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.