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, which determination will be final and binding on all parties. 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 right to waive any of the conditions to the Offer, in the exercise of its reasonable good faith judgment and subject to the terms of the Merger Agreement, except the Minimum Condition (except that Purchaser may on a single occasion irrevocably decrease the Minimum Condition to the Lowered Minimum Condition) or waive any defect or irregularity in any tender of Shares by any particular stockholder of the Company, whether or not similar defects or irregularities are waived in the case of other stockholders of the Company. 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 with respect to the tender have been cured or waived by Purchaser. None of 14 Table of Contents 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, 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 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. 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 counsel, be unlawful. Purchaser also reserves the absolute right to waive any of the conditions to the Offer, in the exercise of its reasonable good faith judgment and subject to the terms of the Merger Agreement, except the Minimum Condition (except that Purchaser may on a single occasion irrevocably decrease the Minimum Condition to the Lowered Minimum Condition) or waive any defect or irregularity in any the tender of any Shares by of any particular stockholder of the Company, whether or not similar defects or irregularities are waived in the case of any other stockholders of the Company. Purchaser’s interpretation of the terms and conditions of the Offer will be final and bindingstockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect to the tender relating thereto have been cured or waived by Purchaserwaived. None of 14 Table of Contents ParentLuminex, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent Agent, Nanosphere 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, 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, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in its sole discretion, which whose determination will be final and binding on all parties. 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 Purchaser’s 's counsel, be unlawful. Purchaser also reserves the absolute right to waive any of the conditions to the Offer, in the exercise of its reasonable good faith judgment and subject to the terms of the Merger Agreement, except the Minimum Condition (except that Purchaser may on a single occasion irrevocably decrease the Minimum Condition to the Lowered Minimum Condition) Offer or waive any defect or irregularity in any tender of Shares by of any particular stockholder of the Company, shareholder whether or not similar defects or irregularities are waived in the case of other stockholders shareholders without any impact on the rights of the Companysuch other shareholders. Purchaser’s '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 the such tender have been cured or waived by Purchaserwaived. None of 14 Table of Contents ParentPurchaser, Purchaser Parent or any of their respective 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. Purchaser's acceptance for payment of Shares tendered pursuant to any of the procedures described above will constitute a binding agreement between the tendering shareholder and 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, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, in its sole discretion, which whose determination will shall be final and binding on all parties. 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 Purchaser’s 's counsel, be unlawful. Purchaser also reserves the absolute right to waive any of the conditions to the Offer, in the exercise of its reasonable good faith judgment and subject to the terms of the Merger Agreement, except the Minimum Condition (except that Purchaser may on a single occasion irrevocably decrease the Minimum Condition to the Lowered Minimum Condition) Offer or waive any defect or irregularity in any tender of Shares by of any particular stockholder of the Company, whether or not similar defects or irregularities are waived in the case of other stockholders of the Companystockholders. Purchaser’s '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 the such tender have been cured or waived by Purchaserwaived. None of 14 Table of Contents ParentPurchaser, Purchaser Parent or any of their respective 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. 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 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 time of receipt) and acceptance for payment of any tender of Shares will be determined by Purchaser, the Purchaser in its sole and absolute discretion, which determination will be final and binding on all partiesbinding. The 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 the Purchaser not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of Purchaser’s counselopinion, be unlawful. The Purchaser also reserves the absolute right to waive any of the conditions to the Offer, in the exercise of its reasonable good faith judgment and subject to the terms of the Merger Agreement, except the Minimum Condition (except that Purchaser may on a single occasion irrevocably decrease the Minimum Condition to the Lowered Minimum Condition) or waive any defect or irregularity in any the tender of any Shares by of any particular stockholder of the Company, whether or not similar defects or irregularities are waived in the case of any other stockholders of the Company. Purchaser’s interpretation of the terms and conditions of the Offer will be final and bindingstockholder. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect to the tender relating thereto have been cured or waived by Purchaserwaived. None of 14 Table of Contents ParentPinnacle, the Purchaser 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 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 Purchaser’s obligations under the Merger Agreement, the 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) 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 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, shall be determined resolved by Purchaser, in its sole reasonable discretion, which whose determination shall be final and binding. Purchaser shall have the absolute right to determine whether to reject any or all tenders not in proper or complete form or to waive any irregularities or conditions, and 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. Notwithstanding the foregoing, stockholders of AveXis may challenge a determination made by Purchaser in a court of competent jurisdiction and a final, non-appealable order or judgment of a court of competent jurisdiction will be final and binding on all parties. 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 right to waive any of the conditions to the Offer, in the exercise of its reasonable good faith judgment and subject to the terms of the Merger Agreement, except the Minimum Condition (except that Purchaser may on a single occasion irrevocably decrease the Minimum Condition to the Lowered Minimum Condition) or waive any defect or irregularity in any tender of Shares by any particular stockholder of the Company, whether or not similar defects or irregularities are waived in the case of other stockholders of the Company. 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 or irregularities with respect to the tender relating thereto have been cured or waived by Purchaserwaived. None of 14 Table of Contents Purchaser, Parent, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent Agent, AveXis 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.

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, which determination will be final and binding on all parties. 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 7 Table of Contents waive any of the conditions to of the Offer, in the exercise of its reasonable good faith judgment and subject to the terms of the Merger Agreement, except the Minimum Condition and the conditions set forth in subclauses (except that Purchaser may on a single occasion irrevocably decrease ii)(a) and (b) of Section 14 — “Conditions of the Minimum Condition to the Lowered Minimum ConditionOffer” (which waiver requires Portec’s prior written consent) or waive any defect or irregularity in any tender of Shares by of any particular stockholder of the CompanyPortec shareholder, whether or not similar defects or irregularities are waived in the case of other stockholders of the CompanyPortec shareholders. 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 with respect to the tender have been cured or waived by Purchaser. None of 14 Table of Contents ParentX.X. Xxxxxx, 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 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 on all partiesbinding. The Purchaser reserves shall 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 right to waive any of irregularities or conditions, and the conditions to the Offer, in the exercise of its reasonable good faith judgment and subject to the terms of the Merger Agreement, except the Minimum Condition (except that Purchaser may on a single occasion irrevocably decrease the Minimum Condition to the Lowered Minimum Condition) or waive any defect or irregularity in any tender of Shares by any particular stockholder of the Company, whether or not similar defects or irregularities are waived in the case of other stockholders of the Company. Purchaser’s interpretation of the terms offer, the offer to purchase, the letter of transmittal and conditions the instructions thereto and the Notice of Guaranteed Delivery (including the Offer will determination of whether any tender is complete and proper) shall be final and binding, subject to the parties disputing such determination in a court of competent jurisdiction. 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 14 Table of Contents Parentthe Purchaser, Purchaser or any of their respective affiliates or assignsLabCorp, the Depositary, the Dealer Manager, the Information Agent Agent, Monogram 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.

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 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, which whose determination will shall be final and binding on all partiesbinding. The Purchaser reserves shall 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 right to waive any of irregularities or conditions, and the conditions to the Offer, in the exercise of its reasonable good faith judgment and subject to the terms of the Merger Agreement, except the Minimum Condition (except that Purchaser may on a single occasion irrevocably decrease the Minimum Condition to the Lowered Minimum Condition) or waive any defect or irregularity in any tender of Shares by any particular stockholder of the Company, whether or not similar defects or irregularities are waived in the case of other stockholders of the Company. Purchaser’s interpretation of the terms and conditions of Offer, the Offer will 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. 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 14 Table of Contents Parentthe Purchaser, Purchaser or any of their respective affiliates or assignsIDEX, the Depositary, the Information Agent Microfluidics 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.