Material Adverse Effect Uses in Absence of Certain Changes Clause

Absence of Certain Changes from Equity Interest Purchase Agreement

This Equity Interest Purchase Agreement (this "Agreement") is made and entered into as of June 1, 2015, by and between Angell Energy, LLC, a Texas limited liability company ("Buyer"), and Twin Cities Power Holdings, LLC, a Minnesota limited liability company ("Seller"). Buyer and Seller are collectively referred to herein as the "Parties" and each individually as a "Party."

Absence of Certain Changes. Since December 31, 2014 (other than in connection with this Agreement), each Company has conducted its business only in the ordinary course, consistent with past practice (and, for the avoidance of doubt, no Company has changed its working capital practices or its policies, practices, and procedures with respect to the establishment of reserves, accrual of expenses, prepayment of expenses, payment of trade accounts payable, and deferral of revenue), and has used commercially reasonable efforts to maintain and to preserve intact its present business organization, to conduct its operations in compliance with applicable Laws, to maintain its Permits that are required for it to carry on its Business, to preserve its assets and properties in good repair and condition, to retain the services of its employees. Since December 31, 2014, and other than in the ordinary course of business, there has not been, with respect to any Company any state of facts, event, circumstance, development, change or effect that, individually or in the aggregate: (a) would delay, prevent, limit or impair the Companies from being able to perform their respective obligations under and in accordance with the terms of this Agreement, or (b) has had or would reasonably be expected to have a Material Adverse Effect.

Absence of Certain Changes from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August 8, 2015, by and among Berkshire Hathaway Inc., a Delaware corporation ("Parent"), NW Merger Sub Inc., an Oregon corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Precision Castparts Corp., an Oregon corporation (the "Company").

Absence of Certain Changes. Since March 29, 2015, (a) the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice and (b) there has not been any event, circumstance, change, occurrence, state of facts or effect (including the incurrence of any liabilities of any nature, whether or not accrued, contingent or otherwise) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in Section 3.6 of the Company Disclosure Letter, since March 29, 2015, through the date of this Agreement, neither the Company nor any of its Subsidiaries has taken any action that would have constituted a breach of clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix) of Section 5.1 hereof, had the covenants therein applied since March 29, 2015.

Absence of Certain Changes from Purchase Agreement

PURCHASE AGREEMENT (the "Agreement"), dated as of July 29, 2015, by and between REDIFF.COM INDIA LIMITED, a Republic of India corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").

Absence of Certain Changes. Except as disclosed in the SEC Documents, since March 31, 2014, there has been no Material Adverse Effect with respect to the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcyor insolvency proceedings.The Company is financially solvent and is generally able to pay its debts as they become due.

Absence of Certain Changes from Note Purchase Agreement

This NOTE PURCHASE AGREEMENT (the Agreement), dated as of , 2015 (the Effective Date), is entered into by and among AYTU BIOSCIENCE, INC., a Delaware corporation (the Company), and the undersigned (the Purchaser).

Absence of Certain Changes. Since the date of the SEC Filings, there has been no change in the business, operations, conditions (financial or otherwise), prospects, assets or results of operations of the Company or any of its subsidiaries that could reasonably be expected to have a Material Adverse Effect.

Absence of Certain Changes from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 31, 2015, by and among Duke Acquisition Holdings, LLC, a Delaware limited liability company (Parent), Duke Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (Merger Sub), MacDermid Americas Acquisitions Inc., a Delaware corporation (Carve-out Buyer), and OM Group, Inc., a Delaware corporation (the Company).

Absence of Certain Changes. (a) Since January 1, 2015, through the date of this Agreement, the Company and its Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice, in all material respects, (b) since January 1, 2015, there has not been any fact, circumstance, development, event, change, effect or occurrence (including the incurrence of any liabilities of any nature, whether or not accrued, contingent or otherwise) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (c) since January 1, 2015, through the date of this Agreement, none of the Company or any of its Subsidiaries has taken or agreed to take any action that, if taken during the period from the date of this Agreement to the Effective Time, would require Parents or Carve-out Buyers consent under Section 6.1(b)(iv), Section 6.1(b)(vi), Section 6.1(b)(vii), Section 6.1(b)(ix), Section 6.1(b)(x), Section 6.1(b)(xii), Section 6.1(b)(xvi), Section 6.1(b)(xix), Section 6.1(b)(xx) or Section 6.1(b)(xxiii).

Absence of Certain Changes from Purchase Agreement

WHEREAS the Purchaser wishes to acquire from the Corporation, and the Corporation wishes to sell to the Purchaser, a gross sales royalty on the terms and conditions contained herein.

Absence of Certain Changes. Except as otherwise described in this Agreement or as set out in Section 3.9 of the Disclosure Letter, since the date of the most recent Interim Financial Statements the Business has been carried on in the ordinary course of business and no Material Adverse Effect has occurred.

Absence of Certain Changes from Purchase Agreement

WHEREAS the Purchaser wishes to acquire from the Corporation, and the Corporation wishes to sell to the Purchaser, a gross sales royalty on the terms and conditions contained herein.

Absence of Certain Changes. Except as otherwise described in this Agreement or as set out in Section 3.9 of the Disclosure Letter, since the date of the most recent Interim Financial Statements the Business has been carried on in the ordinary course of business and no Material Adverse Effect has occurred.

Absence of Certain Changes from Asset Purchase Agreement

This Asset Purchase Agreement is made and entered into as of March 19, 2015 (the "Effective Date"), by and between Seneca Foods Corporation, a New York corporation, and its wholly owned subsidiary, Seneca Foods, LLC, a Delaware limited liability company (separately, the "Corporation" and the "LLC", respectively, and collectively, the "Seller"), and Pacific Coast Producers, a California corporation ("Buyer").

Absence of Certain Changes. Since October 1, 2014, the Modesto Business has been conducted in the ordinary course of business, and consistent with past practices in all material respects, and Seller has not taken any of the actions prohibited in Section 7.1 - Conduct of Business until Closing Date, nor has any Material Adverse Effect occurred. For purposes of this Agreement, a "Material Adverse Effect" shall mean any change, event, circumstance or effect that is, or would reasonably be expected to be, materially adverse to the Modesto Business, including its future prospects, taken as a whole, excluding any such change, event, circumstance or effect arising out of or in connection with or resulting from: (A) adverse developments in economic, business or financial conditions generally affecting the processed fruit industry or the general economy, and (B) any action, omission, change or event contemplated by this Agreement or attributable to the execution, performance or announcement of this Agreement or the transactions contemplated hereby. Without limiting the generality of the foregoing, since October 1, 2014:

Absence of Certain Changes from Agreement for Purchase and Sale

THIS AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTEREST (this "Agreement"), is executed as of this 24th day of February, 2015, by and between TRANSCANADA AMERICAN INVESTMENTS LTD., a Delaware corporation ("Seller") and TC PIPELINES, LP, a Delaware limited partnership ("Buyer"). Seller and Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Absence of Certain Changes. Except as set forth on Schedule 2.07, since December 31, 2014 and the date hereof: (a) GTN LLC has not incurred any liabilities or obligations, fixed, contingent, accrued or otherwise that are of the type that are required to be set forth on a balance sheet prepared in accordance with GAAP (except for liabilities and obligations incurred in the ordinary course of business); (b) GTN LLC has conducted the Business, in all Material respects, in the ordinary course; and (c) no event, occurrence or other matter has occurred that would reasonably be expected to have a Material Adverse Effect.

Absence of Certain Changes from Agreement and Plan of Merger Among

This AGREEMENT AND PLAN OF MERGER dated as of June 3, 2014 (this Agreement) is made and entered into among The Dai-ichi Life Insurance Company, Limited, a kabushiki kaisha organized under the laws of Japan (Dai-ichi), DL Investment (Delaware), Inc., a Delaware corporation and wholly-owned subsidiary of Dai-ichi (Merger Sub), and Protective Life Corporation, a Delaware corporation (Protective). Dai-ichi, Merger Sub and Protective are referred to in this Agreement individually as a Party and collectively as the Parties.

Absence of Certain Changes. Since January 1, 2014, (a) Protective and the Protective Subsidiaries have conducted their respective businesses only in the ordinary course of business consistent with past practice and (b) there have not been any Changes that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.