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 us in our sole and absolute discretion, which determination will be final and binding, subject to the rights of the tendering holders of Shares to challenge our determination in a court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of or payment for which may, in our 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 Parent, 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) will be final and binding, subject to the rights of the tendering holders of Shares to 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 us in our sole and absolute discretion, which determination will be final and binding, subject to the rights of the tendering holders of Shares to challenge our determination in a court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of or payment for which may, in our 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 Parent, Purchaser or any of their respective affiliates or assigns, the DepositaryDepositary and Paying Agent, 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 instructions thereto and any other documents related to the Offer) will be final and binding, subject to the rights of the tendering holders of Shares to 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 us Purchaser in our its sole and absolute discretion, which determination will shall be final and bindingbinding on all parties, subject to the rights right of the tendering holders of Shares any such party to challenge our dispute such determination in a court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by us it not to be in proper form or the acceptance for payment of or payment for which may, in our opinionthe 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 ParentCelgene, 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) will shall be final and bindingbinding on all parties, subject to the rights right of the tendering holders of Shares any such party to challenge our determination 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 us in our sole and absolute discretion, which determination will be final and binding, subject to the rights of the tendering holders of Shares to challenge our determination in a court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of or payment for which may, in our 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 Parent, 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 instructions thereto and any other documents related to the Offer) will be final and binding, subject to the rights of the tendering holders of Shares to 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 us Purchaser in our its sole and absolute discretion, which determination will shall be final and bindingbinding on all parties, subject to the rights right of the tendering holders of Shares any such party to challenge our dispute such determination in a court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by us it not to be in proper form or the acceptance for payment of or payment for which may, in our opinionthe 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 ParentDSM, 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 '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) will be final and bindingbinding on all parties, subject to the rights right of the tendering holders of Shares any such party to challenge our determination 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 us Purchaser in our its sole and absolute discretion, which determination will shall be final and bindingbinding on all parties, subject to the rights right of the tendering holders of Shares any such party to challenge our dispute such determination in a court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by us it not to be in proper form or the acceptance for payment of or payment for which may, in our opinionthe 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 ParentAsahi Kasei, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information 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) will be final and bindingbinding on all parties, subject to the rights right of the tendering holders of Shares any such party to challenge our determination 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 Shares will be determined by us Purchaser, in our its sole and absolute discretion, which determination will be final and binding, subject to the rights of the tendering holders of Shares to challenge our determination in a court of competent jurisdictionbinding on all parties. 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 us Purchaser not to be in proper form or the acceptance for payment of or payment for which may, in our opinionthe 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 ParentGetinge, Purchaser or any of their respective affiliates or assigns, the Depositary, the Information Agent, 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) will be final and binding, subject to the rights of the tendering holders of Shares to 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 us Purchaser in our its sole and absolute discretion, which determination will shall be final and bindingbinding on all parties, subject to the rights right of the tendering holders of Shares any such party to challenge our dispute such determination in a court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by us it not to be in proper form or the acceptance for payment of or payment for which may, in our opinionthe 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 ParentGeneral Xxxxx, 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) will shall be final and bindingbinding on all parties, subject to the rights right of the tendering holders of Shares any such party to challenge our determination 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 us Purchaser in our its sole and absolute discretion, which determination will be final and bindingbinding on all parties, subject to the rights right of the tendering holders of Shares any such party to challenge our dispute such determination in a court of competent jurisdiction. Purchaser reserves the absolute right to reject any and all tenders determined by us it not to be in proper form or the acceptance for payment of or payment for which may, in our opinionthe 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 ParentGalenica, 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) will be final and bindingbinding on all parties, subject to the rights right of the tendering holders of Shares any such party to challenge our determination dispute such interpretation in a court of competent jurisdiction.