Common use of Determination of Validity Clause in Contracts

Determination of Validity. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in its sole discretion. Purchaser reserves the absolute right, subject to the terms of the Merger Agreement and applicable law, to reject any or all tenders determined by Purchaser not to be in proper form or the acceptance of or payment for which may, in the opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right to waive any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase, except the Minimum Condition (which waiver requires Exa's prior written consent) or any defect or irregularity in any tender of Shares of any particular stockholder of Exa, whether or not similar defects or irregularities are waived in the case of other stockholders of Exa. All questions as to the interpretation of the terms and conditions of the Offer will be determined by Purchaser, in its sole discretion. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect to the tender have been cured or waived by Purchaser. None of Dassault Systèmes, Parent, Purchaser 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.

Determination of Validity. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser, in its sole discretion, whose determination shall be final and binding on all parties. The Purchaser reserves the absolute right, subject to the terms of the Merger Agreement and applicable law, right to reject any or all tenders determined by Purchaser it not to be in proper form or the acceptance of or payment for 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 to of the Offer set forth (other than the requirement that at least a majority of the Shares not held by the Purchaser or the Investor Group be tendered in the Merger Agreement and described in Section 15—"Conditions Offer which can only be waived with the approval of the Offer" of this Offer to Purchase, except the Minimum Condition (which waiver requires Exa's prior written consentSpecial Committee) or any defect or irregularity in any tender of Shares of any particular stockholder of Exa, whether or not similar defects or irregularities are waived in the case of other stockholders of Exastockholders. All questions as to the The Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be determined by Purchaser, in its sole discretionfinal and binding. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect to the such tender have been cured or waived by Purchaserwaived. None of Dassault Systèmes, Parent, the Purchaser or any of their respective its affiliates or assigns, if any, 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 acceptance for payment of Shares tendered pursuant to any of the procedures described above will constitute a binding agreement between the tendering stockholder and the Purchaser upon the terms and subject to the conditions of the Offer.

Determination of Validity. All questions as to the form of documents and the validity, form, eligibility (including including, without limitation, time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, Purchaser in its sole reasonable discretion. Purchaser reserves the absolute right, subject to the terms of the Merger Agreement and applicable law, right to reject any or and all tenders determined by Purchaser it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaser's its counsel, be unlawful. Purchaser also reserves the absolute right to waive any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase, except the Minimum Condition (which waiver requires Exa's prior written consent) or any defect or irregularity in any the tender of any Shares of any particular stockholder of Exashareholder, whether or not similar defects or irregularities are waived in the case of other stockholders of Exa. All questions as to the interpretation of the terms and conditions of the Offer will be determined by Purchaser, in its sole discretionshareholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect to the tender have been cured or waived by to the satisfaction of Purchaser. None of Dassault Systèmes, Parent, Purchaser or any of their respective affiliates or assignsPurchaser, 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. Shareholders may challenge Purchaser's interpretation of the terms and conditions of the Offer (including, without limitation, the Letter of Transmittal and the instructions thereto), and only a court of competent jurisdiction can make a determination that will be final and binding on all parties.

Determination of Validity. All questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in its sole discretion. Purchaser reserves the absolute right, subject to the terms of the Merger Agreement and applicable law, to reject any or all tenders determined by Purchaser not to be in proper form or the acceptance of or payment for which may, in the opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right to waive any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase, except the Minimum Condition (which waiver requires ExaArctic Cat's prior written consent) or any defect or irregularity in any tender of Shares of any particular stockholder shareholder of ExaArctic Cat, whether or not similar defects or irregularities are waived in the case of other stockholders shareholders of ExaArctic Cat. All questions as to the interpretation of the terms and conditions of the Offer will be determined by Purchaser, in its sole discretion. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect to the tender have been cured or waived by Purchaser. None of Dassault Systèmes, ParentTextron, Purchaser 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.

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 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 Share certificates, will be determined resolved by Purchaser, in its sole reasonable discretion, and Purchaser's determination will be final and binding. Purchaser reserves will have the absolute right, subject right to the terms of the Merger Agreement and applicable law, determine whether to reject any or all tenders determined by Purchaser not to be in proper or complete form or the acceptance of or payment for which may, in the opinion of Purchaser's counsel, be unlawful. Purchaser also reserves the absolute right to waive any of the conditions to the Offer set forth in the Merger Agreement irregularities or conditions, and described in Section 15—"Conditions Purchaser's interpretation of the Offer" of this , the Offer to Purchase, except the Minimum Condition Letter of Transmittal and the instructions thereto and the Notice of Guaranteed Delivery (which waiver requires Exa's prior written consent) or any defect or irregularity in including the determination of whether any tender of Shares of any particular stockholder of Exais complete and proper) will be final and binding. Notwithstanding the foregoing, whether or not similar defects or irregularities are waived in the case of other stockholders of Exa. All questions as to the interpretation Company may challenge a determination made by Purchaser in a court of the terms competent jurisdiction and conditions a final, non-appealable order or judgment of the Offer a court of competent jurisdiction will be determined by Purchaser, in its sole discretionfinal and binding on all parties. No tender of Shares will be deemed to have been validly made until all defects and or irregularities with respect to the tender relating thereto have been cured or waived by Purchaserwaived. None of Dassault SystèmesPurchaser, Parent, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent Agent, the Company 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. No alternative, conditional or contingent tenders will be accepted and no fractional Shares will be purchased.