Common use of Disclosure Controls and Internal Control over Financial Reporting Clause in Contracts

Disclosure Controls and Internal Control over Financial Reporting. (i) The management of Stars has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Stars in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws imposed by Governmental Entities is recorded, processed, summarized and reported within the time periods specified in such Laws imposed by such Governmental Entities. (ii) Stars has designed and materially complies with internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Stars and its Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Stars and its Subsidiaries are being made only with authorizations of management and directors of Stars and its Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Stars or its Subsidiaries that could have a material effect on its financial statements, except as would not, in any case, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement. To the knowledge of Stars, as of the date of this Agreement: (x) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Stars that are reasonably likely to adversely affect the ability of Stars to record, process, summarize and report financial information; and (y) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Stars, except as would not, in any case, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement. (iii) Since December 31, 2018, none of Stars, any of its Subsidiaries or, to Stars’ knowledge, any director, officer, employee, auditor, accountant or representative of Stars or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Stars or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Stars or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Stars Board, except as would not, in any case, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement.

Disclosure Controls and Internal Control over Financial Reporting. (ia) The management of Stars has Corporation and its Subsidiaries have established and maintained maintain a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Stars in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws imposed by Governmental Entities is recorded, processed, summarized and reported within the time periods specified in such Laws imposed by such Governmental Entities. (ii) Stars has designed and materially complies with internal controls control over financial reporting to provide which is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP IFRS and includes policies National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and procedures that: Interim Filings (A“NI 52-109”). (b) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Stars and its Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAP, and that receipts and expenditures of Stars Corporation and its Subsidiaries are being made only with authorizations not aware of management and directors of Stars and its Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Stars or its Subsidiaries that could have a material effect on its financial statements, except as would not, in any case, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement. To the knowledge of Stars, as of the date of this Agreement: (x) there are no material weaknesses (as such term is defined in NI 52-109) in their internal control over financial reporting relating to the design and design, implementation or maintenance of its internal controls control over financial reporting of Stars that are reasonably likely to adversely affect the ability of Stars to recordreporting, process, summarize and report financial information; and (y) there is no or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of StarsCorporation, except as which would not, be required to be disclosed in any case, individually or in the aggregate, have or reasonably be expected a certificate issued pursuant to have a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this AgreementNI 52-109. (c) Corporation and its Subsidiaries maintain a system of internal accounting controls 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 IFRS 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. (d) Corporation has established and maintains, within the time periods specified in applicable Securities Laws, a system of disclosure controls and procedures designed to ensure that information required to be disclosed by it under applicable Securities Laws will be recorded, processed, summarized and reported in accordance with and within the time periods specified in applicable Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed will be accumulated and communicated to the management of Corporation, including the Chief Executive Officer of Corporation and the Chief Financial Officer of Corporation or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and such disclosure controls and procedures are effective. (e) Since December 31the date of the most recent Corporation Financial Statements, 2018there has been no change in Corporation’s or any of its Subsidiaries’ internal control over financial reporting and disclosure controls and procedures that has materially affected, or is reasonably likely to materially affect, Corporation’s or any of its Subsidiaries’ internal control over financial reporting and disclosure controls and procedures. To the knowledge of Corporation, none of StarsCorporation, any of its Subsidiaries orSubsidiaries, to Stars’ knowledge, any director, officer, employee, auditor, accountant or representative of Stars or any of its Subsidiaries their respective Representatives has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Stars or any of its Subsidiaries or their respective internal accounting controlsmatters, including any material complaint, allegation, assertion, or claim that Stars Corporation or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction or any expression of the audit committee of the Stars Board, except as would not, in any case, individually concern from its employees regarding questionable accounting or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars or prevent the consummation of the Arrangement and the transactions contemplated by this Agreementauditing matters.

Disclosure Controls and Internal Control over Financial Reporting. (i) The management of Stars Flutter has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Stars Flutter in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws imposed by Governmental Entities is recorded, processed, summarized and reported within the time periods specified in such Laws imposed by such Governmental Entities. (ii) Stars Flutter has designed and materially complies with internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP IFRS and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Stars Flutter and its Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPIFRS, and that receipts and expenditures of Stars Flutter and its Subsidiaries are being made only with authorizations of management and directors of Stars Flutter and its Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Stars Flutter or its Subsidiaries that could have a material effect on its financial statements, except as would not, in any case, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement. To the knowledge of StarsFlutter, as of the date of this Agreement: (x) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Stars Flutter that are reasonably likely to adversely affect the ability of Stars Flutter to record, process, summarize and report financial information; and (y) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of StarsFlutter, except as would not, in any case, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement. (iii) Since December 31, 2018, none of StarsFlutter, any of its Subsidiaries or, to Stars’ Flutter’s knowledge, any director, officer, employee, auditor, accountant or representative of Stars Flutter or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Stars Flutter or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Stars Flutter or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Stars Flutter Board, except as would not, in any case, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement.

Disclosure Controls and Internal Control over Financial Reporting. (i) The management of Stars Flutter has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Stars Xxxxxxx in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws imposed by Governmental Entities is recorded, processed, summarized and reported within the time periods specified in such Laws imposed by such Governmental Entities. (ii) Stars Flutter has designed and materially complies with internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian GAAP IFRS and includes policies and procedures that: (A) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Stars Flutter and its Subsidiaries; (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian GAAPIFRS, and that receipts and expenditures of Stars Flutter and its Subsidiaries are being made only with authorizations of management and directors of Stars Flutter and its Subsidiaries; and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Stars Flutter or its Subsidiaries that could have a material effect on its financial statements, except as would not, in any case, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement. To the knowledge of StarsFlutter, as of the date of this Agreement: (x) there are no material weaknesses in the design and implementation or maintenance of internal controls over financial reporting of Stars Flutter that are reasonably likely to adversely affect the ability of Stars Flutter to record, process, summarize and report financial information; and (y) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of StarsFlutter, except as would not, in any case, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement. (iii) Since December 31, 2018, none of StarsFlutter, any of its Subsidiaries or, to Stars’ Flutter’s knowledge, any director, officer, employee, auditor, accountant or representative of Stars Flutter or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Stars Flutter or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Stars Flutter or any of its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Stars Flutter Board, except as would not, in any case, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on Stars Flutter or prevent the consummation of the Arrangement and the transactions contemplated by this Agreement.