Material Adverse Effect Uses in Absence of Undisclosed Liabilities Clause

Absence of Undisclosed Liabilities from Asset Purchase Agreement

This ASSET PURCHASE AGREEMENT (this Agreement), dated as of July 1, 2016 (the Execution Date), is made and entered into by and among PFIZER, INC., a Delaware corporation (Purchaser), and BIND THERAPEUTICS, INC., a Delaware corporation (Seller). Certain capitalized terms used herein are defined in Article I.

Absence of Undisclosed Liabilities. Except as set forth in Section 5.14 of the Seller Disclosure Schedule, to Sellers Knowledge, Seller does not have any material Liabilities except (a) Liabilities reflected in the Interim Financial Statements, (b) Liabilities that have arisen after the Balance Sheet Date in the Ordinary Course of Business or otherwise in accordance with the terms and conditions of this Agreement (none of which is a material Liability for breach of warranty, malpractice, tort or infringement or a claim or lawsuit or breach of an Environmental Law) and (c) Liabilities that are or will be Excluded Liabilities and will not result in any Encumbrance (other than a Permitted Encumbrance) on any of the Acquired Assets following entry of the Sale Order.

Absence of Undisclosed Liabilities from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of May 5, 2016 is by and among Bankrate, Inc., a Delaware corporation ("Buyer"), Next Advisor, Inc., a California corporation ("Seller"), and Robert E. Larson ("Owner" and together with Seller, "Seller Parties").

Absence of Undisclosed Liabilities. Seller does not have any material Liabilities, except (a) as and to the extent specifically accrued for or reserved against in the Balance Sheet; (b) Liabilities which have arisen after the date of the Balance Sheet in the ordinary course of business consistent with past practice (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); (c) executory obligations under a Contract (other than liabilities relating to any breach, or any fact or circumstance that, with notice, lapse of time or both, would result in a breach, thereof by Seller); and (d) Liabilities specifically set forth on Schedule 4.7.

Absence of Undisclosed Liabilities from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (this Agreement) is executed as of September 21, 2015 (the Effective Date) by and among Starwood Capital Group Global, L.P., a Delaware limited partnership (the Contributor), SWAY Management LLC, a Delaware limited liability company (the Manager), Starwood Waypoint Residential Trust, a Maryland real estate investment trust (the REIT), and Starwood Waypoint Residential Partnership, L.P., a Delaware limited partnership (the OP) owned by Starwood Waypoint Residential GP, Inc., a Delaware corporation (the OP-General Partner), as the sole general partner, and by the REIT as the sole limited partner. Capitalized terms used but not defined herein shall have the respective meanings set forth on Exhibit A.

Absence of Undisclosed Liabilities. There are no liabilities or obligations relating to the Business, the Transferred Intellectual Property or the Transferred Assets of any nature, whether accrued, contingent or otherwise, and, to the Knowledge of the Manager, there is no existing condition, situation or set of circumstances that reasonably could be expected to result in such a liability or obligation, except for liabilities or obligations: (i) reflected in the Current Balance Sheet; (ii) that were incurred since June 30, 2015 in the ordinary course of business (including in the course of the Transactions) and would not reasonably be expected to have a Material Adverse Effect with respect to the Manager; or (iii) that are incurred after the Effective Date in connection with, or as a result of, the Merger. As of the Closing, the Manager will not have any liabilities other than liabilities set forth on the Closing Date Balance Sheet.

Absence of Undisclosed Liabilities from Purchase Agreement

THIS SECURITIES CONTRIBUTION AND PURCHASE AGREEMENT (this Agreement) is made as of July 2, 2015, by and among 21C East Florida, LLC, a Delaware limited liability company (Buyer), 21st Century Oncology Investments, LLC (Parent LLC), Kishore Dass, M.D. (Dass), Seema Dass 2014 GRAT, dated May 13, 2014, (GRAT), Ben Han, M.D. (Han), and Rajiv Patel (Patel, and collectively with Dass, GRAT and Han, the Sellers, and each a Seller), and SFRO Holdings, LLC, a Florida limited liability company (the Company). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in ARTICLE VII below.

Absence of Undisclosed Liabilities. Except as set forth on Schedule 2.1, no Target Company has any Liability (including Liabilities relating to medical malpractice claims to the extent not covered by insurance) that, individually or in the aggregate, would be material to the Target Companies taken as a whole, other than (i) Liabilities set forth on the liabilities side of the face of the Balance Sheet (not in the notes thereto), (ii) Liabilities which have arisen after the date of the Balance Sheet in the ordinary course of business consistent with past practice (none of which is a Liability resulting from breach of contract, breach of warranty, tort, infringement, claim, lawsuit or violation of Law, and none of which is material either individually or in the aggregate), or (iii) Liabilities duly authorized by the board of managers of the Company.

Absence of Undisclosed Liabilities 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 Undisclosed Liabilities. The Purchased Assets are not subject to any debt, liability, obligation, contract or commitment except (a) such liabilities and obligations arising from the Assumed Contracts as described in Exhibit E which liabilities and obligations are not as a result of a default or breach thereof and will be satisfied at or prior to Closing if such liabilities or obligations relate to any pre-Closing period, (b) liabilities and obligations which will be paid or otherwise fully satisfied prior to or as of the Closing Date, (c) liabilities and obligations incurred in the ordinary course of business, but in no event greater than $250,000 in the aggregate; and (d) liabilities and obligations entered into by Seller after the Effective Date with the approval of Buyer. Except as set forth on Schedule 5.4 of the Disclosure Schedule, there is no litigation, claim, suit, proceeding, audit, inspection or investigation which is pending, or to Seller's Knowledge, threatened or anticipated against the Purchased Assets or against Seller having an effect on the Purchased Assets. There is no outstanding judgment, order, writ, injunction or decree against Seller, the result of which could materially adversely affect the Modesto Business and/or the Purchased Assets, nor has Seller been notified that any such judgment, order, writ, injunction or decree has been requested, is pending or, to Seller's Knowledge, threatened. Except as set forth on Schedule 5.4 of the Disclosure Schedule, there is no Lien secured by any of the Purchased Assets.

Absence of Undisclosed Liabilities from Agreement and Plan of Merger

Page ARTICLE I DEFINITIONS 2 ARTICLE II THE MERGER 11 2.1 The Merger 11 2.2 Merger Consideration 11 2.3 Effect of Merger 16 2.4 Procedure to Exchange Shares 17 2.5 Tax Treatment 18 2.6 Modification of Structure 18 2.7 Closing 18 ARTICLE III REPRESENTATIONS AND WARRANTIES OF ONEIDA 18 3.1 Capital Structure of Oneida 18 3.2 Organization, Standing and Authority of Oneida 19 3.3 Ownership of Onyx Subsidiaries; Capital Structure of Oneida Subsidiaries 19 3.4 Authorized and Effective Agreement 19 3.5 Regulatory Filings 20 3.6 SEC Documents; Financial Statements; Books and Records; Minute Books. 20 3.7 Material Adverse Change 21 3.8 Absence of Undisclosed Liabilities 21 3.9 Absence of Certain Changes 21 3.10 Properties 23 3.11

Absence of Undisclosed Liabilities. Neither CBSI nor any of its Subsidiaries has any liability (contingent or otherwise) that is material to CBSI on a consolidated basis, or that, when combined with all similar liabilities, would be material to CBSI on a consolidated basis, except as disclosed in the CBSI Financial Statements contained in an SEC Document filed prior to the date hereof and except for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2014.

Absence of Undisclosed Liabilities from Stock and Asset Purchase Agreement

THIS STOCK AND ASSET PURCHASE AGREEMENT (as it may be amended or supplemented from time to time in accordance with the terms hereof, this Agreement), dated as of April 22, 2014, is entered into by and between Novartis AG, a company incorporated under the laws of Switzerland (the Seller), and Eli Lilly and Company, a corporation organized under the laws of Indiana (the Purchaser; each of the Purchaser and the Seller is a Party and together are the Parties).

Absence of Undisclosed Liabilities. The Business does not have any Liability, other than Liabilities (a) adequately reflected or reserved against in the Financial Statements, (b) incurred since December 31, 2013 in the ordinary course of business consistent with past practice (including actions permitted by Section 6.01), (c) arising under any Contract set forth in Section 4.08(a) of the Disclosure Schedule or not required to be so listed (other than as a result of a material breach or default thereunder), (d) disclosed in Section 4.05 of the Disclosure Schedule or in respect of the subject matters specifically addressed by the representations and warranties set forth in Sections 4.07, 4.12, 4.13, 4.14, or 4.15 or (e) which are not material to the Business taken as a whole.

Absence of Undisclosed Liabilities from Agreement and Plan of Merger

This Agreement and Plan of Merger (this Agreement) dated January 4, 2015 (the Agreement Date), by and among Energy Fuels Inc., a corporation organized under the laws of the province of Ontario, Canada (Parent), EFR Nevada Corp., a corporation organized under the laws of the state of Nevada and an indirect wholly owned subsidiary of Parent (Merger Sub, and, together with Parent, the Parent Parties) and Uranerz Energy Corporation, a corporation organized under the laws of the state of Nevada (Target).

Absence of Undisclosed Liabilities. Except as and to the extent (i) set forth on the consolidated balance sheet of Target as at December 31, 2013, including the notes thereto (the 2013 Target Balance Sheet), (ii) set forth on the unaudited balance sheet of Target as at September 30, 2014, including the notes thereto (the September 30, 2014 Target Balance Sheet) (each of the 2013 Target Balance Sheet and the September 30, 2014 Target Balance Sheet as filed on EDGAR), or (iii) specifically and individually described in Section 4.7 of the Target Disclosure Letter, Target does not have any Liability required to be reflected or reserved against in a consolidated balance sheet of Target prepared in accordance with GAAP as applied in preparing the 2013 Target Balance Sheet or the September 2014 Target Balance Sheet, as applicable, except for Liabilities that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Target.

Absence of Undisclosed Liabilities from Merger Agreement

This MERGER AGREEMENT (the "Agreement"), dated October 22, 2014, is made and entered into by and between Heartland Financial USA, Inc., a Delaware corporation ("Heartland"), and Community Banc-Corp. of Sheboygan, Inc., a Wisconsin corporation ("CBCS").

Absence of Undisclosed Liabilities. Except as reflected or expressly reserved against in the Latest Balance Sheets, neither CBCS, CBT nor any other Subsidiary has any Liability, except (a) Liabilities that have arisen after the date of the Latest Balance Sheet in the Ordinary Course of Business, (b) Liabilities not required to be reflected in a balance sheet prepared in accordance with GAAP or disclosed in the footnotes thereto; or (c) obligations under Contracts listed on a Disclosure Schedule to this Agreement or under a Contract not required to be listed on such a Disclosure Schedule; provided that in the case of all of the exceptions set forth in clauses (a), (b) and (c), (i) none of such Liabilities is a material uninsured Liability for breach of Contract, breach of warranty, tort, infringement, Litigation or violation of Governmental Order, Governmental Authorization or Law, and (ii) none of such Liabilities, individually or in the aggregate, would have a Material Adverse Effect. As of the date of this Agreement, and except as set forth in Schedule 4.5, there are no agreements or commitments binding upon CBCS or any Subsidiary, including CBT, to extend credit, in the amount per "one borrower" (as combined and aggregated as set forth in 12 C.F.R. SS32.5), of $500,000 or more, except as set forth on Schedule 4.5.

Absence of Undisclosed Liabilities from Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and effective as of August 13, 2014 among Steven Madden, Ltd., a Delaware corporation ("Buyer"), Dolce Vita Holdings, Inc., a Washington corporation (the "Company"), and Evangelos C. Lamprou and Manuel N. Lucio (each a "Shareholder," and together the "Shareholders").

Absence of Undisclosed Liabilities. Except as and to the extent specifically set forth on the face of the Recent Balance Sheet, or in Schedule 3.10, no Liabilities have been incurred by the Company that would be required to be disclosed on a balance sheet prepared as of the date hereof in accordance with GAAP in the manner applied by the Company consistent with its past practices and the Accounting Principles, other than: (a) Liabilities incurred since the date of the Recent Balance Sheet in the ordinary course of business consistent with past practice, none of which has had or is reasonably likely to have a Material Adverse Effect; (b) Liabilities under Material Contracts or under Contracts entered into in the ordinary course of business which are not required to be disclosed thereon due to specified dollar thresholds or other limitations (excluding, in each case, any liability for any breach of any such Contract); (c) Liabilities incurred in connection with this Agreement; or (d) Liabilities otherwise disclosed on the Disclosure Schedule.