contingent liabilities) otherwise than in the ordinary course of carrying on its business; (C) to its best knowledge, information and belief, its business has not been adversely affected by the loss of any important customer or source of supply or by any abnormal factor not affecting similar businesses to a like extent or by any other cause and the Vendor is not aware of any facts which are likely to give rise to any such effects; (D) no dividend or other distribution has been declared, made or paid to its members except as provided for in the Accounts; (E) neither its turnover nor its trading position has deteriorated in a material adverse respect; (F) no change has been made in the emoluments or other terms of employment of its directors or any of its employees; (G) it has not borrowed any money or issued any guarantee or create any charge or Encumbrance over any asset other than as disclosed in the Accounts; (H) no share or loan capital has been allotted or issued or agreed to be issued; (I) it has not entered into any unusual, long term or onerous commitments or contracts; (J) to the Vendor’s best knowledge, information and belief, it has not learnt of any circumstance making bad or doubtful any of its book debts; (K) to the Vendor’s best knowledge, information and belief, there has been no material adverse change in its financial position, operations, assets or prospects; (L) unless carried out in the ordinary course of business, it has not knowingly waived or released any proprietary rights howsoever arising; (M) it has not acquired or disposed of or granted any right or option or created any other Encumbrance, save for those created pursuant to this Agreement; (N) no resolutions have been passed and nothing has been done in the conduct or management of its affairs which would be likely to materially reduce its net asset value; and (O) no change has been made to the accounting practices adopted in relation to that company and the accounting practices adopted for that company are consistent with those adopted in the Accounts.

Changes since Balance Sheet Date. Since the Balance Sheet Date as regards LifeMagwithout the written approval of Stake: (Aa) its business has been lawfully carried on in the ordinary course and so as to maintain the same as a going concern; (B) it has not disposed of any assets or assumed or incurred any liabilities (including contingent liabilities) otherwise than in the ordinary course of carrying on its business; (C) to its best knowledge, information and belief, its business has not been adversely affected by the loss of any important customer or source of supply or by any abnormal factor not affecting similar businesses to a like extent or by any other cause and the Vendor is not aware of any facts which are likely to give rise to any such effects; (D) no dividend or other distribution has been declared, made or paid to its members except as provided for in the Accounts; (E) neither its turnover nor its trading position has deteriorated in a material adverse respect; (F) no change has been made in the emoluments or other terms of employment of its directors or any of its employees; (G) it has not borrowed any money or issued any guarantee or create any charge or Encumbrance over any asset other than as disclosed in the Accounts; (H) no share or loan capital has been allotted or issued or agreed to be issued; (I) it has not entered into any unusual, long term or onerous commitments or contracts; (J) to the Vendor’s best knowledge, information and belief, it has not learnt of any circumstance making bad or doubtful any of its book debts; (K) to the Vendor’s best knowledge, information and belief, there has been no material adverse change in its the financial positionposition of NFD, operationsnor has there been any material adverse change in the affairs, assets liabilities, Assets, operations or prospectscondition, financial or otherwise, of NFD or arising as a result of any legislative or regulatory change, revocation of any license or right to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation, act of God or otherwise, except changes occurring in the ordinary course of business which changes, in the aggregate, have not had, and will not have a material adverse effect on the organization, business, Assets, prospects and financial condition of NFD; (Lb) unless carried out NFD has not entered into, agreed to enter into or authorized any Contract other than in the ordinary course of business, it has not knowingly waived or released any proprietary rights howsoever arising; (Mc) it NFD has not acquired created, assumed, incurred or disposed paid any Debt or Contingent Liability other than in the ordinary course of or granted any right or option or created any other Encumbrance, save for those created pursuant to this Agreementbusiness; (Nd) no resolutions have been passed NFD has not, directly or indirectly, declared or paid any dividends or declared or made any other distribution on any of its shares of any class and nothing has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares of any class or agreed to do so; (e) the NFD Business has been done carried on in the conduct or management of its affairs which would be likely to materially reduce its net asset valueordinary course; and (Of) no change has payments have been made or authorized by NFD to, no benefits have been conferred or authorized to be conferred upon, and no transactions have been entered into with or have otherwise involved any of NFD's current or former officers, directors, shareholders or employees or any Person that would be required to be disclosed in response to certain relationships and related transactions in a registration statement under the accounting practices adopted in relation Securities Act. Exceptions to that company and the accounting practices adopted for that company this Section 4.7 are consistent with those adopted in the Accountsdisclosed on Schedule 4.7 attached hereto.

Changes since Balance Sheet Date. Since Except as disclosed in Schedule R, since the Balance Sheet Date as regards LifeMagDate: (A1) its business has been lawfully carried on in the ordinary course and so as to maintain the same as a going concern; (B) it has not disposed of any assets or assumed or incurred any liabilities (including contingent liabilities) otherwise than in the ordinary course of carrying on its business; (C) to its best knowledge, information and belief, its business has not been adversely affected by the loss of any important customer or source of supply or by any abnormal factor not affecting similar businesses to a like extent or by any other cause and the Vendor is not aware of any facts which are likely to give rise to any such effects; (D) no dividend or other distribution has been declared, made or paid to its members except as provided for in the Accounts; (E) neither its turnover nor its trading position has deteriorated in a material adverse respect; (F) no change has been made in the emoluments or other terms of employment of its directors or any of its employees; (G) it has not borrowed any money or issued any guarantee or create any charge or Encumbrance over any asset other than as disclosed in the Accounts; (H) no share or loan capital has been allotted or issued or agreed to be issued; (I) it has not entered into any unusual, long term or onerous commitments or contracts; (J) to the Vendor’s best knowledge, information and belief, it has not learnt of any circumstance making bad or doubtful any of its book debts; (K) to the Vendor’s best knowledge, information and belief, there has been no material adverse change in its the financial positionposition of the Company, operationsnor has there been any material adverse change in the affairs, assets liabilities, Assets, operations or prospectscondition, financial or otherwise, of the Company arising as a result of revocation of any license or right to do business, fire, explosion, accident, casualty, labour trouble, flood, drought, riot, storm, condemnation, act of God, except changes occurring in the ordinary course of business which changes, in the aggregate, have not had, and will not have a Material Adverse Effect; (L2) unless carried out the Company has not entered into, agreed to enter into or authorized any material agreement, commitment or transaction other than in the ordinary course of business, it has not knowingly waived or released any proprietary rights howsoever arising; (M3) it the Company has not acquired created, assumed or disposed incurred, any Debt or Contingent Liability other than in the ordinary course of or granted any right or option or created any other Encumbrance, save for those created pursuant to this Agreementbusiness; (N4) no resolutions have been passed the Company has not, directly or indirectly, declared or paid any dividends or declared or made any other distribution on any of its Shares and nothing has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its Shares or agreed to do so; (5) the Business has been done carried on in the conduct or management of its affairs which would be likely to materially reduce its net asset valueordinary course; and (O6) no change has payments have been made or authorized by the Company and no benefits have been conferred or authorized to be conferred upon and no transactions have been entered into with or have otherwise involved any of the accounting practices adopted in relation to that company and Company's current or former officers, directors, the accounting practices adopted for that company are consistent Vendors or employees or any Person not dealing at "arm's length" with those adopted the Company or any of the foregoing or any Person who would be considered a "related party" of the Company under Generally Accepted Accounting Principles, except, in the Accountscase of employment-related items, in the ordinary course of business and at the regular rates payable to them as salary, pension, bonuses or other remuneration or reimbursement of any nature.

Changes since Balance Sheet Date. Since the Balance Sheet Date as regards LifeMagDate: (Aa) its business has been lawfully carried on in the ordinary course and so as to maintain the same as a going concern; (B) it has not disposed of any assets or assumed or incurred any liabilities (including contingent liabilities) otherwise than in the ordinary course of carrying on its business; (C) to its best knowledge, information and belief, its business has not been adversely affected by the loss of any important customer or source of supply or by any abnormal factor not affecting similar businesses to a like extent or by any other cause and the Vendor is not aware of any facts which are likely to give rise to any such effects; (D) no dividend or other distribution has been declared, made or paid to its members except as provided for in the Accounts; (E) neither its turnover nor its trading position has deteriorated in a material adverse respect; (F) no change has been made in the emoluments or other terms of employment of its directors or any of its employees; (G) it has not borrowed any money or issued any guarantee or create any charge or Encumbrance over any asset other than as disclosed in the Accounts; (H) no share or loan capital has been allotted or issued or agreed to be issued; (I) it has not entered into any unusual, long term or onerous commitments or contracts; (J) to the Vendor’s best knowledge, information and belief, it has not learnt of any circumstance making bad or doubtful any of its book debts; (K) to the Vendor’s best knowledge, information and belief, there has been no material adverse change in its the financial positionposition of the Company,nor has there been any material adverse change in the affairs, operationsliabilities, assets Assets, operations or prospectscondition (financial or otherwise) of the Company or arising as a result of any legislative or regulatory change, revocation of any license or right to do business, fire, explosion, accident, casualty, labour trouble, flood, drought, riot, storm condemnation, act of God or otherwise; b) the Company has not entered into, agreed to enter into or authorized any agreement,commitment or transaction to make capital expenditures; c) the Company has not created, assumed, incurred or paid any Debt or ContingentLiability; d) the Company has not, directly or indirectly, declared or paid* any dividends or declared or made any other distribution on any of its shares of any class and have not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares of any class or agreed to do so; e) the Business has been carried on in the ordinary course; and f) no payments have been made or authorized by the Company to and no benefits have been conferred or authorized to be conferred upon and no transactions have been entered into with or have otherwise involved the Company current or former officers, directors, shareholders or employees or any Person not dealing at "arm's length" (Las such term is defined under the Income Tax Act (Canada)) unless carried out with the Company or any of the foregoing or any Person who would be considered a "related party" of the Company under generally accepted accounting principles, except, in the case of employment-related items, in the ordinary course of businessbusiness and at the regular rates payable to them as salary, it has not knowingly waived pension, bonuses or released other remuneration or reimbursement of any proprietary rights howsoever arising; (M) it has not acquired or disposed of or granted any right or option or created any other Encumbrance, save for those created pursuant to this Agreement; (N) no resolutions have been passed and nothing has been done in the conduct or management of its affairs which would be likely to materially reduce its net asset value; and (O) no change has been made to the accounting practices adopted in relation to that company and the accounting practices adopted for that company are consistent with those adopted in the Accountsnature.