Common use of CHANGES SINCE THE BALANCE SHEET DATE Clause in Contracts

CHANGES SINCE THE BALANCE SHEET DATE. Since the Balance Sheet Date as regards each JV Group Company: (i) its business has been lawfully carried on in the ordinary course and so as to maintain the same as a going concern; (ii) 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; (iii) 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 each of the Covenantors after making due and careful enquiries is not aware of any facts which are likely to give rise to any such effects; (iv) no dividend or other distribution has been declared, made or paid to its members except as provided for in the Audited Accounts; (v) neither its turnover nor its trading position has deteriorated; (vi) no change has been made in the emoluments or other terms of employment of its directors or any of its employees; (vii) it has not borrowed any money or issued any guarantee or created any charge or Encumbrance over any asset other than as disclosed in the Audited Accounts; (viii) no share or loan capital has been allotted or issued or agreed to be issued save for those issued pursuant to this Agreement; (ix) there has been no unusual increase or decrease in the level of its stock; (x) it has not entered into any unusual, long term or onerous commitments or contracts; (xi) after making due and careful enquiries, it has not learnt of any circumstance making bad or doubtful any of its book debts; (xii) there has been no adverse change in its business, operations, assets, financial condition or prospects and no event, fact or matter has occurred or is likely to occur which will or is likely to give rise to any such change; Table of Contents (xiii) it has not knowingly waived or released any proprietary rights howsoever arising; (xiv) 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; (xv) no resolutions have been passed and nothing has been done in the conduct or management of its affairs which would be likely to reduce its net asset value; and (xvi) no change has been made to the accounting practices adopted and the accounting practices adopted are consistent with those adopted in the Audited Accounts.

CHANGES SINCE THE BALANCE SHEET DATE. Since From the Balance Sheet Date and up to the Completion Date as regards each JV Group Company: (ia) its business has been lawfully carried on in the ordinary course and so as to maintain the same as a going concern; (iib) 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; (iii) 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 each of the Covenantors after making due and careful enquiries is not aware of any facts which are likely to give rise to any such effects; (ivc) no dividend or other distribution has been declared, made or paid to its members except as provided for in the Audited AccountsAccounts or as provided in this Agreement (including the Interim Dividend); (vd) neither its turnover nor its trading position in respect of the financial year commencing from 1 January 2024 and on a quarter to quarter basis has deteriorateddeteriorated by more than 25%; (vie) no material change has been made in the emoluments or other terms of employment of its directors or any of its employeesemployees with an annual remuneration above S$100,000; (viif) it has not borrowed any money or issued any guarantee or created any charge or Encumbrance over any asset other than as disclosed in the Audited AccountsAccounts or otherwise than in the ordinary course of business; (viiig) no share or loan capital has been allotted or issued or agreed to be issued save for those issued pursuant to this Agreementissued; (ixh) there has been no unusual increase or decrease in the level of its stock; (x) it has not entered into any unusual, long term or onerous commitments or contracts; (xii) after making due and careful enquiries, it has not learnt of any circumstance making bad or doubtful any of its book debts, save as disclosed in the Accounts or Management Accounts; (xii) there has been no adverse change in its business, operations, assets, financial condition or prospects and no event, fact or matter has occurred or is likely to occur which will or is likely to give rise to any such change; Table of Contents (xiiij) it has not knowingly waived or released any proprietary rights howsoever arising; (xivk) 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 AgreementAgreement or in the ordinary course of business; (xvl) no resolutions have been passed and nothing has been done in the conduct or management of its affairs which would be likely to reduce its net asset value; and (xvim) no change has been made to the accounting practices adopted by any Group Company and the accounting practices adopted for the Group Companies are consistent with those adopted in the Audited Accounts.

CHANGES SINCE THE BALANCE SHEET DATE. Since the Balance Sheet Date Date: (a) The Business has been conducted and carried on only in the Ordinary Course; (b) Except for inventory purchased, sold or otherwise disposed of in the Ordinary Course and in connection with Uncommitted Capital Expenditures, Seller has not purchased, sold, leased, mortgaged, pledged or otherwise acquired or disposed of any properties or assets of or for the Business; (c) Except as regards each JV Group Company:disclosed in Section 7.14(c) of the Disclosure Schedule, Seller has not sustained or incurred any loss or damage (whether or not insured against) on account of fire, flood, accident or other calamity which has interfered with or affected, or may interfere with or affect, the operation of the Business; (d) Except as disclosed in Section 7.14(d) of the Disclosure Schedule, Seller has not made, or become committed to make, any payment, contribution or award under or into any bonus, pension, profit sharing, deferred compensation or similar plan, program or trust covering any employee of the Business; (e) Except as disclosed in Section 7.14(e) of the Disclosure Schedule, Seller has not increased the rate of compensation of any employee of the Business other than pursuant to regular annual reviews; (f) There has been no Material Adverse Change or adverse development with respect to its relations with its regulators (including the Gaming Authorities); (g) Seller has not waived, released or cancelled any Accounts Receivable other than in the Ordinary Course; (h) Seller has not made any material changes in the terms of any of the Assumed Liabilities; (i) its business Seller has been lawfully carried on in the ordinary course and so as to maintain the same as a going concernnot entered into, authorized or permitted any transaction with any Affiliate, manager, member, stockholder, director or officer of Seller; (iij) it Seller has not disposed of made any assets loans, advances or assumed capital contributions to, or incurred investments in, any liabilities (including contingent liabilities) otherwise other Person other than in the ordinary course of carrying on its businessOrdinary Course business expense advances; (iiik) its business Seller has not been adversely affected by authorized or made any capital expenditures which individually or in the loss aggregate are in excess 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 each of the Covenantors after making due and careful enquiries is not aware of any facts which are likely to give rise to any such effectsSeller's Capital Expenditures Budget for 2004; (ivl) no dividend Except as disclosed in Section 7.14(l) of the Disclosure Schedule, Seller has not changed any accounting systems, policies, principles or other distribution has been declared, made practices (including any change in depreciation or paid amortization policies or rates) used with respect to its members except as provided for in the Audited AccountsBusiness; (vm) neither its turnover nor its trading position Seller has deterioratednot declared or paid any distribution, dividend or similar payment; (vin) no Seller has not made any material change has been made in the emoluments its marketing or other terms of employment of its directors or any of its employeesadvertising expenditures from Seller's marketing plan for 2004; (viio) it Seller has not borrowed made any money material change to its casino operations or issued any guarantee or created any charge or Encumbrance over any asset other than as disclosed in the Audited Accounts;policies with respect thereto; or (viiip) no share or loan capital Seller has been allotted or issued or not agreed to be issued save for those issued pursuant to this Agreement; do any of the items set forth in Sections 7.14(b), (ixd), (e), (g), (h), (i), (j), (k), (l), (m), (n) there has been no unusual increase or decrease in the level of its stock; (x) it has not entered into any unusual, long term or onerous commitments or contracts; (xi) after making due and careful enquiries, it has not learnt of any circumstance making bad or doubtful any of its book debts; (xii) there has been no adverse change in its business, operations, assets, financial condition or prospects and no event, fact or matter has occurred or is likely to occur which will or is likely to give rise to any such change; Table of Contents (xiii) it has not knowingly waived or released any proprietary rights howsoever arising; (xiv) 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; (xv) no resolutions have been passed and nothing has been done in the conduct or management of its affairs which would be likely to reduce its net asset value; and (xvi) no change has been made to the accounting practices adopted and the accounting practices adopted are consistent with those adopted in the Audited Accounts).

CHANGES SINCE THE BALANCE SHEET DATE. 9.6.1. Since the Balance Sheet Date Date, and except as regards each JV Group Companyset forth on Schedule 9.6.1: (i) each Group Company has conducted its business has been lawfully carried on in the ordinary normal course and so as to maintain the same as a going concern; (ii) it there has not disposed of any assets been no circumstance, event or assumed or incurred any liabilities (including contingent liabilities) otherwise than in the ordinary course of carrying on its businessfact that may have a Material Adverse Effect; (iii) its business no Group Company has not been adversely affected by the loss of issued or agreed to issue, redeem or repurchase any important customer share or source of supply or by any abnormal factor not affecting similar businesses to a like extent or by any other cause and each of the Covenantors after making due and careful enquiries is not aware of any facts which are likely to give rise to any such effectsloan capital; (iv) no shares of the Group Companies have been transferred or pledged; (v) no dividend or other distribution of profits or assets has been been, or has agreed to be, declared, made or paid to its members except as provided for in by any of the Audited Accounts; (v) neither its turnover nor its trading position has deterioratedGroup Companies; (vi) no change Group Company has been made in the emoluments entered into or other terms of employment of its directors materially amended or terminated any of its employeesMaterial Contract except those as set forth on Schedule 9.6.1; (vii) it no Group Company has not borrowed incurred any money material actual or issued any guarantee or created any charge or Encumbrance over any asset other than as disclosed in the Audited Accountscontingent liability; (viii) no share Group Company has borrowed or loan raised any money or taken any form of financial security, and no capital expenditure has been allotted incurred on any individual item by any Group Company and no Group Company has acquired, invested or issued disposed of (or agreed to be issued save for acquire, invest or dispose of) any individual item except those issued pursuant to this Agreementas set forth on Schedule 9.6.1; (ix) there no Group Company has been no unusual increase transferred (including by way of winding-up, merger, split- up, contribution) its business (fonds de commerce) or decrease in the level any of its stockassets nor created any Encumbrance over its business or any assets; (x) it has not entered into no shareholder resolutions of any unusual, long term or onerous commitments or contractsGroup Company have been passed other than as routine business at the annual general meeting; (xi) after making due and careful enquiries, it there has not learnt been no abnormal increase or reduction of stock in trade of any circumstance making bad or doubtful any of its book debtsGroup Company; (xii) there none of the stock in trade reflected in the Accounts has been no adverse change realized an amount less than the value placed on it in its business, operations, assets, financial condition or prospects and no event, fact or matter has occurred or is likely to occur which will or is likely to give rise to any such change; Table of Contentsthe Accounts; (xiii) it has none of the Group Companies is unable to pay its debts as they fall due and is insolvent or over-indebted, and there are no cases or proceedings under applicable insolvency, bankruptcy, composition, moratorium, reorganization or similar Laws pending with respect to the Group Companies. In particular, the Company is not knowingly waived or released subject to any proprietary rights howsoever arising;proceedings referred to in Livre VI – Des difficultés des entreprises of the French Code de commerce; and (xiv) it no Group Company has not acquired agreed or disposed committed to do any of or granted any right or option or created any other Encumbrance, save for those created pursuant to this Agreement; (xv) no resolutions have been passed and nothing has been done in the conduct or management of its affairs which would be likely to reduce its net asset value; and (xvi) no change has been made to the accounting practices adopted and the accounting practices adopted are consistent with those adopted in the Audited Accountsforegoing.

CHANGES SINCE THE BALANCE SHEET DATE. Since No Material Adverse Change. ---------------------------------------------------------------- Except as set forth on Schedule 3.19 hereto, since the Balance Sheet Date as regards each JV Group Company: the Corporation has not (i) its business has been lawfully carried on in the ordinary course and so as to maintain the same as a going concern; (ii) it has not disposed of any assets or assumed or incurred any Liability, except current liabilities (including contingent liabilities) otherwise than in the ordinary course of carrying business consistent with past practice and Liabilities incurred under Contracts entered into in the ordinary course of business consistent with past practice; (ii) discharged or satisfied any Lien or paid any Liability, other than current liabilities shown on its business; the Balance Sheet, and current liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice; (iii) its business has not been adversely affected by sold or transferred any Material assets or written off any receivables, except for the loss collection of any important customer or source receivables in the ordinary course of supply or by any abnormal factor not affecting similar businesses to a like extent or by any other cause and each of the Covenantors after making due and careful enquiries is not aware of any facts which are likely to give rise to any such effects; business; (iv) no dividend mortgaged, pledged or subjected to any other distribution has been declaredLien any of its assets or properties, made or paid to its members except as provided for in other than Liens reflected on the Audited Accounts; Balance Sheet; (v) neither its turnover nor its trading position has deteriorated; suffered any losses or waived any rights of substantial value; (vi) no change has been made in granted any bonuses or commissions or increased the emoluments or other terms of employment of its directors or compensation payable to any of its employees; , directors or officers or increased the aggregate payment of any fees except for customary bonuses and regular salary increases made in accordance with the Corporation's past practices as summarized on Schedule 3.19 or in accordance with the benefit plans described in Schedule 3.22; (vii) it has not borrowed made any money loans to any individuals, firms, corporations or issued other entities; (viii) declared, made, set aside or paid any guarantee dividend, distribution, or created payment on, or any charge purchase or Encumbrance over redemption of, any asset shares of any class of its capital stock, or any commitment therefor (other than as disclosed in the Audited Accounts; (viii) no share or loan capital has been allotted or issued or agreed to be issued save for those issued pursuant to this Agreement; described on Schedule 3.19); (ix) there has been no unusual increase made any Material change in any method of accounting (for book or decrease in the level of its stock; tax purposes) or auditing practice; or (x) it has not entered into any unusualtransaction not in the ordinary course of business or agreed (whether or not in writing) to do any of the foregoing. Since the Balance Sheet Date, long term or onerous commitments or contracts; (xi) after making due the business of the Corporation has been operated only in the regular and careful enquiriesordinary course consistent with past practice. Since the Balance Sheet Date, it there has not learnt of any circumstance making bad or doubtful any of its book debts; (xii) there has been no a Material adverse change in its the condition (financial or otherwise), business, operationsprospects of the business as currently conducted, assets, financial condition or prospects and no event, fact or matter has occurred or is likely to occur which will or is likely to give rise to any such change; Table operations of Contents (xiii) it has not knowingly waived or released any proprietary rights howsoever arising; (xiv) 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; (xv) no resolutions have been passed and nothing has been done in the conduct or management of its affairs which would be likely to reduce its net asset value; and (xvi) no change has been made to the accounting practices adopted and the accounting practices adopted are consistent with those adopted in the Audited AccountsCorporation.