Common use of Conflict with Other Agreements; Approvals Clause in Contracts

Conflict with Other Agreements; Approvals. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") pursuant to any provision of the Articles of Incorporation or By-laws or any organizational document of WYOG or result in any Violation of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to WYOG or the WYOG Entities, which Violation would have a material adverse effect on WYOG or the WYOG Entities taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") is required by or with respect to WYOG or the WYOG Entities in connection with the execution and delivery of this Agreement by WYOG or the consummation by WYOG of the transactions contemplated hereby, the failure to obtain which would have a material adverse effect on WYOG or the WYOG Entities taken as a whole, except for (i) the filing of such documents with, and the obtaining of such orders from, the Securities and Exchange Commission (the "SEC"), the various state authorities, including state securities authorities, that are required in connection with the transactions contemplated by this Agreement; and (ii) the filing of Articles of Share Exchange with the Secretary of State of Colorado and Wyoming, respectively.

Conflict with Other Agreements; Approvals. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") pursuant to any provision of the Articles Certificate of Incorporation or By-laws Incorporation, bylaws or any organizational document of WYOG Sound Designs or any Sound Designs Entity or, result in any Violation of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to WYOG Sound Designs or the WYOG Entities, any Sound Designs Entity or their respective properties or assets which Violation would have a material adverse effect on WYOG or Sound Designs and the WYOG Sound Designs Entities taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") is required by or with respect to WYOG Sound Designs or the WYOG Entities any Sound Designs Entity in connection with the execution and delivery of this Agreement by WYOG Sound Designs or the consummation by WYOG Sound Designs of the transactions contemplated hereby, the failure to obtain which would have a material adverse effect on WYOG or Sound Designs and the WYOG Entities Sound Designs Entities, taken as a whole, except for (i) the filing of such documents with, and the obtaining of such orders from, the Securities and Exchange Commission (the "SEC"), the various state authorities, including state securities authorities, that are required in connection with the transactions contemplated by this Agreement; and (ii) the filing of Articles of Share Exchange Merger with the Secretary of State of Colorado Nevada and Wyoming, respectivelythe Secretary of State of Texas.

Conflict with Other Agreements; Approvals. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") pursuant to any provision of the Articles Certificate of Incorporation or By-laws Incorporation, bylaws or any organizational document of WYOG Plus Solutions or any Plus Solutions or, result in any Violation of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to WYOG Plus Solutions or the WYOG Entities, any Plus Solutions Entity or their respective properties or assets which Violation would have a material adverse effect on WYOG or Plus Solutions and the WYOG Plus Solutions Entities taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") is required by or with respect to WYOG Plus Solutions or the WYOG Entities any Plus Solutions Entity in connection with the execution and delivery of this Agreement by WYOG Plus Solutions or the consummation by WYOG Plus Solutions of the transactions contemplated hereby, the failure to obtain which would have a material adverse effect on WYOG or Plus Solutions and the WYOG Entities Plus Solutions Entities, taken as a whole, except for (i) the filing of such documents with, and the obtaining of such orders from, the Securities and Exchange Commission (the "SEC"), the various state authorities, including state securities authorities, that are required in connection with the transactions contemplated by this Agreement; and (ii) the filing of Articles of Share Exchange Merger with the Secretary of State of Colorado and Wyoming, respectivelyDelaware.

Conflict with Other Agreements; Approvals. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not not, result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") pursuant to any provision of the Articles of Incorporation or By-laws Laws or any organizational document of WYOG Parent or Merger Sub, or result in any Violation of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to WYOG Parent or the WYOG EntitiesMerger Sub, which Violation would have a material adverse effect on WYOG Parent or the WYOG Entities Merger Sub taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") is required by or with respect to WYOG Parent or the WYOG Entities Merger Sub in connection with the execution and delivery of this Agreement by WYOG Parent or Merger Sub, or the consummation by WYOG Parent or Merger Sub of the transactions contemplated hereby, the failure to obtain which would have a material adverse effect on WYOG Parent or the WYOG Entities Merger Sub, taken as a whole, except for (i) the filing of such documents with, and the obtaining of such orders from, the Securities and Exchange Commission (the "SEC"), the various state authorities, including state securities authorities, that are required in connection with the transactions contemplated by this Agreement; and (ii) the filing of Articles of Share Exchange Merger with the Secretary of State of Colorado and Wyoming, respectivelyColorado.

Conflict with Other Agreements; Approvals. This Agreement has been duly executed and delivered by MicroTel and Sub and constitutes a valid and binding obligation of MicroTel and Sub enforceable in accordance with its terms. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "Violation") pursuant to any provision of the Articles Certificate of Incorporation or By-laws of MicroTel or any organizational document of WYOG or its subsidiaries or, except as set forth on Schedule 3.2(e) hereto result in any Violation of any loan or credit agreement, note, mortgage, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to WYOG MicroTel or the WYOG Entities, any of its subsidiaries or their respective properties or assets which Violation would have a material adverse effect on WYOG or the WYOG Entities MicroTel and its subsidiaries taken as a whole. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") is required by or with respect to WYOG MicroTel or the WYOG Entities any of its subsidiaries in connection with the execution and delivery of this Agreement by WYOG MicroTel and Sub or the consummation by WYOG MicroTel and Sub of the transactions contemplated hereby, the failure to obtain which would have a material adverse effect on WYOG or the WYOG Entities MicroTel and its subsidiaries, taken as a whole, except for (i) the filing of such documents with, and the obtaining of such orders from, from the Securities and Exchange Commission (the "SEC"), ) and the various state authorities, including state securities authorities, that are required in connection with the transactions contemplated by this Agreement; Agreement and (ii) the filing of Articles the Certificate of Share Exchange Merger with the Secretary of State of Colorado and Wyoming, respectivelythe State of New Jersey.