Common use of Authority, Non-Contravention, and Approvals Clause in Contracts

Authority, Non-Contravention, and Approvals. (a) Gateway has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Gateway's Board of Directors has duly authorized the execution and delivery of this Agreement, and the consummation by Gateway of the transactions contemplated hereby, and no other corporate proceedings on the part of Gateway are necessary to authorize the execution and delivery of this Agreement and the consummation by Gateway of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Gateway and, assuming the due authorization, execution and delivery hereof by the Shareholders, constitutes a valid and binding agreement of Gateway, enforceable against Gateway in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles. (b) The execution and delivery of this Agreement by Gateway does not, and the consummation by Gateway of the transactions contemplated hereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Gateway under any of the terms, conditions or provisions of (i) the charter or by-laws of Gateway, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to Gateway or any of its properties or assets, or (iii) any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Gateway is now a party or by which Gateway or any of its properties or assets may be bound or affected. (c) No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by Gateway or the consummation by Gateway of the transactions contemplated hereby.

Authority, Non-Contravention, and Approvals. (a) Gateway has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. Gateway's Board of Directors has duly authorized the execution and delivery of this Agreement, and the consummation by Gateway of the transactions contemplated hereby, and no other corporate proceedings on the part of Gateway are necessary to authorize the execution and delivery of this Agreement and the consummation by Gateway of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Gateway and, assuming the due authorization, execution and delivery hereof by the Shareholders, constitutes a valid and binding agreement of Gateway, enforceable against Gateway in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors' rights generally and (b) general equitable principles. (b) The execution and delivery of this Agreement by Gateway does not, and the consummation by Gateway of the transactions contemplated hereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of Gateway under any of the terms, conditions or provisions of (i) the charter or by-laws of Gateway, (ii) any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to Gateway or any of its properties or assets, or (iii) any note, bondxxxx, mortgagexxxxxxxx, indenturexxxxxxxxx, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which Gateway is now a party or by which Gateway or any of its properties or assets may be bound or affected. (c) No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by Gateway or the consummation by Gateway of the transactions contemplated hereby.