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, 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 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, the Company 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. Subject to the terms of the Merger Agreement, 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 validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares BACs will be determined by the 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 of any Shares determined by it not to be in proper form 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, in its sole discretion, subject to the provisions of the Merger Agreement, right to waive any of the conditions of the Offer or any defect or irregularity in the any tender of any Shares BACs of any particular shareholder, BACs holder whether or not similar defects or irregularities are waived in the case of other shareholdersBACs holders. No tender of Shares will be deemed Assignee Status. Assignees must provide documentation to have been validly made until all defects or irregularities relating thereto have been cured or waived. None the Purchaser which demonstrates, to the satisfaction of the Purchaser, Parent, the Depositary, the Information Agent, the Company or any other person will be under any duty to give notification such person's status as an assignee of any defects or irregularities in tenders or incur any liability for failure to give any such notificationa BAC. Subject to the terms of the Merger Agreement, the 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 BACs 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 the Purchaser, any of its affiliates or assigns, if any, 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. The Purchaser's acceptance for payment of BACs tendered pursuant to the procedures described above will constitute a binding agreement between the tendering BACs holder and the 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 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 ofof 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, 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, 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, FLX, the Dealer Manager, the Depositary, the Information Agent, the Company 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. Subject to the terms of the Merger Agreement, 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 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 the Purchaser, in its sole reasonable discretion, which and Purchaser's determination will be final and binding. The Purchaser reserves will have the absolute right to determine whether to reject any or all tenders of any Shares determined by it 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, in its sole discretion, subject to the provisions of the Merger Agreement, to waive any irregularities or conditions, and Purchaser's interpretation of the conditions 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) will be final and binding. Notwithstanding the foregoing, stockholders of the Offer Company may challenge a determination made by Purchaser in a court of competent jurisdiction and a final, non-appealable order or any defect or irregularity in the tender judgment of any Shares a court of any particular shareholder, whether or not similar defects or irregularities are waived in the case of other shareholderscompetent jurisdiction 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 cured or waived. None of the Purchaser, Parent, the Depositary, the Information Agent, the Company 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. Subject to the terms of the Merger AgreementNo alternative, the Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) 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 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, 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 of any Shares determined by it 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, in its sole discretion, subject to the provisions of the Merger Agreement, to waive any irregularities or conditions, and the Purchaser’s interpretation of the conditions of Offer, the Offer or to Purchase, the Letter of Transmittal and the instructions thereto and the Notice of Guaranteed Delivery (including the determination of whether 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 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, ParentLilly, the Depositary, the Information Agent, the Company 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. Subject to the terms of the Merger AgreementNo alternative, the Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) conditional or contingent tenders will be final accepted and bindingno fractional Shares will be purchased.

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, 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 of any Shares determined by 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, in its sole discretion, subject to the provisions of the Merger Agreement, right to waive any of the conditions of the Offer (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 Offer which can only be waived with the approval of the Special Committee) or 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 irregularities relating thereto have been cured or waived. None of the Purchaser, Parent, the Depositary, the Information Agent, the Company 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. Subject to the terms of the Merger Agreement, the 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 the Purchaser or any of its 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. 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 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, 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 of any Shares determined by it 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, in its sole discretion, subject to the provisions of the Merger Agreement, to waive any irregularities or conditions, and the Purchaser’s interpretation of the conditions of Offer, the Offer or to Purchase, the Letter of Transmittal and the instructions thereto and the Notice of Guaranteed Delivery (including the determination of whether 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 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, ParentCytyc, the Depositary, the Information Agent, the Company 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. Subject to the terms of the Merger AgreementNo alternative, the Purchaser's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) conditional or contingent tenders will be final accepted and bindingno 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 Shares will be determined by the 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 of any Shares determined by 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, in its sole discretion, subject to the provisions of the Merger Agreement, right to waive any of the conditions of the Offer or any defect or irregularity in the any tender of any Shares of any particular shareholder, shareholder whether or not similar defects or irregularities are waived in the case of other shareholders. 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 Crane, the Purchaser, ParentPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Company 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. Subject The Purchaser's acceptance for payment of Shares tendered pursuant to the terms any of the Merger Agreement, procedures described above will constitute a binding agreement between the Purchaser's interpretation of 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, in its sole discretion, which determination will be final and binding. 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, of 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, 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 the any tender of any Shares of any particular shareholderstockholder of Exa, whether or not similar defects or irregularities are waived in the case of other shareholdersstockholders 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 or and irregularities relating thereto with respect to the tender have been cured or waivedwaived by Purchaser. None of the PurchaserDassault Systèmes, Parent, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Company 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. Subject to the terms of the Merger Agreement, 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 Shares will be determined by the Purchaser, in its sole discretion, which determination will be final and binding. 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, of 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, 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 Arctic Cat's prior written consent) or any defect or irregularity in the any tender of any Shares of any particular shareholdershareholder of Arctic Cat, whether or not similar defects or irregularities are waived in the case of other shareholdersshareholders of Arctic 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 or and irregularities relating thereto with respect to the tender have been cured or waivedwaived by Purchaser. None of the PurchaserTextron, ParentPurchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, the Company 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. Subject to the terms of the Merger Agreement, 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, 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 of any Shares determined by that it determines are not to be in proper appropriate 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, in its sole discretion, subject to the provisions of the Merger Agreement, right to waive any of the conditions of the Offer or any defect or irregularity in the any tender of with respect to any particular Shares of 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 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, the Company 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. Subject to the terms of the Merger Agreement, 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 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, of 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 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 shareholderShares, 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, the Company 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. Subject to the terms of the Merger Agreement, the 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.