Common use of Authority Relative to this Agreement; Recommendation Clause in Contracts

Authority Relative to this Agreement; Recommendation. (a) MIDWEST has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of MIDWEST (the “MIDWEST Board”), and no other corporate proceedings on the part of MIDWEST are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding MIDWEST Shares. This Agreement has been duly and validly executed and delivered by MIDWEST and constitutes a valid, legal and binding agreement of MIDWEST, enforceable against MIDWEST in accordance with its terms.

Authority Relative to this Agreement; Recommendation. (a) MIDWEST XXX has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of MIDWEST XXX (the “MIDWEST "XXX Board”"), and no other corporate proceedings on the part of MIDWEST XXX are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding MIDWEST XXX Shares. This Agreement has been duly and validly executed and delivered by MIDWEST XXX and constitutes a valid, legal and binding agreement of MIDWESTXXX, enforceable against MIDWEST XXX in accordance with its terms.

Authority Relative to this Agreement; Recommendation. (a) MIDWEST AFFLUENT has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of MIDWEST AFFLUENT (the “MIDWEST AFFLUENT Board”), and no other corporate proceedings on the part of MIDWEST AFFLUENT are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding MIDWEST AFFLUENT Shares. This Agreement has been duly and validly executed and delivered by MIDWEST AFFLUENT and constitutes a valid, legal and binding agreement of MIDWESTAFFLUENT, enforceable against MIDWEST AFFLUENT in accordance with its terms.

Authority Relative to this Agreement; Recommendation. (a) MIDWEST LORETO has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of MIDWEST LORETO (the “MIDWEST LORETO Board”), and no other corporate proceedings on the part of MIDWEST LORETO are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding MIDWEST LORETO Shares. This Agreement has been duly and validly executed and delivered by MIDWEST LORETO and constitutes a valid, legal and binding agreement of MIDWESTLORETO, enforceable against MIDWEST LORETO in accordance with its terms.

Authority Relative to this Agreement; Recommendation. (a) MIDWEST LXXXXXX has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of MIDWEST LXXXXXX (the “MIDWEST "LXXXXXX Board”"), and no other corporate proceedings on the part of MIDWEST LXXXXXX are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding MIDWEST LXXXXXX Shares. This Agreement has been duly and validly executed and delivered by MIDWEST LXXXXXX and constitutes a valid, legal and binding agreement of MIDWESTLXXXXXX, enforceable against MIDWEST LXXXXXX in accordance with its terms.

Authority Relative to this Agreement; Recommendation. (a) MIDWEST BOLLENTE has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of MIDWEST BOLLENTE (the “MIDWEST BOLLENTE Board”), and no other corporate proceedings on the part of MIDWEST BOLLENTE are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding MIDWEST BOLLENTE Shares. This Agreement has been duly and validly executed and delivered by MIDWEST BOLLENTE and constitutes a valid, legal and binding agreement of MIDWESTBOLLENTE, enforceable against MIDWEST BOLLENTE in accordance with its terms.

Authority Relative to this Agreement; Recommendation. (a) MIDWEST HAIR has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of MIDWEST HAIR (the “MIDWEST "HAIR Board”"), and no other corporate proceedings on the part of MIDWEST HAIR are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, except, as referred to in Section 3.17, the approval and adoption of this Agreement by the holders of at least a majority of the then outstanding MIDWEST HAIR Shares. This Agreement has been duly and validly executed and delivered by MIDWEST HAIR and constitutes a valid, legal and binding agreement of MIDWESTHAIR, enforceable against MIDWEST HAIR in accordance with its terms.