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 Purchaser in its sole and absolute discretion, which determination 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. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaser, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder whether or not similar defects or irregularities are waived in the case of any other stockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of General Xxxxx, Purchaser or any of their respective affiliates or assigns, 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. Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Instructions thereto and any other documents related to the Offer) shall be final and binding on all parties, subject to the right 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 be determined by Purchaser in its sole and absolute discretion, which determination 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. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaser, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder shareholder whether or not similar defects or irregularities are waived in the case of any other stockholdershareholder. No tender of Shares will be deemed to have been Table of Contents validly made until all defects and irregularities relating thereto have been cured or waived. None of General XxxxxAsahi Kasei, Purchaser or any of their respective affiliates or assigns, 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. Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Instructions thereto and any other documents document related to the Offer) shall will be final and binding on all parties, subject to the right 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 be determined by Purchaser us in its our sole and absolute discretion, which determination shall will be final and binding on all partiesbinding, subject to the right rights of any such party the tendering holders of Shares to dispute such challenge our determination in a court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by it us not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaserour opinion, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder whether or not similar defects or irregularities are waived in the case of any other stockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of General XxxxxParent, Purchaser or any of their respective affiliates or assigns, the DepositaryDepositary and Paying Agent, 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. Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Instructions instructions thereto and any other documents related to the Offer) shall will be final and binding on all partiesbinding, subject to the right rights of any such party the tendering holders of Shares to dispute such interpretation challenge our determination 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 be determined by Purchaser us in its our sole and absolute discretion, which determination shall will be final and binding on all partiesbinding, subject to the right rights of any such party the tendering holders of Shares to dispute such challenge our determination in a court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by it us not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaserour opinion, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder whether or not similar defects or irregularities are waived in the case of any other stockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of General XxxxxParent, Purchaser or any of their respective affiliates or assigns, 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. Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Instructions instructions thereto and any other documents related to the Offer) shall will be final and binding on all partiesbinding, subject to the right rights of any such party the tendering holders of Shares to dispute such interpretation challenge our determination 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 be determined by Purchaser in its sole and absolute discretion, which determination 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. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaser, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder whether or not similar defects or irregularities are waived in the case of any other stockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of General XxxxxCelgene, Purchaser the Depositary, the Information Agent, the Dealer Manager or any of their respective affiliates or assigns, 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. Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Instructions thereto and any other documents related to the Offer) shall be final and binding on all parties, subject to the right 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 be determined by Purchaser in its sole and absolute discretion, which determination 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. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaser, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder whether or not similar defects or irregularities are waived in the case of any other stockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of General XxxxxDSM, Purchaser or any of their respective affiliates or assigns, 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. Purchaser’s 's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Instructions thereto and any other documents document related to the Offer) shall will be final and binding on all parties, subject to the right 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 be determined by Purchaser us in its our sole and absolute discretion, which determination shall will be final and binding on all partiesbinding, subject to the right rights of any such party the tendering holders of Shares to dispute such challenge our determination in a court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by it us not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaserour opinion, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder whether or not similar defects or irregularities are waived in the case of any other stockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of General XxxxxParent, Purchaser or any of their respective affiliates or assigns, 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. Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Instructions thereto and any other documents related to the Offer) shall will be final and binding on all partiesbinding, subject to the right rights of any such party the tendering holders of Shares to dispute such interpretation challenge our determination 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 Shares will be determined by Purchaser Purchaser, in its sole and absolute discretion, which determination shall will 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. Purchaser reserves the absolute right right, subject to the terms of the Merger Agreement and applicable law, to reject any and or all tenders determined by it Purchaser not to be in proper form or the acceptance for payment 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 of the Offer, except the Minimum Condition (which waiver requires Datascope’s prior written consent) or any defect or irregularity in the any tender of any Shares of by any particular stockholder Datascope stockholder, whether or not similar defects or irregularities are waived in the case of any other stockholderDatascope 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 and irregularities relating thereto with respect to the tender have been cured or waivedwaived by Purchaser. None of General XxxxxGetinge, 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. Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Instructions thereto and any other documents related to the Offer) shall be final and binding on all parties, subject to the right 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 be determined by Purchaser in its sole and absolute discretion, which determination shall will 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. Purchaser reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaser, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder whether or not similar defects or irregularities are waived in the case of any other stockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities relating thereto have been cured or waived. None of General XxxxxGalenica, Purchaser Purchaser, Relypsa, the Depositary, the Information Agent or any of their respective affiliates or assigns, the Depositary, the Information Agent or any other person 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. Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the Instructions thereto and any other documents related to the Offer) shall will be final and binding on all parties, subject to the right of any such party to dispute such interpretation in a court of competent jurisdiction.