Common use of Determination of Validity Clause in Contracts

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Purchaser in its sole discretion, which determination will be final and binding. The Purchaser reserves the absolute right to reject any or all tenders determined by it not to be in proper form or the acceptance for payment of or payment for Shares which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular Shares, whether or not similar defects or irregularities are waived in the case of other Shares. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of the Purchaser, Parent, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Purchaser Purchaser, in its sole discretion, which determination will be final and binding. The Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of which, or payment for Shares which which, may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right right, in its sole discretion, subject to the provisions of the Merger Agreement, to waive any of the conditions of the Offer or any defect or irregularity in the tender of any tender with respect to Shares of any particular Sharesshareholder, whether or not similar defects or irregularities are waived in the case of other Sharesshareholders. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of the Purchaser, Parent, FLX, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Subject to the terms of the Merger Agreement, Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser Purchaser, in its sole discretion, which determination will shall be final and bindingbinding on all parties. The Purchaser reserves the absolute right to reject any or and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for Shares which may, in the opinion of the Purchaser's its counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any tender with respect to Shares of any particular Sharesstockholder, whether or not similar defects or irregularities are waived in the case of other Sharesstockholders. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waivedwaived to the satisfaction of the Purchaser. None of the Purchaser, Parent, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's ’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Determination of Validity. All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser Purchaser, in its sole discretion, which whose determination will be final and bindingbinding on all parties. The Purchaser reserves the absolute right to reject any or all tenders determined by it not to be in proper form or the acceptance for payment of or payment for Shares which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any tender with respect to of Shares of any particular Shares, shareholder whether or not similar defects or irregularities are waived in the case of other Sharesshareholders without any impact on the rights of such other shareholders. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of the Purchaser, Parent, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waived. None of Purchaser, Parent or any of their affiliates or assigns, if any, the Depositary, the Information Agent or any other person will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Purchaser's acceptance for payment of Shares tendered pursuant to any of the procedures described above will constitute a binding agreement between the tendering shareholder and Purchaser upon the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Purchaser in its sole and absolute discretion, which determination will shall be final and bindingbinding on all parties, subject to the right, to the extent required by applicable law, of any such party to dispute such determination in a court of competent jurisdiction. The Purchaser reserves the absolute right to reject any or and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for Shares which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any tender with respect to Shares of any particular Shares, stockholder whether or not similar defects or irregularities are waived in the case of any other Sharesstockholder. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waived. None of the PurchaserLuminex, Parent, the Dealer ManagerPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent Agent, Nanosphere or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's ’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions theretoInstructions thereto and any other documents related to the Offer) will shall be final and bindingbinding on all parties, subject to the right, to the extent required by applicable law, of any such party to dispute such interpretation in a court of competent jurisdiction.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will Shares, including questions as to the proper completion or execution of any letter of transmittal, Notice of Guaranteed Delivery or other required documents and as to the proper form for transfer of any certificate of Shares, shall be determined resolved by the Purchaser Purchaser, in its sole discretion, which whose determination will shall be final and binding. The Purchaser reserves shall have the absolute right to determine whether to reject any or all tenders determined by it not to be in proper or complete form or the acceptance for payment of or payment for Shares which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect irregularities or irregularity in conditions, and the Purchaser’s interpretation of the offer, the offer to purchase, the letter of transmittal and the instructions thereto and the Notice of Guaranteed Delivery (including the determination of whether any tender with respect is complete and proper) shall be final and binding, subject to any particular Shares, whether or not similar defects or irregularities are waived the parties disputing such determination in the case a court of other Sharescompetent jurisdiction. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of the Purchaser, ParentLabCorp, the Depositary, the Dealer Manager, the DepositaryInformation Agent, the Information Agent Monogram or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) No alternative, conditional or contingent tenders will be final accepted and bindingno fractional Shares will be purchased.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser Purchaser, in its sole discretion, which whose determination will be final and bindingbinding on all parties. The Purchaser reserves the absolute right to reject any or all tenders determined by it not to be in proper form or the acceptance for payment of or payment for Shares which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any tender with respect to Shares of any particular Shares, shareholder whether or not similar defects or irregularities are waived in the case of other Sharesshareholders. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of the Purchaser, Parent, the Dealer Manager, the Depositary, the Information Agent Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and bindingbinding on all parties.

Determination of Validity. All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser Purchaser, in its sole discretion, which whose determination will shall be final and bindingbinding on all parties. The Purchaser reserves the absolute right to reject any or all tenders determined by it not to be in proper form or the acceptance for payment of or payment for Shares which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in any tender with respect to of Shares of any particular Shares, shareholder whether or not similar defects or irregularities are waived in the case of other Sharesshareholders. The Purchaser's interpretation of the terms and conditions of the Offer will be final and binding. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto with respect to such tender have been cured or waivedwaived by the Purchaser. None of the Purchaser, ParentCrane, the Dealer ManagerPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation acceptance for payment of Shares tendered pursuant to any of the procedures described above will constitute a binding agreement between the tendering shareholder and the Purchaser upon the terms and subject to the conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and bindingOffer.

Determination of Validity. All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser Purchaser, in its sole discretion, which determination will be final and bindingbinding on all parties. The Purchaser reserves the absolute right right, subject to the terms of the Merger Agreement and applicable law, to reject any or all tenders determined by it Purchaser not to be in proper form or the acceptance for payment of or payment for Shares which may, in the opinion of the Purchaser's ’s counsel, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions of the Offer, except the Minimum Condition (which waiver requires Datascope’s prior written consent) or any defect or irregularity in any tender with respect to of Shares by any particular SharesDatascope stockholder, whether or not similar defects or irregularities are waived in the case of other SharesDatascope stockholders. Purchaser’s interpretation of the terms and conditions of the Offer will be final and binding. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto with respect to the tender have been cured or waivedwaived by Purchaser. None of the PurchaserGetinge, Parent, the Dealer ManagerPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person or entity will be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Determination of Validity. All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of tendered Shares will be determined by the Purchaser in its sole discretion, which and its determination will shall be final and bindingbinding on all parties. The Purchaser reserves the absolute right to reject any or all tenders determined by of any Shares that it determines are not to be in proper appropriate form or the acceptance for payment of or payment for Shares which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular SharesShares or any particular shareholder, whether or not similar defects or irregularities are waived in and Purchaser's interpretation of the case terms and conditions of other Sharesthe Offer (including the Letter of Transmittal and the Instructions thereto) will be final and binding on all parties. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been expressly waived or cured or waivedto the satisfaction of Purchaser. None of the Purchaser, Parent, the Dealer ManagerTyco, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or tenders, nor shall any of them incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of the Shares will be determined by the Purchaser OrthoStrategies in its sole discretion, which determination will be final and binding. The Purchaser OrthoStrategies reserves the absolute right to reject any or and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for Shares which may, in the opinion of the Purchaser's OrthoStrategies' counsel, be unlawful. The Purchaser OrthoStrategies also reserves the absolute right to waive any defect or irregularity in the tender of any tender with respect to Shares of any particular Shares, shareholder whether or not similar defects or irregularities are waived in the case of other Sharesshareholders. No tender of any Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waived. None of the Purchaser, Parent, the Dealer ManagerOrthoStrategies, the Depositary, the Information Agent Agent, or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's OrthoStrategies interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions Instructions thereto) will be final and binding.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Purchaser in its sole and absolute discretion, which determination will be final and binding. The Purchaser reserves the absolute right to reject any or and all tenders determined by it the Purchaser not to be in proper form or the acceptance for payment of or payment for Shares which may, in the opinion of the Purchaser's counsel’s opinion, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any tender with respect to Shares of any particular Shares, stockholder whether or not similar defects or irregularities are waived in the case of any other Sharesstockholder. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waived. None of the Purchaser, ParentPinnacle, the Dealer ManagerPurchaser or any of their respective affiliates or assigns, the Depositary, ▇.▇. ▇▇▇▇ & Co., Inc. (the “Information Agent Agent”), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Partners LP (the “Dealer Manager”) or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Subject to the Purchaser's ’s obligations under the Merger Agreement, the Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions theretoInstructions thereto and any other documents related to the Offer) will be final and binding.

Determination of Validity. All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of tendered Shares will be determined by the Purchaser in its sole discretion, which determination will shall be final and binding. The Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of or payment for Shares which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular Shares, whether or not similar defects or irregularities are waived in the case of other Shares. No tender of Shares will be deemed to have been validly properly made until all defects or and irregularities relating thereto have been cured or waived. Purchaser's interpretation of the terms and conditions of the Offer in this regard (including the Letter of Transmittal and the Instructions thereto) will be final and binding. None of the Purchaser, Parent, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Purchaser in its sole discretion, which determination will be final and binding. The Purchaser reserves the absolute right to reject any or and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for Shares which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any tender with respect to Shares of any particular Shares, shareholder whether or not similar defects or irregularities are waived in the case of other Sharesshareholders. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waivedwaived to the satisfaction of Purchaser. None of the Purchaser, Parent, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions Instructions thereto) will be final and binding.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser in its sole discretion, which determination will be final and bindingbinding on all parties. The Purchaser reserves the absolute right to reject any or and all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of of, or payment for Shares for, which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right right, in its sole discretion, to waive any of the conditions of the Offer or any defect or irregularity in any the tender with respect to of any particular Shares, whether or not similar defects or irregularities are waived in the case of other Sharesstockholders, and Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto and any other related documents) will be final and binding on all persons. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waivedwaived to the satisfaction of Purchaser. None of the Purchaser, Parent, the Dealer Manager, the Depositary▇▇. ▇▇▇▇▇▇▇, the Information Agent or the Depositary, or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser in its sole discretion, which determination will be final and bindingbinding on all parties. The Purchaser reserves the absolute right to reject any or all tenders determined by it not to be in proper form or the acceptance for payment of or payment for Shares which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any tender with respect to Shares of any particular Sharesshareholder, whether or not similar defects or irregularities are waived in the case of other Sharesshareholders. No tender of Shares will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waivedwaived to the satisfaction of Purchaser. None of the Purchaser, Parent, the Dealer ManagerTechnical Olympic, the Depositary, the Information Agent Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in tenders 11 14 or incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

Determination of Validity. All questions as to the form of documents and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of tendered Shares will be determined by the Purchaser in its sole discretion, which determination will shall be final and bindingbinding on all parties. The Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by it not to be in proper form or the acceptance for payment of of, or payment for Shares which may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right to waive any defect or irregularity in any tender with respect to of Shares of any particular Sharesstockholder, whether or not similar defects or irregularities are waived in the case of other Sharesstockholders. No tender of Shares will be deemed to have been validly made until all defects or and irregularities relating thereto have been cured or waived. None of the Purchaser, Parentthe Depositary, the Dealer Manager, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or will incur any liability for failure to give any such notification. The Purchaser's interpretation of the terms and conditions of the Offer in this regard (including the Letter of Transmittal and the instructions Instructions thereto) will be final and binding.