Terayon definition
Examples of Terayon in a sentence
The following is a complete list of all inventions, original works of authorship, developments, improvements, and trade secrets, relating in any way to the present or anticipated business of Terayon Communication Systems, Inc.
No Indemnitee (other than Terayon or any successor thereto or assign thereof) shall be permitted to assert any indemnification claim or exercise any other remedy under this Agreement unless Terayon (or any successor thereto or assign thereof) shall have consented to the assertion of such indemnification claim or the exercise of such other remedy.
Part 2.13 of the Disclosure Schedule identifies each material Governmental Authorization held by the Company, and the Company has delivered to Terayon accurate and complete copies of all Governmental Authorizations identified in Part 2.13 of the Disclosure Schedule.
Terayon has been furnished by the Company with all the documents and information regarding the Company which Terayon has requested, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the Company's business, assets and financial position.
No Person shall have commenced or taken substantial steps towards any Legal Proceeding challenging or seeking the recovery of a material amount of damages in connection with the transactions contemplated by this Agreement or seeking to prohibit or limit the exercise by Terayon of any material right pertaining to its ownership of stock of the Company.
If Terayon wishes to terminate this Agreement pursuant to Section 8.1(a) or Section 8.1(b), Terayon shall deliver to the Sellers' Representative and the Company (with a copy to the Company's counsel) a written notice stating that Terayon is terminating this Agreement and setting forth a brief description of the basis on which Terayon is terminating this Agreement.
Terayon is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
All of the covenants and obligations that Terayon is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all respects.
Buyer shall make payments due to Terayon for Deliverable Items either directly to Terayon or to such bank as Terayon may designate in writing.
For purposes of this Agreement, the "Company" shall mean Terayon Communication Systems, Inc.