REPRESENTATIONS AND WARRANTIES OF GATEWAY. Gateway hereby represents and warrants to the Shareholders as of the Closing Date as follows:
REPRESENTATIONS AND WARRANTIES OF GATEWAY. Gateway represents and warrants that:
5.1.1 Gateway owns the Licensed Marks and has the right to grant the rights given to MPC in this Agreement; and
5.1.2 Gateway has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated thereby.
REPRESENTATIONS AND WARRANTIES OF GATEWAY. Gateway represents and warrants to the Company that:
REPRESENTATIONS AND WARRANTIES OF GATEWAY. Section 5.01.
REPRESENTATIONS AND WARRANTIES OF GATEWAY. Subject to the delivery of certain of the disclosure schedules of Gateway (“Disclosure Schedules”) referred to in this Article III as set forth in Section 13.15 within seven (7) days following the date hereof, Gateway represents and warrants to Texas United as set forth below. Gateway agrees that, at the Closing, it shall provide Texas United with supplemental Disclosure Schedules reflecting any material changes in the information contained in the Disclosure Schedules which have occurred in the period from the date of delivery of such Disclosure Schedules to the date of Closing.
REPRESENTATIONS AND WARRANTIES OF GATEWAY. The Gateway Parties represent and warrant to the Investors Parties that the statements contained in this Article III are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made on the Closing Date), except as Previously Disclosed, and except as to any representation or warranty which relates to a specific date. The Gateway Parties have made a good faith effort to ensure that the disclosure on each schedule of the Gateway Disclosure Schedules corresponds to the section reference herein. However, for purposes of the Gateway Disclosure Schedules, any item disclosed on any schedule therein is deemed to be fully disclosed with respect to all schedules under which such item may be relevant to the extent that it is reasonably clear on the face of such schedule that such item applies to such other schedule.
REPRESENTATIONS AND WARRANTIES OF GATEWAY. Section 5.01. Corporate Existence and Power 18 Section 5.02. Corporate Authorization 19 Section 5.03. Governmental Authorization 19 Section 5.04. Non-contravention 19 Section 5.05. Disclosure Documents 20 Section 5.06. Finders’ Fees 20 Section 5.07. Financing 20 Section 5.08. Share Ownership 20
REPRESENTATIONS AND WARRANTIES OF GATEWAY. In this Agreement, any reference to Gateway’s and/or its subsidiaries’ knowledge means such party’s actual knowledge after reasonable inquiry of such party’s executive officers and directors (within the meaning of Rule 405 under the Securities Act). Except as disclosed in that section of the document of even date herewith delivered by Gateway to Sillerman prior to the execution and delivery of this Agreement (the “Gateway Disclosure Schedule”) corresponding to the Section of this Agreement to which any of the following representations and warranties specifically relate or as disclosed in another section of the Gateway Disclosure Schedule if it is reasonably apparent on the face of the disclosure that it is applicable to another Section of this Agreement, Gateway represents and warrants to Sillerman as follows:
REPRESENTATIONS AND WARRANTIES OF GATEWAY. Gateway hereby represents and warrants to the Company that the statements in this Section 4.01 are true and correct on the date hereof and will be true and correct on the Escrow Closing Date:
REPRESENTATIONS AND WARRANTIES OF GATEWAY. Gateway hereby represents and warrants to the H/F Group, as follows:
(a) Gateway has full power and authority to enter into and perform its obligations under this Agreement, and the execution and delivery of this Agreement by Gateway has been duly authorized by the Board and requires no further Board or stockholder action;
(b) This Agreement constitutes a valid and binding obligation of Gateway and the performance of its terms does not constitute a violation of its certificate of incorporation or bylaws; and
(c) The 2007 Annual Meeting of Stockholders of Gateway (the “2007 Annual Meeting”) is scheduled to be held during the week of May 14, 2007 and Gateway has no reason to believe that the meeting will not occur during such time frame.
