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 for payment of any tender of Shares will be determined by the Purchaser, in its sole discretion, whose determination will be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders determined by them not to be in proper form or the acceptance for payment 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 defect or irregularity in the tender of any Shares of any particular shareholder whether or not similar defects or irregularities are waived in the case of 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, 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 this Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding on all parties.

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, whose which determination will be final and binding on all partiesbinding. The Purchaser reserves the absolute right to reject any or all tenders determined by them it not to be in proper form or the acceptance for payment of or payment 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, subject to the terms and conditions of the Merger Agreement and the Stockholders Agreement, to waive any of the conditions of the Offer or any defect or irregularity in the any tender of any Shares of with respect to any particular shareholder Shares, whether or not similar defects or irregularities are waived in the case of other shareholdersShares. 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 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 this the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding on all partiesbinding.

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 and absolute discretion, whose which determination will be final and binding on all partiesbinding. The Purchaser reserves the absolute right to reject any or and all tenders determined by them the Purchaser not to be in proper form or the acceptance for payment of or payment for 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 Shares of any particular shareholder stockholder whether or not similar defects or irregularities are waived in the case of any other shareholdersstockholder. 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 Pinnacle, the PurchaserPurchaser or any of their respective affiliates or assigns, the Depositary, X.X. Xxxx & Co., Inc. (the “Information Agent Agent”), Xxxxxxx Xxxxxxxx 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 this 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 on all partiesbinding.

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, whose which determination will be final and binding on all partiesbinding. The Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by them it not to be in proper form or the acceptance for payment of which, or payment for 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 Shares of any particular shareholder shareholder, whether or not similar defects or irregularities are waived in the case of 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 Purchaser, Parent, FLX, the PurchaserDealer 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 this the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding on all partiesbinding.

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 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, in its sole discretion, whose determination will shall be final and binding on all partiesbinding. The Purchaser reserves shall have the absolute right to determine whether to reject any or all tenders determined by them not to be in proper or complete form or the acceptance for payment 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 defect irregularities or irregularity 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 is complete and proper) shall be final and binding, subject to the parties disputing such determination in the tender a court of any Shares of any particular shareholder whether or not similar defects or irregularities are waived in the case of other shareholderscompetent 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, LabCorp, the Depositary, the Dealer Manager, the Information Agent 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 this Offer (including the Letter of Transmittal and the instructions thereto) No alternative, conditional or contingent tenders will be final accepted and binding on all partiesno fractional Shares will be purchased.

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, Purchaser in its sole discretion, whose which determination will shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by them it not to be in proper form or the acceptance for payment of 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 defect or irregularity in the any tender of any Shares of any particular shareholder stockholder, whether or not similar defects or irregularities are waived in the case of other shareholdersstockholders. 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, the Depositary, the Dealer Manager, 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 Offer regard (including the Letter of Transmittal and the instructions Instructions thereto) will be final and binding on all partiesbinding.

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 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, in its sole discretion, whose determination will shall be final and binding on all partiesbinding. The Purchaser reserves shall have the absolute right to determine whether to reject any or all tenders determined by them not to be in proper or complete form or the acceptance for payment 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 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 of any Shares of any particular shareholder whether or not similar defects or irregularities are waived in the case of other shareholdersis complete and proper) shall be final and binding. 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, Cytyc, the Depositary, the Information Agent Agent, Adeza 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 this Offer (including the Letter of Transmittal and the instructions thereto) No alternative, conditional or contingent tenders will be final accepted and binding on all partiesno 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, in its sole discretion, whose determination will be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders determined by them it not to be in proper form or the acceptance for payment 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 defect or irregularity in the tender of any Shares of any particular shareholder whether or not similar defects or irregularities are waived in the case of 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 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 this the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding 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 tendered Shares will be determined by the Purchaser, Purchaser in its sole discretion, whose and its determination will shall be final and binding on all parties. The Purchaser reserves the absolute right to reject any or all tenders determined by them of any Shares that it determines are not to be in proper appropriate form or the acceptance for payment 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 defect or irregularity in the any tender of any Shares of with respect to any particular shareholder whether Shares or not similar defects or irregularities are waived in any particular shareholder, and Purchaser's interpretation of the case terms and conditions of other shareholdersthe 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, Tyco, 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 this Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding on all parties.

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 Shares, including questions as to the proper completion or execution of any Letter of Transmittal (or facsimile thereof), 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, in its sole discretion, whose determination will shall be final and binding on all partiesbinding. The Purchaser reserves shall have the absolute right to determine whether to reject any or all tenders determined by them not to be in proper or complete form or the acceptance for payment 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 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 of any Shares of any particular shareholder whether or not similar defects or irregularities are waived in the case of other shareholdersis complete and proper) shall be final and binding. 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, IDEX, the Depositary, the Information Agent Microfluidics 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 this Offer (including the Letter of Transmittal and the instructions thereto) No alternative, conditional or contingent tenders will be final accepted and binding on all partiesno 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 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, in its sole discretion, whose determination will shall be final and binding on all partiesbinding. The Purchaser reserves shall have the absolute right to determine whether to reject any or all tenders determined by them not to be in proper or complete form or the acceptance for payment 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 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 of any Shares of any particular shareholder whether or not similar defects or irregularities are waived in the case of other shareholdersis complete and proper) shall be final and binding. 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, Lilly, the Depositary, the Information Agent Agent, the Dealer Manager, ImClone 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 this Offer (including the Letter of Transmittal and the instructions thereto) No alternative, conditional or contingent tenders will be final accepted and binding on all partiesno 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 and absolute discretion, whose which determination will shall be final and binding 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 them it not to be in proper form or the acceptance for payment 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 defect or irregularity in the tender of any Shares of any particular shareholder stockholder whether or not similar defects or irregularities are waived in the case of any other shareholdersstockholder. 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, Purchaser 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 this 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 binding 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 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, Purchaser in its sole discretion, whose which determination will shall be final and binding on all partiesbinding. The Purchaser reserves the absolute right to reject any or all tenders of any Shares determined by them it not to be in proper form or the acceptance for payment 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 defect or irregularity in the any tender of any Shares of any particular shareholder whether or not similar defects or irregularities are waived in the case of other shareholdersShares. 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 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 this Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding on all parties.

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 Purchaserus, in its our sole discretion, whose which determination will shall be final and binding on all parties, subject to the right of any such party to dispute such determination in a court of competent jurisdiction. The Purchaser reserves We reserve the absolute right to reject any or and all tenders determined by them us not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of the Purchaser's our counsel, be unlawful. The Purchaser We also reserves reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular shareholder shareholder, whether or not similar defects or irregularities are waived in the case of other shareholders. 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 our satisfaction. None of the Purchaser, 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 Our interpretation of the terms and conditions of this the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding on all partiesbinding, subject to the right of any such party to dispute such determination in a court of competent jurisdiction.