Company Uses in Absence of Undisclosed Liabilities Clause

Absence of Undisclosed Liabilities from Securities Purchase Agreement

This Agreement (the "Agreement"), made and entered into this 4th day of May 2016 by and between certain selling shareholders and warrant holders (the "Sellers") (as indicated on Exhibit A hereof) of BIM Homes Inc. (the "Company") herein represented by Daniel Masters ("Sellers' Representative") and certain purchasers (the "Purchasers") (as indicated on Exhibit B hereof), herein represented by Armada Enterprises GP, LLC ("Purchasers' Representative"), sets forth the terms and conditions upon which Sellers will sell to Purchasers and Purchaser will buy from Sellers certain securities consisting of Two Million (2,000,000) shares of common stock and Two Million Five Thousand (2,005,000) warrants to purchase shares of common stock (collectively the "Securities") of the Company.

Absence of Undisclosed Liabilities. Company did not, as of December 31, 2015, have any debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected in Company's 10-K or on Exhibit C.

Absence of Undisclosed Liabilities from Securities Purchase Agreement

This Agreement (the "Agreement"), made and entered into this 4th day of May 2016 by and between certain selling shareholders and warrant holders (the "Sellers") (as indicated on Exhibit A hereof) of BIM Homes Inc. (the "Company") herein represented by Daniel Masters ("Sellers' Representative") and certain purchasers (the "Purchasers") (as indicated on Exhibit B hereof), herein represented by Armada Enterprises GP, LLC ("Purchasers' Representative"), sets forth the terms and conditions upon which Sellers will sell to Purchasers and Purchaser will buy from Sellers certain securities consisting of Two Million (2,000,000) shares of common stock and Two Million Five Thousand (2,005,000) warrants to purchase shares of common stock (collectively the "Securities") of the Company.

Absence of Undisclosed Liabilities. Company did not, as of December 31, 2015, have any debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected in Company's 10-K or on Exhibit C.

Absence of Undisclosed Liabilities from Agreement of Merger and Plan of Reorganization

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this Agreement) is made and entered into on August 15, 2016 by and among Active With Me, Inc., a Nevada corporation (Parent), Rasna Acquisition Corp., a Delaware corporation (Acquisition Corp.), which is a wholly-owned subsidiary of Parent, and Rasna Therapeutics, Inc., a Delaware corporation (the Company).

Absence of Undisclosed Liabilities. The Company has no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except (a) as disclosed in the Balance Sheet, (b) to the extent set forth on or reserved against in the Balance Sheet or the notes to the Financial Statements, (c) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the Company Balance Sheet Date, none of which (individually or in the aggregate) has had or will have a material adverse effect on the Condition of the Company and (d) by the specific terms of any written agreement, document or arrangement identified in the Disclosures.

Absence of Undisclosed Liabilities from Agreement and Plan of Reorganization

This AGREEMENT AND PLAN OF REORGANIZATION (this Agreement), dated as of January 8, 2016, is by and among Juno Therapeutics, Inc., a Delaware corporation (Parent), P Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub 1), P Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (Merger Sub 2 and, together with Merger Sub 1, the Merger Subs), AbVitro Inc., a Delaware corporation (the Company), Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative of the Indemnifying Securityholders (the Securityholders Representative), and each of the Stockholders made a party hereto pursuant to an Agreement and Joinder.

Absence of Undisclosed Liabilities. The Company does not have any Liabilities, except for (a) Liabilities shown on the Interim Balance Sheet, (b) Merger Expenses set forth on the Estimated Closing Balance Sheet, (c) Liabilities that have arisen since the Interim Balance Sheet Date in the ordinary course of business of the Company consistent with past practice and which are similar in nature to the Liabilities that arose during the comparable period of time in the immediately preceding fiscal period and are disclosed as current Liabilities on the Estimated Closing Balance Sheet, and (d) written contractual liabilities pursuant to Material Contracts incurred in the ordinary course of business of the Company consistent with past practice that are not required by GAAP to be reflected on a balance sheet and, in each case in clauses (c) and (d), none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract, breach of warranty, tort, infringement or violation of Law.

Absence of Undisclosed Liabilities from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of October 30, 2015, by and among Quality Systems, Inc., a California corporation (Parent), Ivory Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), HealthFusion Holdings, Inc., a Delaware corporation (the Company), and Seth Flam, Sol Lizerbram and Jonathan Flam (in their capacity as the Securityholder Representative Committee hereunder, the Securityholder Representative Committee). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

Absence of Undisclosed Liabilities. Except as disclosed in the Company Financial Statements, no Group Company has any liabilities of any nature required to be disclosed on a consolidated balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP, except for (a) liabilities shown on the Company Balance Sheet, (b) liabilities which have arisen in the ordinary course of business and consistent with past practice since the Company Balance Sheet Date, or (c) liabilities incurred in connection with this Agreement or the transactions contemplated hereby.

Absence of Undisclosed Liabilities from Equity Interest Purchase Agreement

THIS EQUITY INTEREST PURCHASE AGREEMENT ("Agreement") is entered into as of September 9, 2015, by and among neuroFix therapeutics, inc., a Delaware corporation (the "Legacy Corporation"), neuroFix, LLC, a Delaware limited liability company (the "Company"), Philip Harper, an individual resident in the Commonwealth of Pennsylvania ("Harper"), Hakon Hakonarson, an individual resident in the Commonwealth of Pennsylvania ("Hakonarson"), The Children's Hospital of Philadelphia, a Pennsylvania non-profit corporation ("CHOP"), and Medgenics, Inc., a Delaware corporation ("Purchaser"). The Legacy Corporation, the Company, Harper, Hakonarson, CHOP, and Purchaser are sometimes referred to herein individually as "Party" and collectively as the "Parties." Capitalized terms not otherwise defined herein have the respective meanings assigned to such terms in Article XIV hereof.

Absence of Undisclosed Liabilities. Except as set forth in Section 4.7 of the Disclosure Schedule, there is no Liability of or by the Company or any other Person in respect of the Business of any nature except Liabilities arising since the formation of the Company in the ordinary course of business consistent with past practices that, individually or in the aggregate, are (i) not material or (ii) could not reasonably be expected to have a Material Adverse Effect on the Company or the Business.

Absence of Undisclosed Liabilities from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made as of August 27, 2015, by and among LAKE REGION MEDICAL HOLDINGS, INC., a Delaware corporation (the Company), GREATBATCH, INC., a Delaware corporation (Parent), and Provenance Merger Sub Inc., a Delaware corporation and indirect wholly owned Subsidiary of Parent (Merger Sub).

Absence of Undisclosed Liabilities. The Company and its Subsidiaries do not have any liabilities, whether accrued, absolute, contingent, direct or indirect or otherwise, except for liabilities (a) disclosed, reflected or accrued on or reserved against in the Balance Sheet, (b) arising in the Ordinary Course of Business since the Balance Sheet Date, (c) which would not have a Company Material Adverse Effect, individually or in the aggregate, or (d) incurred in connection with this Agreement or the transactions contemplated hereby. The Company, Accellent Holdings Corp. and Accellent Acquisition Corp. have never had business operations, have been and are non-operating holding companies and have no separate assets or liabilities of any nature other than the Companys ownership of outstanding shares of Accellent Holdings Corp., Accellent Holdings ownership of the outstanding shares of Accellent Acquisition and Accellent Acquisitions ownership of the outstanding shares of the Operating Company.

Absence of Undisclosed Liabilities from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of August 4, 2015, by and among (i) CrossView, Inc., a Florida corporation (the "Company"), (ii) each of the shareholders of the Company listed on the signature pages hereto (each a "Shareholder," and collectively, the "Shareholders"), (iii) Cardinal Asset Acquisition Corp., a Delaware corporation ("Buyer"), and (iv) PFSweb, Inc., a Delaware corporation ("Parent"). Terms used herein and not otherwise defined herein shall have the meaning given to such terms in Article 7 hereof.

Absence of Undisclosed Liabilities. The Company has no material Liabilities other than (a) Liabilities reflected on the face of the Latest Balance Sheet, (b) Liabilities under Contracts and Employee Benefit Plans and (c) Liabilities that have arisen since the date of the Latest Balance Sheet in the ordinary course of business (none of which relates to breach of Contract, breach of warranty, tort, infringement, violation of or Liability under any Legal Requirements, or any action, suit or proceeding). The Company has no outstanding Indebtedness.

Absence of Undisclosed Liabilities from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of the 15th day of July, 2015 (the "Effective Date"), by and among (i) Meta Financial Group, Inc., a Delaware corporation (the "Parent"), (ii) MetaBank, a federally chartered stock saving bank (the "Buyer"), (iii) Fort Knox Financial Services Corporation, a Kentucky corporation ("Ft. Knox"), (iv) Tax Product Services LLC, a Delaware limited liability company ("TPS" and together with Ft. Knox, the "Companies" and each, a "Company"), (v) Alan D. Lodge Family Trust, Michael E. Boone, Michael J. Boone, and Cary Shields (together, the "Shareholders," or individually, a "Shareholder") and Alan D. Lodge, individually ("Lodge"), solely for purposes of Section 10.9.

Absence of Undisclosed Liabilities. No Company has any obligations or liabilities (matured or unmatured, fixed or contingent) of a nature required to be disclosed on a balance sheet or the footnotes thereto in accordance with GAAP, other than (a) those reflected or reserved against in the May 31, 2015 Balance Sheet, (b) those incurred in the ordinary course of business since May 31, 2015 which shall be required to be disclosed on the Closing Date Balance Sheet in accordance with GAAP to the extent not discharged as of the Closing Date, or (c) those incurred in connection with the execution and delivery of this Agreement.

Absence of Undisclosed Liabilities from Asset Purchase Agreement

Nile Cornelison Trust, a grantor revocable trust for which Nile Cornelison, an individual resident of the State of Iowa (Nile Cornelison), and Jeanette Cornelison, an individual resident of the State of Iowa (Jeanette Cornelison), are the sole co-trustees (the Nile Cornelison Trust),

Absence of Undisclosed Liabilities. Except as and to the extent specifically set forth on the face of the Recent Balance Sheet, or in Schedule 3.9, the Company has no Liabilities, other than: (a) commercial Liabilities incurred since the date of the Recent Balance Sheet in the ordinary course of business consistent with past practice and are either included as an Assumed Liability for purposes of the computation of the Final Purchase Price or are set forth in Schedule 3.9, none of which has had or is reasonably likely to have a material adverse effect on the conduct, financial condition, business, prospects or operations of the Business, the assets that are used, held for use or acquired or developed for use primarily in the Business, the Purchased Assets, the Assumed Liabilities or the Liabilities relating to the Business; or (b) Liabilities otherwise expressly disclosed by the Shareholders or the Company in this Agreement or in the Disclosure Schedules.