Organization; Authority; Due Authorization. The Purchaser is duly organized, validly existing and in good standing under the laws of the state of Nevada, and has all requisite corporate power, authority and approvals required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. The Purchaser has taken all actions necessary to authorize it to enter into and perform fully its obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement is the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms.
Organization; Authority; Due Authorization. The Purchaser is duly organized, validly existing and in good standing, and has all requisite power, authority and approvals required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. The Purchaser has taken all actions necessary to authorize it to enter into and perform fully its obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement is the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms.
Organization; Authority; Due Authorization. The Purchaser is duly organized, validly existing and in good standing under the laws of Nevada, and has all requisite power, authority and approvals required to enter into, execute and deliver this Agreement and the Management Agreement and to perform fully its obligations hereunder and thereunder. The Purchaser has taken all actions necessary to authorize it to enter into and perform fully its obligations under this Agreement and the Management Agreement and to consummate the transactions contemplated herein and therein. This Agreement and the Management Agreement each are legal, valid and binding obligations of the Purchaser, enforceable in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general equitable principles affecting the enforcement of contracts.
Organization; Authority; Due Authorization. Neurosmith is a limited liability company duly organized, validly existing and in good standing under the laws of the State of California and has all requisite power to own, lease and operate its assets, properties and business and to carry on its business as conducted. Neurosmith has all requisite power, authority and approvals required to enter into, execute and deliver this Agreement and all of the other transaction documents to which it is a party, and to perform fully Neurosmith's obligations hereunder and thereunder. Neurosmith has taken all actions of a limited liability company necessary to authorize it to enter into and perform fully its obligations under this Agreement and all of the other transaction documents to be executed by it and to consummate the transactions contemplated herein and therein. This Agreement has been duly and validly executed by Neurosmith and (assuming the due authorization, execution and delivery by Small World) constitutes the legal, valid and binding obligation of Neurosmith, enforceable in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Applicable Laws affecting creditors' rights generally or by general equitable principles affecting the enforcement of contracts.
Organization; Authority; Due Authorization. The Purchaser is duly organized, validly existing and in good standing under the laws of Nevada, and has all requisite power, authority and approvals required to enter into, execute and deliver this Agreement, the Management Agreement and the Note and to perform fully its obligations hereunder and thereunder. The Purchaser has taken all actions necessary to authorize it to enter into and perform fully its obligations under this Agreement, the Management Agreement and the Note and to consummate the transactions contemplated herein and therein. This Agreement, the Management Agreement and the Note each are legal, valid and binding obligations of the Purchaser, enforceable in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general equitable principles affecting the enforcement of contracts. The authorized capital of the Company consists of 75,000,000 shares of common stock, of which 19,214,555 shares have been issued and 14,000,000 are currently registered in the name of the CEO, which shares constitute the Company Shares. The Company Shares are validly issued, fully paid and non-assessable. There is no outstanding voting trust agreement or other contract, agreement, arrangement, option, warrant, call, commitment or other right of any character obligating the Company to issue, sell, redeem or repurchase any of its securities, and there is no outstanding security of any kind convertible into or exchangeable for any shares of the capital stock of the Company. The Company has not granted any person the right to have shares included on a registration statement filed with the US Securities and Exchange Commission or similar authority of any other jurisdiction (i.e. so-called “registration rights”).
Organization; Authority; Due Authorization. The Purchaser is duly organized, validly existing and in good standing under the laws of Nevada, and has all requisite power, authority and approvals required to enter into, execute and deliver this Agreement, the Management Agreement and the Note and to perform fully its obligations hereunder and thereunder. The Purchaser has taken all actions necessary to authorize it to enter into and perform fully its obligations under this Agreement, the Management Agreement and the Note and to consummate the transactions contemplated herein and therein. This Agreement, the Management Agreement and the Note each are legal, valid and binding obligations of the Purchaser, enforceable in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general equitable principles affecting the enforcement of contracts.
Organization; Authority; Due Authorization. The Purchaser is duly organized, validly existing and in good standing under the laws of Delaware, and has all requisite power, authority and approvals required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. The Purchaser has taken all actions necessary to authorize it to enter into and perform fully its obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement is the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms.
Organization; Authority; Due Authorization. The Company and each of its Subsidiaries is a corporation duly organized, validly existing, and in good standing under the laws of its state of incorporation, and has all necessary corporate power and authority to own, lease and operate the assets owned by it and the Business and to carry on the Business as now conducted. The Company and each of its Subsidiaries is duly qualified to transact business as a foreign corporation and is in good standing in each of the jurisdictions listed on Schedule 3.1, which jurisdictions are the only jurisdictions in which the ownership, leasing or operation of the assets owned by it or the conduct of the Business requires such qualification, except to the extent that the failure to be qualified in a particular jurisdiction would not have a material adverse effect on the Company. The Company has all requisite corporate power and authority to enter into, execute and deliver this Agreement and any other documents to which the Company is a party, to consummate the Contemplated Transactions, and to perform fully its respective obligations hereunder and thereunder. The Company has taken all actions necessary to authorize it to execute, deliver and perform fully its obligations under this Agreement and to consummate the Contemplated Transactions, and no other action or proceeding is necessary for the Company to execute, deliver and perform its obligations under this Agreement and to consummate the Contemplated Transactions. This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws relating to the enforcement of creditors’ rights generally and to general principles of equity. Schedule 3.1 sets forth a true and complete list of the names of the directors and the officers of the Company and the directors and officers of each of its Subsidiaries.
Organization; Authority; Due Authorization. The Purchaser is duly organized, validly existing and in good standing under the laws of the state of New Jersey, and has all requisite corporate power, authority and approvals required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. The Purchaser has taken all actions necessary to authorize it to enter into and perform fully its obligations under this Agreement and to consummate the transactions contemplated herein. This Agreement is the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms.
Organization; Authority; Due Authorization
