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 of any Shares determined by it not to be in proper form or the acceptance for payment of which, or payment for which, may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, to waive any of the conditions of the Offer or 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 other stockholders. 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 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 PurchaserMerger Subsidiary, in its sole discretion, which determination will be final and binding. The Purchaser Merger Subsidiary 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 which, may, in the opinion of the PurchaserMerger Subsidiary's counsel, be unlawful. The Purchaser Merger Subsidiary also reserves the absolute right, in its sole discretion, to waive any of the conditions of the Offer or any defect or irregularity in the any tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. 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 PurchaserMerger Subsidiary, 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 incur any liability for failure to give any such notification. The PurchaserXxxxxx Xxxxxxxxxx'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.

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, 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 of any Shares determined by it Purchaser 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 ’s counsel, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, right to waive any of the conditions of the Offer 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 Datascope stockholder, whether or not similar defects or irregularities are waived in the case of other Datascope 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, 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. 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 and absolute discretion, which determination will shall be final and bindingbinding on all parties, subject to the right 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 of any Shares determined by 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, in its sole discretion, right to waive any of the conditions of the Offer or 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 stockholdersshareholder. No tender of Shares will be deemed to have been Table of Contents validly made until all defects or and irregularities relating thereto have been cured or waived. None of the PurchaserAsahi 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. 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 document related to the Offer) will be final and bindingbinding 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 for payment 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 of any Shares determined by it not to be in proper form or the acceptance for payment of which, or payment for which, may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute right, in its sole discretion, to waive any of the conditions of the Offer or any defect or irregularity in the any tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. 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 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 in this regard (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 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 which, may, in the opinion of the Purchaser's counsel, be unlawful. The Purchaser also reserves the absolute 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 any tender of any Shares of any particular stockholdershareholder, whether or not similar defects or irregularities are waived in the case of other stockholdersshareholders. 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, 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 the Offer in this regard (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 shares of Starbase common stock in the Offer 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 shares of Starbase common stock determined by 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, in its sole discretion, right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares shares of Starbase common stock of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares shares of Starbase common stock in the Offer will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of the Purchaser, Borland, Starbase, 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 theretothereto and any other documents related to the Offer) will be final and binding.