text:
Steve Bulpett / Boston Herald
BOSTON -- Having lost a 20-point lead to the Kings earlier in the season, the squandering of a 12-pointer -- even a four-point edge with 1:36 left -- was no difficult feat at all for the Celtics.
Sacramento scored on its last five possessions to snap a four-game losing streak and hand the Celts a 104-100 defeat last night.
Mike Bibby had 14 of his 27 points in the last quarter to sink the C's, who had 25 points from Raef LaFrentz and 22 from Paul Pierce.
The Boston subs were torpedoed at the start of the last quarter, surrendering eight straight points and the lead. The Celts turned the ball over three times and missed the same number of shots to open the door. Bibby and Maurice Evans stepped through with their friends, dividing the eight points evenly.
And when Ricky Davis came out of a Celtics timeout and ended the drought with a jumper, Bibby calmly went to the left corner and dropped a trey on the Green heads for an 88-83 Sacramento lead.
Pierce started the C's on the road back by making three trips to the line on as many Boston possessions and emerging with four makes in six attempts. He followed an Evans fast-break hoop with a trey to tie the game.
Cuttino Mobley made one free throw and LaFrentz made two, giving the Celts the lead. Mark Blount added to it with a jumper, but Bibby stuck another 3-pointer to even it again. Davis and Chris Webber scored to keep it level, and Pierce made a pair of freebies with a minute and a half left to give the C's a 100-98 lead. Bibby made just the second of two foul shots with 1:19 left.
When Gary Payton couldn't score in traffic, Bibby stepped behind a Webber screen to hit his third trey of the period.
With a two-point deficit and the ball at 38.6, the Celts isolated Pierce on the left wing. Seeing the defense loading to him, Pierce swung the ball on a trip that eventually touched down in Blount's hands. The center missed a jumper from the right baseline and the C's failed after several tips to get the rebound.
Evans hit two free throws with 12.5 seconds left for a four-point margin, and the Celts turned the ball over on the inbounds to end it.
The Celtics got out of the first quarter with a three-point lead and a major break. Sacramento's second-leading scorer, Peja Stojakovic, suffered a cramp in his right hamstring and left the game just 5:12 after the opening tip. By the second quarter, the Kings had ruled the deadly outside marksman out for the rest of the night with a strain.
The C's didn't really take advantage of the loss in the early going. They did very well with the ball themselves but were unable to get a handle on the Kings' attack.
I love them offensively, C's coach Doc Rivers had said of the opponents before the game. The only part that I love about them that I'd like to emulate is the passing. They have great trust. It takes years to get that. They make more assumption passes than any other team in the league. They just lay it out there and they assume that that player will be where he is supposed to be.
Yeah, and the Kings can make a few treys, too. The 3-ball kept Sacramento in a 54-all tie at the half.
The C's dashed from the gate in the second half, scoring the first 10 points and leading by as many as 12 in short order. But it took the Kings just 2:07 to score 11 straight points and get right back into the discussion. The game was even soon after, and although Payton and Blount scored in the last minute to get the Celts ahead 81-77 heading into the last period, the tide had turned.


How To Remove Difficult Stain When Doing House Cleaning?
What To Take Note When Part Time Cleaners Are At Your Place?
How To Clean Your Wardrobe?
Professional, Honest and Experience cleaners – With more than 10 years of home cleaning experience and more than 1000 happy customers, you can leave the job to us. We receive 0 complain till today and we intend to keep it this way.
No contract – Don't worry about us making you to sign any long term cleaning contract. At www.AuntieClean.com, we provide weekly cleaning services and also one time cleaning services. Let us tied you down with our efficient cleaning and competitive pricing.
No hidden cost – We believe in honesty and transparency. Therefore, we advertise our cost online. We do not have any registration fee, admin fee, GST, service charge etc.
Customise cleaning scopes – We understand that we could not cater a cleaning menu for all our customers. Feel free to call us and let us know your needs. We will do our best to customise for you.
Reasonable rates – We promise you reasonable rate for our Singapore home cleaning services and we welcome you to compare with our friendly competitors. Regardless if you engage us or our friendly competitors, we hope you and your family got a clean home to stay by the end day.
Enjoy $20 off for one time 4 hours cleaning! Only $100 for 4 hours of cleaning (original price at $120). Only for weekday cleaning (weekend need to add $10). Slot are very limited. Please contact us to book now! (Please give us 2-3 days advance notice to plan our schedule).
You can also fill up the contact form below and we will call you back within 24 hours.
Copyright 2014-2019 www.AuntieClean.com. All rights reserved.


(e)	any other personal information that you choose to send to us.
(l)	verify compliance with the terms and conditions governing the use of our website (including monitoring private messages sent through our website private messaging service).
3.3	We will not supply your personal information to any third party for the purpose of their or any other third party's direct marketing.
4.1	We may disclose your personal information to any of our employees insofar as reasonably necessary for the purposes set out in this policy.
5.2	Information that we collect may be transferred to the following countries which do not have data protection laws equivalent to those in force in the European Economic Area: the United States of America and India.
6.3	Without prejudice to Section 6.2, we will usually delete personal data falling within 1 month.
7.3	You acknowledge that the transmission of information over the internet is inherently insecure, and we cannot guarantee the security of data sent over the internet.
8.3	We may notify you of changes to this policy [by email or through the private messaging system on our website].
9.5	To exercise your rights please send an email to SAR@qxltd.com.
12.1	We are registered as a data controller with the UK Information Commissioner's Office.
12.2	Our data protection registration number is Z8405505.
13.1	This website is owned and operated by QX Ltd.
13.2	We are registered in England and Wales under registration number 04957862, and our registered office is at Castle Chambers, Off Mill Bridge, Skipton BD23 1NJ.
14.1	We use an online chat system provided by Olark.
14.2	If you contact us on our website using the Olark chat system, the following data will be held on the Olark servers which are based in the USA: Transcripts, i.e. chat history, IP address, Browser type, Referring page, Page view history (only during chat conversation), Chat conversation, Chat start time, Chat duration, Visitor name (if provided by visitor), Visitor location, i.e. Country, Visitor email address (if provided by visitor, Duration of visit, Whether they are a returning visitor, How many times they have chatted.
14.3	All data (active and archived) will be destroyed upon request, i.e. account termination.


text:
Beit Lehem HaGlilit
Detailed scheme and appendix for conservation of the Templars complex in Beit Lehem HaGlilit At first the work entailed preparing a detailed scheme for the entire Templar complex as well as the areas of the agricultural lands on which the complex is located – approx. 300 dunam in total. Blueprints were prepared for this scheme as well as directives and a conservation appendix – a building plan and a pamphlet with detailed instructions for conservation of all the Templar structures on site. Due to the objection of the Israel Land Administration National Council, the detailed scheme was changed to a conservation appendix only, which was attached to another detailed scheme relating to arranging the non-agricultural activities in all the privately owned lands in the Moshav. The Templar complex is spread across about 42 dunams and forms a strip that is about 770 meters long and 55 meters wide on the northern side of the main street crossing the Moshav. Note that the directives for conservation refer not only to the structures themselves, but also the spaces and areas between the structures, the existing trees and other various elements such as walls and gates.
Aharon Ben Efraim, Michal HaLevi (directives of the scheme and conservation appendix)
Moshav Beit Lehem HaGlilit

redpajama_set_name: RedPajamaCommonCrawl


Whether you're looking for a challenging, athletic experience or a connection with your inner Zen, our fitness clubs offer superior yoga classes. Power Vinyasa is our most popular but we offer a stunning variety yoga including Hatha, Anusara and Iyengar. Prepare to be transformed in body and mind.
A thoughtful, Vinyasa-based class in a heated room. A base temperature of 80 - 85 degrees will help release toxins, encourage a deep connection to breath and increase strength through flowing sequences. If you like to sweat, this class is for you.


text:
Nov. 22nd, 2010
The Decemberists | News 04.13.09
Point of Order:
' Dates from Phase 2 of The "A Short Fazed Hovel" Tour 2009 announced!
' Decemberists return to The Colbert Report, April 27th!
' Check out the brand new Decemberists Downloads Shop
' The Decemberists' D-Luxe Message Board - now with extra sturdiness
Adored Mailing List Recipients,
For those of you who have been plotting a permanent move to one of the cities on Phase 1 of The "A Short Phased Hovel" in order to see your Beloved Decemberists in Concert, we have some news for you! Below, you'll find listed SOME dates of Phase 2 of The "A Short Fazed Hovel" Tour 2009 — and we are playing YOUR TOWN*!
The dates:
6/20: Walker Art Center, Minneapolis, MN ("Rock the Garden" w/ Calexico, Yeasayer and Solid Gold)
7/17: Marymoor Amphitheater, Redmond, WA (with Andrew Bird and Blind Pilot)
7/18: Edgefield Amphitheater, Troutdale, OR (with Andrew Bird and Blind Pilot)
7/21: Vogue Theater, Vancouver BC (with Blind Pilot)
8/02: Parc Jean-Drapeau, Montreal, QC (Osheaga Festival)
8/03: Kool Haus, Toronto ON (with Heartless Bastards)
8/05: Orpheum Theater, Madison WI (with Heartless Bastards)
8/08: Murat Egyptian Room, Indianapolis, IN (with Heartless Bastards)
8/10: W.L Lyons Brown Theater, Louisville, KY (with Blind Pilot)
8/11: Royal Oak Music Theatre, Royal Oak MI (with Heartless Bastards)
Presale currently underway HERE: http://decemberists.tickets.musictoday.com/Decemberists/calendar.aspx
Tickets go on sale to the public for newly-announced headline concerts beginning Friday, April 17 at 10 AM.
To see complete dates for The "A Short Fazed Hovel" Tour 2009, see http://home.decemberists.com/tour.aspx. More dates to follow in the coming weeks.
The Decemberists are thrilled to announce Robyn Hitchcock and the Venus 3 as support for the following shows: NYC, Philadelphia, Boston, and Columbia. The Venus 3 includes Peter Buck, Scott McCaughey and Bill Rieflin, or as Robyn puts it, "3/4ths of the Minus 5 and half of R.E.M." The Heartless Bastards will be playing a handful of shows with us in August.
It's common knowledge that the Decemberists' arch-nemesis, a certain Stephen Colbert, robbed guitarist Chris Funk of his rightful mantle of "Shreddiest in the West" during the much-touted Guitarmageddon of 2006. On April 27th, The Decemberists will be returning to Mr. Colbert's cable television program to redeem themselves. Or at least to have a pleasant interview with the host and play a song from their new LP, The Hazards of Love. It remains to be said whether or not Colin Meloy will command his legion twitter followers (125,000 and growing) against Mr Colbert's relatively weaker armada (a mere 75K or so) in a earth-scorching battle-to-end-all-battles. Pick your side and enlist by following either twitter.com/colinmeloy or twitter.com/stephenathome.
Speaking of things online, The Decemberists have, with the release of The Hazards of Love, broken the proverbial champagne bottle over their brand new Online Download Store. Why buy our records from here rather than through other online outlets? Easy: you can support the band directly this way, you can bundle your purchase with a t-shirt, and you can choose to buy the download as a 320 kbps mp3 or as a FLAC lossless file — they're better quality files than you'll find anywhere else. Check it out at: http://www.decemberistsshop.com/downloads.html. For those of you who still choose to consume music in a format that you can rest your coffee cup on, buy CDs and vinyl at http://www.decemberistsshop.com/zencart/.
The Decemberists' D-Luxe Message Board, the be-all-end-all place to discuss Decemberists related esoterica, has moved to a server that will better accommodate the fiery dialogues that go on there. Join the fray at http://orate.decemberists.com.
home.decemberists.com
*provided your town is one of the listed.


I belong to an all-powerful Supreme King and not as His slave but as a child of His Kingdom!
Being a resident of the Middle East myself, I can tell you that a news story like this – as extravagant as it may sound, might not be one of great surprise to the locals here. Arabic regions and in particular the Gulf expanse, follow an 'Absolute Monarchy' of a Government. It is one where the ruler has complete power over his people. By legacy, the role of authority is passed down within the family itself and so it is not uncommon for a Monarch to have been in power for many generations that follow. Moreover, the economic spurt in the region which has accelerated over the years has kept such governing bodies in a robust financially stable cocoon. So all in all, a wedding gift like the one mentioned above would seem appropriate for a prince's stature.
But royalty is no common man's language, there is so little a common man can relate to on a personal level. Think about it, media tends to be the main source through which we get any kind of information about these families. With the occupancy of such prominent power, they also tend to be guarded and protected with high levels of security all the time. In the Middle East this would mean that their palaces would be enclosed by high compound walls or if a royal member were to be driven to a particular location, his car would be both headed and followed by an entourage of security vehicles while the traffic police would ensure that all streets were clear while they passed by.
If I were to put the term royalty into a Christian context, the first thing that comes to my mind is that famous verse from St. Peter 'You are a royal priesthood.' I've heard and even sung this line endless times without ever realizing that the 'you' here is actually me!
I am a common person and yet I AM ROYALTY!!
I have lived in a land ruled by monarchs knowing all along the privileges that come with it and yet never realized that I myself am an heir to an even greater Royal Empire! How could an intrinsic truth such as this skip my mind?
I belong to an all-powerful Supreme King and not as His slave but as a child of His Kingdom! What's more? Where monarchs may come and go and sometimes even give up their legacy for political scandals, I will always remain the child of the One True King as long as I live.
The prophet echoes the cry of my heart that missed such a revelatory truth. It's like a blindfold has been taken off my eyes.
How could I have desired diamonds when my King considered me to be more precious than any other jewel? How could I have wanted to gain wealth and power when my Ruler who was eternally rich held me in the very palm of His hand? How could I forget that He offers me a kingdom far greater and one that will not perish or be swarmed with moths and rust one day?
Yes, we serve a King like no other. We don't need to swipe ID cards or go through security checks to enter His Kingdom. In fact He Himself comes seeking us with open arms.
As people of God, you share in the royal office of Christ. He exercises his kingship by drawing all men to Himself through his death and Resurrection and we are called to fulfill our royal dignity by a life in keeping with our vocation to serve with Christ.
Diamonds may be a girl's best friend, but Jesus is the treasure of great price that outshines all the jewels in the world put together and unlike diamonds he offers a free invitation to the treasury of His Grace.


For the second year in a row, 88.5 WFDD, the public radio station licensed to Wake Forest University, has won a Gabriel Award, a national award for excellence in broadcasting presented and created by The Catholic Academy of Communication Professionals. The award was created in 1965 "to recognize outstanding artistic achievement in a television or radio program or series which entertains and enriches with a true vision or humanity and a true vision of life." It is an annual competition.
88.5 WFDD received the Gabriel Award in the category of Arts – National or Local Release for a Triad Arts Weekend episode that covered these stories: an appearance of the Afro-Semitic Experience, a unique New York-based jazz fusion ensemble, in Winston-Salem; FaithAction International House, a Greensboro nonprofit organization that serves and advocates for new immigrants in our region; Diana Greene, who creates multimedia stories that explore identity, place, and memory; and The Healing Blues Project, which works to pair songwriters with people from disenfranchised populations to help those people share their stories through song. The episode aired on December 12, 2014.
Triad Arts can be heard weekdays at 8:45 a.m. and 5:45 p.m., with a full hour of arts at 1 p.m. on Fridays and 4 p.m. on Sundays. Archived episodes are available at wfdd.org.


text:
Песталоцци — фамилия.

 Песталоцци, Иоганн Генрих (1746—1827) — швейцарский педагог.
 Песталоцци, Макс (1857—1925) — швейцарский шахматист.

См. также
 Песталоцци-фонд (Гамбург) — общественная организация.

redpajama_set_name: RedPajamaWikipedia


Merivale CEO Justin Hemmes talks exclusively to Spice about the concept behind the new Coogee Pavilion.
Merivale will open the refurbished ground floor of the former Coogee Palace in less than a month's time.
Today Merivale confirmed rumours that it has purchased the Coogee Beach Palace hotel.
Lara Bingle, the new face of ROC Eyewear, and Russian Standard Vodka both kicked off the launch of the fashion brand's summer collection.


¿CUÁNDO? Viernes 1 de febrero de 2019.
Club (Carrer d'Aribau 195) entrada gratuita hasta la 1.30h.
¿CUÁNTO? Entrada gratis en Soho hasta la 1.30am.
El tiempo ha volado entre fiestas, viajes, tándems, etc. y, tristemente, el semestre ha llegado a su fin. Sin embargo, es el momento de dar una despedida adecuada a estos últimos meses y recibir a los recién llegados a nuestra increíble ciudad de la mejor manera: ¡con una gran fiesta!
Aprovechemos este increíble clima mediterráneo, deshazte de tus ropas de invierno por un rato y ponte tus mejores galas.
¿Estás preparado para disfrutar con ESN BCN de la Farewellcome – Winter Party?
Nos encontraremos en el Bubblic Bar a partir de las 11pm para hacer el predrinking y más tarde iremos de fiesta a Soho. Entraremos gratis hasta la 1:30am, por lo que si quieres unirte a nosotros directamente en el club recuerda llegar un rato antes, ya que habrá cola para entrar.
¡Disfrutemos este 2019 como se merece!
(Carrer d'Aribau 195), free entrance until 1.30h.
HOW MUCH? Free entrance until 1:30am.
Time has flown between parties, trips, tandems, etc. and sadly, this semester has come to an end. However, it's time to bid a proper farewell to these amazing months and welcome the newcomers to our amazing city the best way we know: with a big party! Let's take advantage of this incredible Mediterranean weather and get rid of the winter clothes for a while to show off our best outfit.
Are you ready to have a blast at ESN BCN's Farewellcome – Winter Party?
We'll meet up to have some predrinks at Bubblic Bar from 11pm onwards and then we'll go party to Soho Club. We'll get in free until 1:30 am, so if you want to join us directly at the club remember to get there a little bit earlier because there will be a line to get in.
Let's enjoy this 2019 as it deserves!


Last year, my most favourite stamp set was Vintage Vogue. Funny that, I've not used it in months (maybe even all year), so when I saw a set of cards in blogland, I decided to give it a try using Vintage Vogue and my favourite colour of Melon Mambo!!
Melon Mambo goes beautifully with Baja Breeze don't you think! It really made this vintage styled stamp set all modern with these colours too!
This card uses a touch of bling (basic pearls) and I found some Very Vanilla taffeta ribbon in my stash of retired ribbons. I knew it would come in useful!!
Sometimes, every day items become embellishments too! I had finished my little set of 'Clips Assortment' from Stampin' Up! so I used a trusty paperclip instead!!
So maybe this will inspire you to pull out some of your dusty stamps and give them a go with a fresh lot of colours. Just like I was inspired by the work of Alisa Tilsner. You might recall I love her work!


Your chance to get a beautiful home in desired location. Elegant brick sh renovated for multi/big family. Mins to seven corners, i495, falls church metro station. 8 beds, 5 baths, large concrete driveway & wrought iron fence with gate lights. Open layout concept. Brand new kitchen with stainless steel appliances. Refinished hardwood & luxury vinyl plank floors all 3 levels, no carpet home. Fresh paint, two zone hvac, ceramic tile baths. Nice built-in bookcases. The adjacent bedroom can be opened to make sitting area and larger walk-in closets for master bedroom. Bright & good size all bedrooms*large shed & patio backyard.


Do you feel that you've been taken advantage of by Westwood College? The attorney at Rasansky Law Firm would like to discuss your case with you.
Westwood College is a FOR-PROFIT institution of higher learning. While that in itself is not necessarily a bad thing, for-profit educational institutions generally get more flak for misrepresenting themselves, misleading students, and making false promises. Let me be clear by saying that we are not claiming that Westwood College does these things, but if you believe you were misled or otherwise taken advantage of by Westwood College, we urge you to email us the facts of your case today. We can investigate your case for no charge, and we'll let you know how we can help.
Failed to issue a refund?
Committed fraudulent/misleading financial aid practices?
Given you false claims of accreditation?
Given you false claims of credit transferability?
Misrepresented the actual costs of attending?
Made misleading claims about probably salary upon graduation?
Wronged you in some other way?
Rasansky Law Firm is based out of Dallas, Texas, and we fight for the rights of students who have been victimized by education fraud. If you wish to speak with an attorney about your case today, email us for a free consultation via the contact form on this page. While we may not be able to help with every case, we're happy to evaluate the facts of your case for no charge.


text:
Bob Armstrong Fine Art
Carving Archives
The Carved Quince Series
Carved Red Quince - 20" x 16" - Mixed Media
I bought some Quince branches earlier in the year, around February, and found them very charming and evocative. The nature of the line that these branches create- slightly angular and almost hesitating in their direction- reminds me of the sort of line quality found in certain Asian ink drawings. In addition, I find Quince blooms to be exceptionally pretty.
The paintings in this series divide the picture plane. I chose to divide this painting into three sections in order to offer a poetic narrative about nature. The carved Quince branch at the top is the tree in bloom, a metaphor for hope and fresh starts, offering beauty to the world. The left section as we face the painting is also carved, and while I intended it to represent the bark of a tree, it also can be seen as a flow of water or as a cross section of the tree at a cellular level. The right section illustrates the grain of the wood panel, but also functions symbolically as a wave pattern, whether in water or soil or sand.
In a way, this painting, and others in this series, represent a celebration of the wood panels that they are carved on. Formerly, I had used these panels as a substrate for other paintings. I noticed, however, that the panels themselves were quite lovely, and this led to the idea of this series. Over 15 years ago I had done relief printmaking, first carving and then printing wood and linoleum blocks. The carving tools were still in my possession, and this made it easy to begin this investigation of these panels.
Finally, I must note the influence of Asian art on this series, particularly that of Japanese painters. San Francisco has always had a strong Japanese presence, and is blessed by a wonderful Asian Art Museum. While I have studied widely in many areas of art history, I have always admired the use of negative space in Japanese paintings. I am also moved by the surprising way that objects enter the picture plane, in a way that is both sensitive and dramatic. These qualities are found in this painting and in this series.
prima-assol.com link
I even told my friends to take a look at your blog and in fact your blog is already bookmarked on my computer. Hope to see more of this.
Bob Armstrong
I am a San Francisco artist who enjoys making art and visiting art exhibits.


You've served our country. North Carolina is ready to help you serve our state.
Home to nearly 800,000 veterans and several major military installations, North Carolina has a distinguished history in serving the U.S. military, veterans and their families. Governor Roy Cooper announced the new NCWorks Veterans Portal in November 2018 to help North Carolina veterans find jobs that leverage the critical skills and experience gained through military service to a new career in high-demand fields. Developed by the N.C. Department of Commerce and located at veterans.ncworks.gov, the portal is designed to help both job seekers and employers in the public and private sectors.
Designed specifically with veterans in mind, the NCWorks Veterans Portal features tabs that provide quick access to employment services, job fairs, education/training options, helpful tips and other resources. The portal incorporates veterans' Military Occupation Codes in an easy-to-use job search tool so that users can find job postings that match their prior experience and training from any of the five branches of the armed services. Veterans who already have NCWorks Online accounts will use those same login credentials on this new portal. The site also helps veterans find their nearest NCWorks Career Center, where they can access free services in person and talk with professionals who specialize in helping veterans. In addition, a tab for employers helps businesses recruit candidates with military experience.
For additional information and resources, visit the N.C. Department of Military and Veterans Affairs or call (toll free) 844-624-8387.
This is just a sampling of career opportunities available within North Carolina State Government. The U.S. Department of Labor provides My Next Move, an online resource that helps veterans consider public and private sector fields of employment relevant to their service and training.


Math Scratch teaches the mathematical process for addition, subtraction, multiplication, and division of whole numbers. Children will learn to work with one to five numbers, carrying, borrowing, and remainders as they would with pencil and paper. With more than 50 unique rules and guidelines created specifically for Math Scratch by experienced educators, children will be able to master skills they need in the classroom.


text:
What's on the horizon for seniors housing lending?
Multifamily Americas
"A banker is a fellow who lends you his umbrella when the sun is shining, but wants it back the minute it begins to rain."
In defense of bankers…in the above referenced deal, Mr. Clemens (as he likely signed) may have agreed to return the umbrella by a certain date, on which it happened to rain. In any event, it's been sunny these last few years. Are storms on the horizon?
Construction lending
Seniors housing developers are finding it difficult to secure construction financing, despite the fact that most of the projects they've delivered recently have leased up quickly. The decision of a bank to lend is based on three primary factors:
The bank's assessment of the risk of the deal;
The bank's available capital; and
The bank's standing with its regulators.
While there is subjectivity to all three of the above considerations, numbers two and three are intertwined, nebulous, and can be unwavering in the face of even the strongest transaction.
Banks are subject to extensive regulation, but the following are likely the most germane to the seniors housing construction business:
Basel III – The Basel Committee on Banking Supervision (BCBS) consists of 28 voluntary member countries that meet periodically (in Basel, Switzerland) to establish global banking regulatory standards. The BCBS does not enforce these standards, but the member country central banks are expected to do so within their own respective national banking systems. The BCBS has agreed upon three major regulatory standardizations, referred to as Basel I, II, and III, in 1988, 2004, and 2011, respectively. The amount of equity capital a bank must hold was a major focus of all three accords, as equity functions as the buffer between loss and failure. Basel III increased common equity requirements from 2.0% to 4.5% (of risk-based assets). In addition, a 2.5% "capital conservation buffer" will be phased in by 2019, effectively making the base requirement 7.0%. Further, if a bank is considered to be a global systemically important bank (G-SIB, or "too big to fail"), then an additional requirement of 1.0% to 3.5% of capital will be phased in by 2019. JP Morgan Chase, the largest US-based bank, expects its common equity requirement in 2019 to be 10.5% (4.5% + 2.5% + 3.5%), a five-fold increase from the requirements under Basel II. U.S.-based banks have focused on building common equity since 2009 and now average over 12%.
OCC – The Office of the Comptroller of the Currency, or OCC, is one of the regulatory bodies that monitors bank compliance. According to a July announcement by the OCC, more than 180 banks had doubled their commercial real estate (CRE) exposure in the three years ending 12/31/2015, and that "at the same time we are seeing this high growth, our exams found looser underwriting standards with less-restrictive covenants, extended maturities, longer interest-only periods, limited guarantor requirements, and deficient-stress testing practices." Conversely, the Federal Reserve Board's July 2016 survey of senior loan officers indicated that "significant net fractions of banks reported tightening standards for construction and land development loans." Despite this, the OCC "has not, however, seen evidence of tightening during supervisory activities to date."
HVCRE – A component of Basel III that became effective on January 1, 2015 concerned High Volatility Commercial Real Estate (HVCRE). A construction loan deemed to be financing HVCRE will be assigned a 150% risk rating, which effectively means the bank needs to hold 50% more capital. Banks' interpretations of what loans to categorize as HVCRE vary widely. The crux of the HVCRE guidance stipulates that borrowers must fund 15% cash equity into a project, or it is considered to be HVCRE. The apparent ambiguity of HVCRE has provided a veil of uncertainty over bank construction lending.
A bank's noncompliance with regulation can result in consequences that range from restrictions on executive compensation to the implementation of more extensive policies and procedures. While the former will certainly get everyone's attention, the administrative burden associated with the latter can be extraordinary. Either way, banks are incentivized to comply; many banks prefer halting construction lending to explaining to regulators why they did not do so.
Construction financing in the current market
Smaller, lower leverage, full recourse construction loans are still fairly available provided the guarantee is strong. The remaining construction loan requests are more challenging. For some seniors housing developers, the market opportunity to build is too compelling to wait for the bank construction lending business to emerge from stagnation. These developers have found the following alternative sources:
Layered financing – Adding a layer of mezzanine debt in between the bank debt and LP equity can effectuate a non-recourse financing without further diluting the GP's interest. In this circumstance, a bank lends non-recourse at +/-50% of cost, with the mezzanine lender adding debt to bring leverage up to +/- 75% of cost, and the balance is funded with equity. The 50/25 senior/mezzanine debt structure would carry a higher blended rate than a traditional bank loan, but in many instances, non-recourse is more important.
Debt funds and non-bank financial institutions (NBFIs) – Debt funds and NBFIs are not regulated like depository banks. The terms they offer vary, but some will provide high-leverage non-recourse whole loans. While several of these companies focus on seniors housing, many are agnostic to asset type and therefore lesser known in the seniors space.
FHA/HUD – The FHA/HUD 232 new construction program is a viable option for developers who are not under immediate time pressures to start building. The process is paper and resource intensive, but is quicker now than at any point in recent memory, and the loan terms are without match (40-year fixed rate, non-recourse).
Foreign banks – According to the lender survey, "foreign banks reported leaving CRE lending standards basically unchanged." Indeed, according to CoStar, foreign banks grew their CRE portfolios 7.0%, as compared to just 0.8% for U.S.-based banks during the same time period ending July 27, 2016.
Conventional bank available capital – A conventional bank's construction portfolio fluctuates as completed projects are sold or refinanced. A bank may unexpectedly receive a large pay-off, funds which it could then redeploy to new projects.
As long as market fundamentals remain strong, there will be capital available to build. The capital may look different, but it's there.
Joel Mendes
Senior Vice President, JLL Capital Markets
Song Saa Private Island – Cambodia
Industrial land with rare long tenure in Singapore
Industrial Singapore
Vibe Sydney Darling Harbour
Hotels Asia Pacific
Click here to browse all on-market opportunities in the Americas
Please fill out the form to download "What's on the horizon for seniors housing lending?" research report
Why multifamily developers are looking to parking lots
Residential US
It's more than debt. Here's why millennials will keep ...
Can micro-units solve Canada's housing crisis?
Residential Canada
Why international investors are clamoring for multifamily real estate ...
Residential Mexico


Medi-Ray™ is the hallmark of radiation safety, shielding solutions and counterweight design.Throughout Medi-Ray™'s existence, the company has produced numerous precision lead syringe shield designs that incorporate plastic security interior and exterior components. Syringe shields undergo intensive quality control procedures, including unit weight, destructive testing, proprietary porosity examination and functionality reviews.
Medi-RayTM has developed clinical, medical and laboratory x-ray shielding products using lead casting, sheet lead and lead foil. This slide discusses x-ray shielding products manufactured by Medi-RayTM. For more information, call 877-898-3003 or fax at 914-337-4620. You can also email us at sales@mediray.com.
Medi-Ray™ is the hallmark of radiation safety.Through development of nuclear shielding and products for radiopharmaceutical safety, we have promoted public safety for decades.
All medical diagnostic devices that use radiation require that the device be placed in a shielding to protect the machine operator and others who may be nearby from the radiation. Lead is used to shield these radiation equipment which allow safe radiation imaging. Also, the containers of nuclear medicines and other equipment are shielded with lead to ensure safety of people around.
Lead bricks originate from the purest lead available and are popular for constructing lead walls in places where the need for radiation protection is high. Lead bricks are common in nuclear reactors to shield high intensity radiation produced in them.
This is the basic type of rectangular lead brick. Medi-RayTM manufactures standard rectangular lead bricks of different sizes and thicknesses based on customer's requirements.
Interlocking lead bricks provide the highest level of radiation protection. They are used for building lead walls, and for fitting corners of lead walls and built using standard rectangular lead bricks.
Dura-Block lead bricks are one of the types of interlocking lead bricks manufactured by Medi-RayTM. This brick can create a wall but cannot fit corners.
Medi-RayTM manufactures and pre-assembles custom lead walls according to the requirements of the customer. They can be directly installed in the area where radiation protection is needed.
If you need lead bricks or any other type of radiation shielding product contact Medi-RayTM at 877-898-3003 today.
MedirayTM mentions the various industries where lead sheets are widely used for accomplishing their radiation safety needs and requirements.


TEHRAN, October 14 - Iran's Foreign Minister Zarif reacting to Trump's falsification of the name Persian Gulf said the US president's geography is "for sale to the highest bidder".
"Everyone knew Trump's friendship was for sale to the highest bidder. We now know that his geography is too," Zarif continued in another tweet, referring to Trump's wrong use for the Persian Gulf.
President Rouhani had also reacted to this in his speech immediately after Trump's statement, urging the US president to brush up on his world history and geography to improve his understanding of international obligations.
"How is it possible that a president has not yet learned the name of the world-renowned and historical Persian Gulf… where unfortunately US warships unnecessarily and repeatedly sail through? He could have at least asked his military officials about the fact that the name of Persian Gulf is printed on the maps they use," Rouhani had said.
"Allegations, threats and profanity will never intimidate Iranians. Trump will eventually discover this; as every predecessor did," Zarif concluded.


text:
Miscarriages drove Carrie Underwood to desperation
Posted on September 4, 2019 | 1 comment
After her third miscarriage, Carrie Underwood got mad at God.
"I had always been afraid to be angry because we are so blessed," Carrie told CBS. But "I got mad."
It was 2018 and one night when her husband wasn't home, she thought she had miscarried for the fourth time in a row.
"I was just sobbing," she says. "I was like, 'Why on earth do I keep getting pregnant if I can't have a kid? Like, what is this? Like, do something. Either shut the door or let me have a kid.' For the first time, I feel like I actually told God how I felt."
It turns out the country music sensation hadn't lost her child that night. Today, the singer of "Jesus, Take the Wheel" and her husband, NHL player Mike Fisher, have two children.
Carrie grew up in the single-traffic-light town of Checotah, Oklahoma, with a population of about 3,000. The youngest of three girls, she grew up loving animals and singing in the church. Her love for animals was so strong that she helped build an animal shelter named "Happy Paws" and became a vegan.
A local fan of her singing hooked her up with an audition at Capital Records when she was 14, but the deal evaporated in the midst of management change-ups. She majored in journalism at Northeastern State University in Oklahoma, worked at a pizzeria, a zoo and a veterinary clinic. She participated in beauty pageants and singing contests. She had decided she didn't stand a chance to make it in singing, but that all changed in 2004.
She auditioned for American Idol and was quickly included in the contests and advanced to the #1 spot. Her subsequent release in 2005 of "Inside your Heaven," which debuted at #1 on Billboard's Hot 100. That same year, her Some Hearts album debuted at #1 on Billboard's Country Music. She has sold 65 million records, earning the moniker "country music's reigning queen" from Billboard.
At one of her concerts, she met Canadian hockey star Mike Fisher, and the two married in 2010. She launched a line of clothing in the exercise space called Calia, and she had a little boy, Isaiah. It was a precipitous rise to fame and fortune and she enjoyed a picture perfect marriage and family. It was almost as if Satan asked God, as he did with Job, if he could deprive her of her joy to see if she would still serve Him.
In 2017, she and her husband tried for a second child early in the year, and she miscarried. She got pregnant again in the fall and again lost the pregnancy. When she lost a third pregnancy in 2018, she began to question her faith.
"What's the deal? What is all of this?" she asked God. "What are You doing to me? What have I done wrong?
She got pregnant a fourth time and had a miscarriage scare.
She sobbed uncontrollably as she cried out to God in desperation. Read the rest about Carrie Underwood miscarriages.
Posted in babies, Christ, Christian, Christian actor, Christian attitude, Christian living, Christian love, Christian marriage, christian music, Christian news, Christianity, God, God's plan, Gods promises, Jesus, miscarriage, real Christianity, real issues Christianity
Tagged American Idol, animal shelter, beauty pageants, canada, Carrie Underwood, Checotah, happy paws, hockey, journalism, mike Fisher, nashville, NHL, Northeastern State University, oklahoma, veganism


text:
WWE PROGRAMMING
NXT to WWE main roster: The hits and misses.
By The Natural, October 30, 2018 in WWE PROGRAMMING
Niners Fan in CT 11,418
We Stan THE BOSS
9 minutes ago, Eivion said:
I can that argument. I think Sasha can go at that pace or at least could at one point. No idea if she could now. Charlotte did manage it against Asuka as well though that honestly surprised me. Charlotte and Becky worked a similar pace for a few of their matches during their recent feud though they did eventually have to slow down. To be fair that is a weird joshi pace that not many outside of Japan can go at. I remember watching Shimmer years ago when the Japanese talent started to come in. It was almost sad how second and third rate they made so much of the regular talent look, and that was after many of them had improved over the years.
I think Becky, Sasha, Charlotte are all great brawlers.. actually Bayley too. I never worry about their stipulation matches because they can all go and they don't hold back with each other, they work those matches stiff and everything looks violent but you can also see how comfortable they are with each other. They do well with working a body part and selling too and they are great bumpers.
I believe this has extended somewhat to the women like Naomi and especially the Riot Squad, they are all putting out some really good matches now.
But I wonder what happens when Storm, Io, Kairi Sane, etc. join the main roster and you have Ember and Asuka there. They all take some pretty crazy risks but they are used to working that style, I hope the 4 Horsewomen and the others don't try to emulate that style too much... that's not what they are best at and it could be dangerous.
SorceressKnight 1,022
Lexington Man OF War
19 hours ago, Brysynner said:
The thing with Bayley was her character arc in NXT was really well done. Lifelong fan who is living out her dream to be a WWE Superstar and how she grows from super excited fan into an actual champion. The fans could come along with that. Which lead to her being relateable to the NXT fans and a cult hero to young girls in NXT
The problem for her was that once she was called up they couldn't redo the entire story.
This is probably more of the problem than Bayley's charisma issues or not being able to script matches, to be honest.
There may be problems with Bayley as a performer, but the biggest problem has to boil down to "NXT just told Bayley's story.".
You had that build of "super excited fan of the company, who grows to become talented, becomes the sweetheart of the NXT crowd, finally builds up and digs deep inside her to become the star everyone wants her to be, and finally comes into her own and becomes a champion. You see her grow up and go from being the excited fan to the standard-bearer in NXT, the one everyone is going after, to be a top star, to suddenly lose her run at the top to an unstoppable force. You see her try to fight her way back to the top, claw back to become a champion, have struggles to get back to the top, and finally get her chance to be the best...and then finally realize, once and for all, no matter how much she WANTED IT or how hard she fought to become a superstar...Asuka's just BETTER THAN HER. When Bayley passed the torch to Ember Moon, that was like saying "THE END" on Bayley's story.
It also meant that Bayley could not possibly succeed on the main roster.
You couldn't make her the super-excited fan anymore, because NXT fans wouldn't buy Bayley going back to square one.
You couldn't make her the world-beating NXT champion and the hottest free agent in the business, it was going against the entire nature of the Bayley character to be the same "she's this badass awesome performer like everyone else", and didn't work.
But there was no other options to go there- because NXT just told all of Bayley's story. All there was left when Bayley got promoted was "Bayley finally wins the Women's Championship on the main roster". She won the title, and once that happened: Her story has been told, and there's nothing else you can do with her. She's been going through the motions since that title win, and since then there's just...nothing left to tell of her.
On 10/31/2018 at 7:42 PM, ComingToAmerica said:
Ultimately people have overinflated expectations in terms of the pushes they expect NXT guys to receive.
Honestly, this argument also has a problem for determining hits and misses, because Level of hit/miss matters.
Using this year's promotions as an example: If Sanity and Ember Moon are flailing right now, you can clearly say they're a MISS. McIntyre's already in the main events, Almas has become an upwardly mobile prospect, and AOP are the tag champs- you can call them all HITS.
But then, you have the case of No Way Jose and the IIconics. In both cases, they're still lower-tier workers- No Way Jose an opener who's just there to get the crowd moving, the IIconics as the female comedy specialists on the roster. On paper, they'd both be MISS...but at the same time, we saw enough from both acts that we could likely say in NXT "No Way Jose's peak on the main roster is basically 'fun opening match guy who gets the crowd moving', and the Iconic Duo's peak was "they're goofy comedic heels who can show up, get clobbered, and get their heat back on the mic." They are both in low levels, but they're at the EXACT spot the WWE was aiming for and doing well at it...so even if their spots are low, you'd have to argue they HIT.
Eivion 2,131
Los Ingobernables DVDVR
LocationHouston, TX
3 minutes ago, Niners Fan in CT said:
But I wonder what happens when Storm, Io, Kairi Sane, etc. join the main roster and you have Ember and Asuka there. They all take some pretty crazy risks but they are used to working that style, I hope the 4 Horsewomen and the others don't try to emulate that style too much... that's not what they are best at and it could be dangerous.
I fear for both Sasha and Io if they ever have a match together. They might encourage each other to do the dumbest shit. I think they will be fine with Storm and Kairi. Really I think matches that lean closer towards that faster and more brutal style will be rare, especially with no women's show. If that ever starts up though then all bets are probably off.
Brysynner 950
Reigning Knight of Georgia
LocationWaldorf, MD
2 hours ago, SorceressKnight said:
But there was no other options to go there- because NXT just told all of Bayley's story. All there was left when Bayley got promoted was "Bayley finally wins the Women's Championship on the main roster". She won the title, and once that happened: Her story has been told, and there's nothing else you can do with her. She's been going through the motions since that title win, and since then there's just...nothing left to tell of her.
There is another few chapters of Bayley's story but I'm not sure WWE's willing to tell it nor the fans willing to accept it. Bayley needs to turn heel. She's accomplished all her story has for her and yet she's still unfulfilled because her reign at the top was short and she's been leapt over by Nia, Ronda, and Moon. She allowed herself to get sucked in to tagging with her best friend in an attempt to make Sasha relevant again. And the fans who cheer for her or ask her to "be their girl" move on and cheer for the next up and coming star. Basically her heel turn is that she is/was the superfan who achieved her dream and she found out that nightmares are dreams too.
In a wackier scenario, I'd have Bayley and Balor make it to the Mixed Match Challenge Finals against Miz/Asuka and while Balor knows he can beat the Miz, Bayley's not sure if she can beat Asuka. So Bayley spends all ht time prior to the finals asking/begging Finn to take her to the Demon King and we get Demon Bayley. Unfortunately Bayley's not strong willed enough to constantly resist the Demon King so she becomes the Demon Queen Bayley for awhile.
32 minutes ago, Brysynner said:
That would make sense, but the problem there is even THAT story has been killed by WWE due to other matchups, since Asuka has lost.
Ideally, the way you turn Bayley heel that makes the most sense for her character would have been: You go back to that point, say "Asuka beat Bayley in NXT. She fought hard to get back to the top, and Asuka beat her handily because she's just better than her." Sell Bayley lost her confidence when Asuka beat her, and it's made her main roster run worse than it was- and really make it clear the Asuka losses destroyed her, and that Bayley would sell her soul to the devil to defeat Asuka. Then Bayley DOES sell her soul to defeat Asuka.
On paper, it's the most logical way to make that heel turn work- but in practice? It doesn't even work given the storyline. Asuka already had her first loss to Charlotte, a person who Bayley was able to defeat handily. Then, when Asuka tried again, Carmella beat Asuka, who was Bayley's sidekick and protege through NXT. Shit, the IIconics beat Asuka and in kayfabe, neither one of them was ever even playing Bayley's sport, much less being in her league. You can't even do "Asuka is such a force on Bayley's career that Bayley lost everything and NEEDS to beat her" because, in kayfabe through Asuka's losses, main roster Bayley could totally take her.
There really is almost nothing left for Bayley storyline wise in WWE because NXT told it all.
JonnyLaw 2,462
They could have tweaked Bayley's NXT story on the main roster by having her excited to be on Raw, just without the naïveté of her NXT start.
What "killed" Bayley on the main roster was the match with Alexa where she couldn't muster the courage to use the cane on Alexa. That made her look shockingly weak to non-NXT fans and signaled to NXT fans that they had no idea how to push Bayley appropriately.
My fantasy booking would have been to have Bayley hold the championship when Asuka arrived, and have Asuka go after her title. You can play off their history and turn one heel based on whichever outcome you choose.
NikoBaltimore 2,842
Up All Night To Get Lucky
LocationHQ - Los Ingobernables DVDVR
4 hours ago, JonnyLaw said:
Tempted as I am I'm trying not to fantasy book anything regarding Bayley (though the Demon idea Brysynner had would be something I can get into) I can say though that you are on the money about the reactions. I was there live and there were a ton of Bayley fans that were completely baffled by what they were seeing. It was weird and really sad to see as you could see some of them just lose any hope in her. It's a little better since she still has a lot of fans. But all she had to do was use the kendo stick a couple times and even in defeat she'd have been much better off.
Loki 38
Peoria Prancer
LocationThe Garden State
15 hours ago, SorceressKnight said:
THIS. But as fans, I think it can be hard to admit that a character that we've invested in has an upper limit.
As for the Bayley stuff, I would say that in addition to Alexa walking all over her that the ongoing frenemy story with Sasha hasn't helped her at all.
Brian Fowler 12,597
Hail! Hail! to Michigan, the champions of the West!
LocationMt Pleasant, MI
They killed Bayley with the Alexa stuff, but they put her in critical condition just by ignoring the one most obvious story.
Sasha getting jealous Bayley was able to beat Charlotte on ppv, end that streak, and have an actual title reign instead of dropping it right back. Sasha turning heel, them feuding into SummerSlam to have the big rematch once again in Barclays, but this time on the main roster... Then you can do the Alexa feud after that.
tbarrie 528
Worcester Buster
LocationToronto
10 hours ago, JonnyLaw said:
I can understand people not liking that spot, but the idea that what she was lacking was courage is ridiculous.
evilwaldo 603
Evansville Crimson Giant
On 11/7/2018 at 11:40 PM, username said:
I feel like the people who talk up Bayley having her own Nick show and such have like... not watched her cut a promo at any point over the past couple of years? She's been at best passable on the mic, maybe she was better in NXT but on the main roster this is one of her main weaknesses, not strengths. Cena she is not.
Right there. vvv
On 11/8/2018 at 2:06 AM, Brysynner said:
It would take more work and the problem with the main roster is Creative does not put any effort into the characters. If you are protected, you do well. If not, you are forgotten.
Right when she won the title, they should have made the big push to Nic and Disney. You tell the story through another vehicle and extend her character as you expand the audience for her.
RIShane 581
Toronto National Sea Flea
On 11/9/2018 at 1:40 PM, Niners Fan in CT said:
I can see where you are coming from but to me I think Ember Moon is probably the only one on the roster who can keep up with Asuka if they are going full speed. Asuka can have great matches with the others but it's a different style and a slower, more methodical pace.
I get your point, but Asuka's Mania match with Charlotte featured both working a very fast pace. which is why they got so much in in only a 13-minute match.
As for Bayley's booking, I think having her constantly with Sasha but never feuding has been detrimental to both of them. It also indirectly messed up the booking of Bayley/Charlotte where it was awkwardly booked to keep Sasha involved throughout (especially with the odd booking at Fastlane), before abruptly dropping it all for Alexa's arrival and taking away any point it may have had. That said, Bayley's stuff in her first few months on the MR is largely poor. There's the Clash of Champions match with Sasha/Charlotte, but besides, there's random jobber matches and crappy feuds with Dana Brooke and Alicia Fox, the latter about teddy bears. Oh, and that awkward Raw Talk promo that couldn't have done her any favours.
DreamBroken 1,603
What's That Metronome I Hear?
When they did the "I love you" segment and people thought it might go 'that' direction. They should've done that. Had some intrigue in their angle... have done absolutely zero since.
11 hours ago, RIShane said:
Bayley/Charlotte where it was awkwardly booked to keep Sasha involved throughout (especially with the odd booking at Fastlane), before abruptly dropping it all for Alexa's arrival and taking away any point it may have had.
I thought keeping Sasha involved was just meant to set up Mania, where Bayley went over all three of her top challengers thus Alexa coming in while there was no fresh challenger and Charlotte put over Nia on her way out of the territory.
3 hours ago, DreamBroken said:
Possibly! But I remember at the time there was a lot of speculation about how Sasha was doing all she did because (in the storyline) she couldn't challenge Charlotte again, and saw Bayley as an easy target. They even hinted at this on Alexa's Raw debut, where Alexa comes in to interrupt Sasha seemingly just about to challenge Bayley.
19 hours ago, DreamBroken said:
I don't trust those the flatscans in creative to pull off something like this and I'm glad they didn't go there. While they didn't officially shut it down by saying it was a sister-type love at this point it's best to leave it open to interpretation and nothing more. If you want intrigue then it's time for either Bayley or Sasha to turn heel and stick with it. And at this point I'm curious to see what heel Bayley can do.
MapRef41N93W 157
Seattle Yannigan
On 11/8/2018 at 10:07 PM, SorceressKnight said:
This is the one part I disagree with. It's true that NXT fans would have complained if they'd started her whole story over again on the main show, but those fans are going to complain regardless, and keep watching regardless. I don't see any reason for WWE to ever give significant weight to the likely reactions of NXT fans when making creative decisions for ex-NXT wrestlers on the main roster. They're a small minority of the audience, and they're among the most likely to stick around no matter what you do. It's not like they're going to cancel their WWE Network subscriptions.
L_W_P 1,750
On 11/9/2018 at 10:52 PM, JonnyLaw said:
I think they could have easily told the story of a confident Bayley coming to RAW, looking ready to follow the other Horsewomen & fresh from her run as NXT champ, going on a losing streak because she is overawed. She gets distracted by the crowd, OMG there's a celebrity sitting ringside, Alicia Fox is a dirty cheat etc
Then you can almost re-tell that NXT story with her building back up to take the title.
There is also ageism in WWE. If you are not Rousey, you don't get that main event push until you are over 40. They need to learn to strike while the iron is hot with workers like Bayley and Braun. It is not a matter of doing what the fans want but maximizing returns on the product. Bayley hits the young girls market and if you want to attract new viewers you push that person while they still fit that mold. Bayley in her mid-30's becomes Mary Jane. It is just lost opportunities all round.
If you have someone that appeals to an untapped market and is over, you run with it. Plain and simple. Push it to the moon and rake in the cash.
Godfrey 1,377
I don't know when Vince turned from an opportunistic businessman who will push someone if it's clear the fans want it (I'm thinking Austin and Foley, who far exceeded what they were brought in for) into a crotchety old man who will dig his heels in on seemingly baffling decisions. Was it Hogan's defection? Bret? TNA using former WWE guys? Or maybe I'm naive and he's always been obstinate, it just used to line up better with what people wanted.
Nice Guy Eddie 17,675
All Time Best Seller At The Jerk Store
LocationNew Jersey
I'd say he stopped caring after WCW died. With no competition, and no reason to give a fuck, because those dollars keep rolling in, why change anything? What pushed him over the edge was Bryan Danielson's insane popularity and the fan's refusal to accept a WM main event of Batista vs. Randy Orton. He's well on his way to full on dementia at this point.
AxB 4,616
Shame. *RING* Shame. *RING* Shame
LocationStaffordshire Moorlands, England, Europe.
What is the first example of him refusing to push someone who the fans wanted to see? Because I was thinking RVD getting over as a face despite being a heel during the Invasion angle, but if you remember when Austin 3:16 caught fire after KOTR '96, they refused to turn him face and had him berate the fans for daring to cheer him. Also, he wrestled Yokozuna on the Free for All of Summerslam '96 despite being one of the hottest acts in the company, then wasn't on IYH10: Mind Games. Then Bret came back and wanted to work with him.
As far as the first person he gave an overpush to despite the fact that they weren't getting over at all... Bob Backlund?
Vince always hitched the horse to one guy. Sammartino to Backlund to Hogan to Bret to Austin to Cena to Reigns and now to Lesnar.
It has always been his nature to put the company on the shoulders of one guy for a long time, over or not. Anyone remember Cena's white rapper gimmick?
So Dwayne was never actually the guy at any point? Interesting.
I love how the Cena story goes "Cena was a white meat babyface and wasn't getting over, but Stephanie heard him freestyle one time and gave him a Rapper gimmick". Completely ignores the fact that her first instinct on hearing him freestyle was to have him dress as Vanilla Ice on the Halloween Smackdown.
14 minutes ago, evilwaldo said:
The big difference though, is that Vince has always hitched the horse to one guy...but the difference since WCW died is it's more noticeable than it was in those eras.
During the Hogan era, the Austin Era...even to a lesser extent the Bret era, they hitched the horse to one guy- but it didn't matter as much because WWF inherently knew the real lesson:
If someone's not a fan of that person, that's great. Their money's good too. Give their favorites something to do too, and they can focus on that storyline and enjoy that while we focus on the big storyline.
By contrast, since WCW failed, the WWE has destroyed midcard storylines or...well, any storyline that isn't "the top guy in the company vs. their feud this week", and that's destroyed everything about the sport. That fact alone has made fans get the picture "If my favorite isn't in the Iron Throne, then they're never going to get any chances to show their stuff", and has been exactly why all of these top stars get hatred- because now the feud isn't just "the WWE vs. Their Fans", but really "The fans vs. The Top Star" over who gets to be in that spot.
The issue isn't just "Cena and Reigns, or Lesnar, are hated for being in the top spot", but rather realizing "No matter WHO is in the top spot, they're going to be hated because every fan has their own horse in the race, and no matter WHO'S in that top spot, anyone who's a fan of someone else besides that person is going to be DEVASTATED that their choice isn't in that top spot, and they will hate the person who is in that spot solely because it's not THEIR choice...but if their choice is in the top spot, then everyone else will hate THAT PERSON, too."
I'd say Vince hitched his horse more to Shawn than Bret. Bret always seemed like the fallback because Vince knew Bret could get passable matches out of slugs like Papa Shango, Adam Bomb, Diesel, etc. Luger is a flop? Take the belt off Yoko and put it back on Bret. Diesel is a flop? Give Bret the belt back. Shawn's reign was flop. Bret was going to get the belt back at WM13, then Shawn lost his smile.


text:
Glenea flavotransversevittata är en skalbaggsart som beskrevs av Stefan von Breuning 1963. Glenea flavotransversevittata ingår i släktet Glenea och familjen långhorningar.

Artens utbredningsområde är Laos. Inga underarter finns listade i Catalogue of Life.

Källor

Långhorningar
flavotransversevittata


text:
Q: Proof Assistance In C* Algebras By Murphy I'm going over the following theorem and I'm stuck on the last step.  The theorem is the following:
Theorem:  If $u$ is a compact normal operator on a Hilbert space $H$, then it is diagonalisable.
Proof: By Zorn's lemma there exists a maximal orthonormal set $E$ of eigenvectors of $u$.  If $K$ is the closed linear span of $E$, then $H = K \bigoplus K^{\perp}$, and $u(K) \subset K$ and $u(K^{\perp}) \subset K^{\perp}$.  The restriction $u_{\perp}: K^{\perp} \longrightarrow K^{\perp}$ is compact and normal, and $\sigma(u|_{\perp}) \subset \sigma(u)$.  By maximality of $E$, and using the fact that the spectrum of a compact operator is it's eigenvalues, we have that $\sigma(u|_{\perp}) = \{0\}$.
Since $u|_{\perp}$ is normal, $||u|_{\perp}|| = r(u|_{\perp}) = 0$, so $u|_{\perp} = 0$.  Hence $K^{\perp} = 0$, so $K=H$.
My question is, why does $u|_{\perp} = 0$ imply that $K^{\perp}= \{0\}$?
Thank you.

A: $u|_{K^{\perp}}=0$ implies that, for all $v\in K^{\perp}$, $$u|_{K^{\perp}}v=0=0v$$  Thus $v$ is an eigenvector for $u|_{K^{\perp}}$, and so an eigenvector for $u$.
But $K^{\perp}$ is perpendicular to every eigenvector of $u$, so $v$ is perpendicular to itself.  Thus $v=0$.

redpajama_set_name: RedPajamaStackExchange


text:
Williams, McClure & Parmelee
Your Texas Defense Counsel
Browse or search website
James L Williams
Jeffrey A Lacy
Robert A Parmelee
Carolyn Mitchell
Justin L Malone
Insurance Defense Litigation
Nonsubscriber Law
Employment Law Defense
Contracts and Commercial Litigation
Collections and Foreign Judgments
Business Transactions and Organizations
Home / Contracts and Commercial Litigation / Texas Asset Purchase Agreement and Indemnification For Injuries Caused By Fire—-Texas Civil Litigation Attorneys
Texas Asset Purchase Agreement and Indemnification For Injuries Caused By Fire—-Texas Civil Litigation Attorneys
Court of Appeals of Texas,Houston (1st Dist.).
MEMC ELECTRONIC MATERIALS, INC., and MEMC Pasadena, Inc., Appellants
ALBEMARLE CORPORATION, Lexington Insurance Co., and Travelers Property Casualty Group, Appellees.
No. 01-05-00420-CV.
Feb. 15, 2007.
Justices TAFT, ALCALA, and HANKS.
ELSA ALCALA, Justice.
Appellants, MEMC Electronic Materials and MEMC Pasadena (collectively MEMC), appeal the trial court's order that granted a motion for partial summary judgment urged by appellees, Albemarle Corporation and its insurers, Lexington Insurance and Travelers Property Casualty Group, and that denied MEMC's cross-motion for partial summary judgment.FN1 After Albemarle indemnified Ethyl Corporation for claims paid by Ethyl to three people who were injured in a fire at a manufacturing plant, Albemarle sought indemnification from MEMC for Albemarle's payment to Ethyl. MEMC refused to indemnify Albemarle, contending that the Asset Purchase Agreement between MEMC and Albemarle does not require the indemnification. In a single issue on appeal that challenges the trial court's rendition of summary judgment in favor of Albemarle, MEMC asserts three reasons that the trial court should have rendered judgment in its favor. First, MEMC contends that Albemarle's right to obtain indemnification from MEMC under the Asset Purchase Agreement was not triggered by the claims against Ethyl because every claim for which Ethyl was held liable arose out of Ethyl's design and operation of the plant prior to the closing date of the Asset Purchase Agreement. Second, MEMC asserts that the Ethyl Indemnity Agreement was not an obligation that it assumed under the terms of the Asset Purchase Agreement. Third, MEMC states that Albemarle's claim for indemnity is unenforceable under Texas and Virginia law. Albemarle replies by asserting that its indemnification of Ethyl was required under Virginia law, that the indemnification provision of the Asset Purchase Agreement is not modified by any other part of the agreement, and that the indemnification's before-and-after nature provides for the indemnification that it seeks here.FN2
FN1. The trial court granted the parties' Joint Motion to Sever and Abate the damages portion of the case, rendering the grant of partial summary judgment a final, appealable judgment.
FN2. Both parties filed post-submission supplemental briefs with this Court. We allow this supplementation in accordance with Rule 38 .7 of the Texas Rules of Appellate Procedure. See Tex.R.App. P. 38.7 ("A brief may be amended or supplemented whenever justice requires, on whatever reasonable terms the court may prescribe.")
Considering the entire agreement and all individual provisions in the context of the whole instrument, we conclude that the Asset Purchase Agreement does not obligate MEMC to indemnify Albemarle for its payment to Ethyl for Ethyl's liability for injuries caused by a fire at the plant. We do not reach the issue of whether the laws of Texas and Virginia make the indemnity agreement unenforceable as matter of law. We reverse and render judgment in favor of MEMC.
Ethyl designed and built a polysilicon manufacturing plant located in Pasadena, Texas. In 1994, Ethyl created Albemarle as a separate company and transferred various of its businesses, including the plant, to Albemarle's ownership and control. The transfer was under a "Reorganization and Distribution Agreement." Ethyl and Albemarle also entered into an "Indemnification Agreement," under which Albemarle agreed to "indemnify, defend and hold harmless Ethyl … from and against any and all Indemnifiable Losses of the Ethyl Indemnitees arising out of or due to the failure or alleged failure of Albemarle or any of its Affiliates to pay, perform, or otherwise discharge in due course any of the Albemarle Liabilities." The agreements between Ethyl and Albemarle are governed by the laws of the state of Virginia.
In 1995, Albemarle sold the plant to MEMC pursuant to an "Asset Purchase Agreement" that is governed by Texas law. The closing date for the agreement was July 31, 1995. Under a separate agreement, MEMC and Albemarle agreed that Albemarle would continue to operate the plant.
The Asset Purchase Agreement describes the transfer of the plant and other assets and liabilities in Sections 3.3 and 3.4. Some assets and liabilities were specifically excluded from the transfer, and only certain liabilities were assumed by MEMC. Section 3.4(b) specifies that MEMC "shall not assume any other Liabilities of Seller whatsoever" except "those Liabilities specifically assumed" in Section 3.4(a). Section 3.4(a) does not mention the agreement between Ethyl and Albemarle, nor was that agreement a contract that was assumed by MEMC in the accompanying Schedule 3.4(a)(i). The agreement further specified that MEMC did not assume any liability that results or arises from the operation of the plant prior to the closing date.
Albemarle made certain representations and warranties to MEMC. Under Section 4.16, labeled "Contracts and Commitments," Albemarle represented that, except as set forth in Schedule 4.16, it was "not a party to" and the transferred assets "are not bound by" and the Assumed Obligations "shall not include, any written or oral, formal or informal … agreements between or among Seller and any Affiliate of Seller …." Schedule 4.16 did not mention the indemnity agreement between Ethyl and Albemarle.
The Asset Purchase Agreement between Albemarle and MEMC included an indemnity provision. Generally speaking, depending on whether the damages arose out of the operation of the plant "prior to the closing date" or "on or after the closing date," MEMC would indemnify Albemarle for the damages, or Albemarle would indemnify MEMC for the damages. In Section 7.3, Albemarle agreed to indemnify MEMC from and against all damages incurred by MEMC directly or indirectly by reason of or resulting from liabilities, obligations or claims, with respect to the plant arising out of operations of the plant prior to the Closing Date. Similarly, Section 7.4 provided that MEMC would indemnify Albemarle from and against all damages asserted against, resulting to, imposed upon or incurred by Albemarle, directly or indirectly by reason of or resulting from liabilities, obligations or claims with respect to the plant arising out of the operations of the plant on or after the Closing Date.
In 1996, three Albemarle employees were injured when a fire broke out at the plant. The employees, collectively referred to as the the Damewood plaintiffs, filed a lawsuit against a number of parties, including Ethyl and MEMC.FN3 Albemarle, which carried worker's compensation coverage, was not subject to suit. MEMC settled with the Damewood plaintiffs. Of the parties relevant to the present case, only Ethyl went to trial in the underlying litigation. Pursuant to the agreement between Ethyl and Albemarle, Albemarle defended Ethyl in the Damewood litigation. At the close of the trial, Ethyl was the only remaining defendant, and a jury rendered a verdict in excess of six-and-a-half million dollars against Ethyl. Ethyl appealed, and while the appeal was pending, it settled with the Damewood plaintiffs for approximately five million dollars. Ethyl sought indemnification from Albemarle under the terms of their agreement. Albemarle indemnified Ethyl for its losses, which is the amount that Albemarle now seeks from MEMC in this lawsuit.
FN3. Larry Damewood, Gary Woodard, and Roy Moss v. Ethyl Corporation, Cause No. 96-38521, in the 189th District Court of Harris County, Texas.
MEMC filed for summary judgment, which was denied. Albemarle then filed a motion for partial summary judgment on the issue of whether MEMC was obligated to indemnify Albemarle, and MEMC re-urged its motion as a cross-motion for partial summary judgment. The trial court ruled in Albemarle's favor. The trial court severed the summary judgment order and abated the question of damages so the parties could bring the present appeal.
When reviewing cross-motions for summary judgment, we consider both motions and render the judgment that the trial court should have entered. Coastal Liquids Transp., L.P. v. Harris County Appraisal Dist., 46 S.W.3d 880, 884 (Tex.2001). Further, in a contract action where, as here, neither party contends that a contract is ambiguous, a court should construe the contract as a matter of law, and, on appeal, the court's ruling is subject to de novo review. See J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223, 229 (Tex.2003) (citing Coker v. Coker, 650 S.W.2d 391, 394 (Tex.1983)) (applying rule to arbitration agreement); C.M. Asfahl Agency v. Tensor, Inc., 135 S.W.3d 768, 780 (Tex.App.-Houston [1st Dist.] 2004, no pet.) (interpreting asset purchase agreement); Tesoro Petroleum Corp. v. Nabors Drilling USA, Inc., 106 S.W.3d 118, 125 (Tex.App.-Houston [1st Dist.] 2002, pet. denied) (interpreting indemnity agreement); Webb v. Lawson-Avila Constr., Inc., 911 S.W.2d 457, 459-60 (Tex.App.-San Antonio 1995, writ dism'd w.o.j.).
"An indemnity agreement is a promise to safeguard or hold the indemnitee harmless against either existing and/or future loss liability." Dresser Indus., Inc. v. Page Petroleum, Inc., 853 S.W.2d 505, 508 (Tex.1993). Indemnity provisions are to be strictly construed, pursuant to the usual principles of contract interpretation, in order to give effect to the parties' intent as expressed in the agreement. See Ideal Lease Serv., Inc. v. Amoco Prod. Co., 662 S.W.2d 951, 953 (Tex.1984). In construing a written contract, the court's primary concern is to ascertain the true intent of the parties as expressed in the instrument. J.M. Davidson, Inc., 128 S.W.3d at 229; see C.M. Asfahl Agency, 135 S.W.3d at 780. Accordingly, the court must examine and consider the entire writing in an effort to harmonize and give effect to all provisions so that none is rendered meaningless. J.M. Davidson, Inc., 128 S.W.3d at 229. The court may not consider any single provision, taken in isolation, as controlling, but must consider all provisions in the context of the entire instrument. Id.
Obligations Assumed by MEMC Under the Agreement
MEMC contends that, in its Asset Purchase Agreement with Albemarle, it did not assume an obligation for the indemnity agreement between Ethyl and Albermarle. MEMC contends that Sections 3.4, 4.16 and 3.3(b) exclude the agreement between Albemarle and Ethyl from the agreement between Albemarle and MEMC. Albemarle does not dispute that the agreement between Ethyl and Albemarle is never mentioned specifically in the agreement between Albemarle and MEMC. Albemarle, however, asserts that it is entitled to indemnification from MEMC under Section 7.4, the section of the agreement that pertains to indemnification.
MEMC Does Not Assume Obligation for Ethyl-Albemarle Agreement
MEMC points to Section 3.4 of the Asset Purchase Agreement to show that it did not assume any obligation for the indemnity agreement between Ethyl and Albermarle. As noted above, Albemarle does not dispute that Section 3.4 does not mention the agreement between Ethyl and Albemarle.
Section 3.4(a)
The Asset Purchase Agreement describes the transferred business and transferred assets. Section 3.4(a) specifically describes "Assumed Obligations." These are obligations, assumed by MEMC, of liabilities that belong to Albemarle. The only obligations that are assumed by MEMC are those that are listed in Schedule 3.4(a)(i), the "Assumed Contracts[.]" FN4 The agreement between Ethyl and Albemarle was not listed in Schedule 3.4(a)(i) as a contract that was assumed by MEMC. Moreover, the agreement between Albemarle and MEMC specifically provided that MEMC would "assume no liabilities relating to the Assumed Contracts which result or arise from operation of the Transferred Business or the Transferred Assets prior to the Closing Date." MEMC thus correctly points out that Section 3.4(a) provides that MEMC is assuming an obligation for only the liabilities of Albemarle that "are listed in Schedule 3.4(a)(i) [,]" and that the agreement between Ethyl and Albermarle is not listed in that Schedule. We agree with MEMC's representation that under Section 3.4(a), it has not assumed liability for the agreement between Ethyl and Albemarle.
FN4. The Asset Purchase Agreement states,
Section 3.4 Assumptions by MEMC Pasadena
(a) Liabilities Being Assumed. Except as otherwise expressly provided herein and subject to the terms and conditions of the Agreement, simultaneously with the sale, transfer, conveyance and assignment to MEMC Pasadena of the Transferred Assets, MEMC Pasadena shall assume and agree and undertake in writing to pay, perform, and discharge as and when due … the following Liabilities of Seller (collectively, "Assumed Obligations" ):
(i) those Liabilities of Seller under all contracts, leases, subleases, commitments, supply contracts, agreements and orders relating primarily to the operation of the Transferred Business or the Transferred Assets, but in all such cases only to the extent the same are listed in Schedule 3.4(a)(i) attached hereto (the "Assumed Contracts" ) provided, however, that MEMC Pasadena shall assume no liabilities relating to the Assumed Contracts which result or arise from operation of the Transferred Business or the Transferred Assets prior to the Closing Date ….
Section 3.4(b)
The Asset Purchase Agreement specifies under Section 3.4(b) that liabilities of Albermarle are not being assumed by MEMC. The only exception is that MEMC is assuming liability for items listed in Schedule 3.4(a)(i), which is the schedule included within 3.4(a). Section 3.4(b) states that MEMC "shall not assume any other Liabilities" of Albemarle, unless the liability is "specifically assumed in writing" under Section 3.4(a). The agreement between Albemarle and Ethyl is not listed in Schedule 3.4(a)(i) and is therefore excluded from the obligations assumed by MEMC. MEMC thus accurately represents that under Section 3.4(b), it has not assumed liability for the agreement between Ethyl and Albemarle.FN5
FN5. Section 3.4(b) of the Asset Purchase Agreement states,
(b) Liabilities Not Being Assumed. Except for those Liabilities specifically assumed in writing by MEMC Pasadena pursuant to Section 3.4(a) hereof, MEMC Pasadena shall not assume any other Liabilities of Seller whatsoever such as (by way of example and without limitation of the scope of the preceding portion of this sentence), the following (collectively, "Excluded Obligations" ).
(i) any Liabilities of Seller (other than Assumed Obligations) of any nature whatsoever (regardless of whether the existence of such Liability (A) is or was at any time known or unknown to MEMC Pasadena, MEMC or Seller or (B) constitutes or does not constitute a breach of any representation or warranty of Seller to MEMC or MEMC Pasadena) to the extent arising or incurred or which arose or were incurred on or before the Closing, or which are based on (1) events occurring on or before the Closing, or (2) the operation of the Transferred Business on or before the Closing, notwithstanding that the date on which the claim, demand or Liability arose is after the Closing …
In summary, Sections 3.4(a) and (b) provide that MEMC is not assuming obligation for liabilities of Albemarle that are not specifically set forth in Schedule 3.4(a). The agreement between Ethyl and Albemarle is not mentioned in Schedule 3.4(a). We conclude that Section 3.4 of the agreement does not provide for MEMC to assume obligation for the indemnity agreement between Ethyl and Albermarle. Our task, however, is not merely to examine a single provision of the agreement, but to look at all the provisions in the context of the entire instrument in an effort to harmonize and give effect to all provisions so that none is rendered meaningless. See J.M. Davidson, Inc., 128 S.W.3d at 229.
Albemarle Did Not Disclose Ethyl-Albermarle Agreement
MEMC contends that the failure of Albemarle to disclose the existence of the indemnity agreement between Ethyl and Albemarle shows that there was never any obligation by MEMC for that agreement. Albemarle makes representations and warranties to MEMC in the Asset Purchase Agreement. Under Section 4.16(a)(x) of the Asset Purchase Agreement, Albemarle represents that it is not "a party to" and is "not bound by" any "agreements between or among" Albemarle and any "Affiliate." The indemnification agreement between Ethyl and Albemarle showed that Albemarle was Ethyl's "wholly-owned subsidiary[,]" which meets the definition of affiliate in the agreement between Albemarle and MEMC.FN6 Further, Section 4.16(xiii) includes Albemarle's representation that it is not "a party to" and is "not bound by … any other agreement, contract, commitment, arrangement or instrument that relate[s] to or may affect the plant." FN7 The only exception to these provisions concerns agreements listed in schedules accompanying the Asset Purchase Agreement. As noted above, the indemnity agreement between Ethyl and Albemarle was never disclosed in any schedule, nor was it ever mentioned in the Asset Purchase Agreement. We conclude that Section 4.16 called for Albemarle to disclose contract and commitments that "relate to or may affect" the plant, but Albemarle did not disclose its indemnity agreement with Ethyl. We also conclude that Albemarle failed to disclose in Section 4.16 the indemnity agreement it had with its affiliate, Ethyl. Albemarle's failure to disclose its indemnity agreement with Ethyl suggests that MEMC was not aware of that agreement and did not obligate itself to cover any liability imposed under that agreement. We conclude that terms of Section 4.16 support MEMC's position that it is not obligated for the indemnity agreement between Albemarle and Ethyl.
FN6. "Affiliate" is defined in the agreement as "in the case of an entity, any person who or which, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, any specified Person (the term "control" for these purposes means the ability, whether by ownership of shares or other equity interest, by contract or otherwise, to elect a majority of the directors of a corporation … or have the power to remove and then select, a majority of those Persons exercising governing authority over an entity)."
Section 4.16 Contracts and Commitments
(a) Except as set forth in Schedule 4.16 or in other Schedules to this Agreement hereof, to Seller's knowledge, Seller is not, with respect to the Transferred Business or the Transferred Assets, a party to, and the Transferred Assets and the Transferred Business are not bound by, and the Assumed Obligations shall not include, any written or oral, formal or informal …
[the section lists a number of possible contractual obligations]
(x) agreements between or among Seller and any Affiliate of Seller;
(xiii)any other agreement, contract, commitment, arrangement or instrument that relate to or may affect the Transferred Business, except for the Assumed Contracts.
In view of Sections 3.4 and 4.16 of the Asset Purchase Agreement, we conclude that those sections suggest that MEMC was not obligated to indemnify Albemarle for the payment that it made to Ethyl.FN8
FN8. We disagree with MEMC that Section 3.3(b) supports its position that it is not obligated to Albemarle here, because we conclude that the section is inapplicable. Section 3.3(b) states that Albemarle continues to have responsibility for certain assets, including "(v) all indemnification rights against and indemnification agreements with other parties arising out of the Transferred Business or the Transferred Assets prior to the Closing Date." The indemnity agreement between Ethyl and Albemarle is not an asset of Albemarle's, but is rather a liability, and that Section, therefore, does not aid in our analysis of the issues here.
The Indemnification Portion of the Agreement
Albemarle contends that the indemnification terms specified by Section 7.4 of the agreement require MEMC to indemnify Albemarle, and that under the rules of contract construction, we must favor an interpretation that affords some consequence to each part of the instrument so that none of its provisions will be rendered meaningless. Albemarle contends Section 7.4(a) requires MEMC to indemnify it for its obligation to Ethyl so long as that obligation FN9 (1) is with respect to the transferred business,FN10 and (2) arose out of the operation of the transferred business, (3) on or after the closing date.
FN9. MEMC does not challenge Albemarle's assertion that it met the term "Liabilities, Obligations or Claims" because the lawsuit arising out of the January 1996 fire would qualify as an obligation, claim, or liability. The Asset Purchase Agreement defines Liabilities as: "any and all debts, claims, liabilities and obligations of any kind, regardless of whether disclosure thereof would be required to be made in accordance with [Generally Accepted Accounting Principles], whether accrued or fixed, absolute or contingent or determined or determinable."
FN10. Albemarle contends that it is undisputed that the Damewood plaintiffs were injured while performing polysilicon manufacturing operations for the Pasadena business, and thus the injuries were "with respect to the Transferred Business." The agreement between Albemarle and MEMC defines "Transferred Business" as "all of the business of Seller related to the manufacture of granular polysilicon, silane, sodium aluminum fluoride, and sodium ethyl silicate at the manufacturing facilities of Seller located in Pasadena, Texas, but specifically excluding Seller's sodium aluminum hydride business[.]"
MEMC's challenge on appeal focuses on the term "arising out of the operations of the Transferred Business … on or after the Closing Date." MEMC contends that the undisputed evidence shows that Albemarle's payment to Ethyl was due to the agreement between them, which occurred prior to the Closing Date of the Asset Purchase Agreement between Albemarle and Ethyl, and that the payment did not arise out of the operations of the plant on or after the Closing Date. In short, the tort claims by the Damewood plaintiffs are not the legal basis for Albemarle's indemnity claim here. MEMC also asserts that the undisputed summary judgment record indicates that every claim for which Ethyl was held liable arose out of Ethyl's design and operation of the plant prior to the closing date of the Asset Purchase Agreement.
Albemarle responds that we should rely on the specific indemnity provision in Section 7.4(a) of the Asset Purchase Agreement, despite the fact that the Asset Purchase Agreement fails to mention the indemnity agreement between Ethyl and Albemarle. Albemarle contends that "Resolution of the meaning of the term 'arising out of' is, perhaps, the central and controlling issue presented to this Court." Albemarle asserts that it is asking this Court to give "arising out of" the "normal inclusive" reading that "reasonable mutual indemnitors would have accorded the phrase."
Under Section 7.4(a) of the Asset Purchase Agreement, MEMC must indemnify Albemarle for all damages asserted against, resulting to, imposed upon or incurred by Albemarle directly or indirectly by reason of or resulting from liabilities, obligations or claims with respect to the plant arising out of the operations of the plant on or after the Closing Date.FN11 The Damewood plaintiffs were injured after the Closing Date of the Asset Purchase Agreement and there is no dispute that those injuries arose out of the operations of the plant. The damages at issue here, however, consist of the payment made by Albemarle to Ethyl pursuant to their indemnity agreement, which was an agreement in existence before the Closing Date of the Asset Purchase Agreement. We conclude that the payment made to indemnify Ethyl was not a liability, obligation or claim arising out of the operations of the plant, but rather a payment that arose out of the prior contractual relationship between Albemarle and Ethyl.
FN11. Section 7.4 of the Asset Purchase Agreement provides that MEMC will indemnify Albemarle under certain circumstances. The agreement states,
Section 7.4 MEMC's and MEMC Pasadena's Agreement to Indemnify. Subject to the terms and conditions of this Article 7, MEMC and MEMC Pasadena jointly and severally agree to indemnify, defend and hold harmless Seller from and against all Damages asserted against, resulting to, imposed upon or incurred by Seller, directly or indirectly (collectively, "Seller Claims" ), by reason of or resulting from:
(a) without prejudice to any obligations of Seller under the Operating Agreement or the Utilities and Services Agreement, liabilities, obligations or claims with respect to the Transferred Business or the Transferred Assets (whether absolute, accrued, contingent or otherwise) arising out of the operations of the Transferred Business or the Transferred Assets (including the Facility and the Facility Site) on or after the Closing Date;
(b) liabilities with respect to the Assumed Obligations and the Assumed Contracts;
(c) a breach of any representation, warranty or agreement of MEMC or MEMC Pasadena contained in or made pursuant to this Agreement ….
We disagree with the assertion by Albemarle that we will render Section 7.4(a) meaningless if we interpret the Asset Purchase Agreement to deny recovery here. The Asset Purchase Agreement plainly provides for MEMC to indemnify for damages arising out of the operations of the plant on or after the Closing Date. That indemnity agreement remains in place for any liabilities, obligations or claims that arise out of the operations of the plant on or after the closing date. Our holding merely denies recovery for any Albemarle liabilities, obligations or claims that arise out of unidentified, contractual obligations in existence prior to the Closing Date that were not specifically mentioned by the Asset Purchase Agreement with MEMC.FN12
FN12. In its most recent supplemental brief, Albemarle contends that the language in Section 7.4. which states that the section is "[s]ubject to the terms and conditions of this Article 7 " requires us to read Section 7.4 independently of Articles 3 and 4. To the contrary, we note that the term "subject to the terms and conditions" appears throughout the agreement, and nowhere requires any section to be read in isolation. We also note that Section 7.1 expressly incorporates all other agreements between the parties into Article 7:
All representations, warranties and agreements made by any party to this Agreement or pursuant hereto shall be true, complete, and correct as of the date hereof and at and as of the Closing Date as though such representations, warranties, covenants and agreements were made at and as of the closing date.
Viewing the indemnity provision in context with the agreement as a whole, our conclusion is consistent with the other sections of the agreement. As we noted above, Section 3.4 of the agreement does not provide for MEMC to assume an obligation for the indemnity agreement between Albemarle and Ethyl. Additionally, Albemarle's failure to disclose the agreement under Section 4.16, suggests that MEMC was not aware of the agreement. We further noted that Section 4.16(a)(x) suggests that MEMC is not obligated to Albemarle for its payment to Ethyl because it is a "wholly-owned subsidiary" of Ethyl, which would qualify as an "Affiliate of Seller" under the Asset Purchase Agreement.
Albemarle refers us to decisions that interpret "arising out of" language to require only a causal nexus between the action and the result. For its broad interpretation, Albemarle calls this court's attention to a number of cases construing insurance contracts. See Mid-Century Ins. Co. of Tex. v. Lindsey, 997 S.W .2d 153, 156 (Tex.1999); Utica Nat'l Ins. Co. v. Am. Indem. Co., 141 S.W.3d 198, 203 (Tex.2004); McCarthy Bros. Co. v. Cont'l Lloyds Ins. Co., 7 S.W.3d 725, 730 (Tex.App.-Austin 1999, no pet.); Gen. Agents Ins. Co. v. Arredondo, 52. S.W.3d 762, 767 (Tex.App.-San Antonio 2001, pet. denied); Sport Supply Group, Inc. v. Columbia Cas. Co., 335 F.3d 453, 458 (5th Cir.2003). In interpreting an insurance policy, when that policy "is subject to more than one reasonable interpretation, we must adopt the construction most favorable to the insured when we resolve the uncertainty." State Farm Fire & Cas. Co. v. Vaughan, 968 S.W.2d 931, 933 (Tex.1998). Albemarle presents no authority that requires us to interpret the terms of contractual indemnity in a commercial setting-terms which neither party contends are subject to multiple reasonable interpretations-to favor the indemnitee.
MEMC relies on an unpublished decision from this Court in Union Tex. Petroleum Energy Corp. v. Kelly Operating Co., No. 01-96-00346-CV, 1997 WL 476322 (Tex.App.-Houston [1st Dist.] Aug. 21, 1997, no pet.) (not designated for publication). In August 1990, four men were injured by a well and sued Union Texas for negligent dredging of an oil well extension canal that occurred in 1975. Id. at *1. Kelly refused to indemnify Union Texas under their May 1990 agreement that provided that Kelly would discharge all obligations arising out of the purchased property with respect to all occurrences on or after the Effective Date of the agreement. Id. This Court held that the agreement that provided for indemnity after May 1990 did not apply because the negligent conduct-the 1975 dredging of the oil well-occurred prior to the effective date of the agreement. Id. at *3. Here, similarly, the liability, obligation or claim arises from the contractual relationship between Albemarle and Ethyl, which occurred before the Closing Date of the Asset Purchase Agreement. See id.
Examining the entire writing in order to give effect to the intent of the parties as expressed in the agreement, and in order to render no clause meaningless, we conclude that the Asset Purchase Agreement does not obligate MEMC to indemnify Albemarle for the payment to Ethyl under the agreement between Albemarle and Ethyl. The trial court therefore erred by granting partial summary judgment for Albmarle, and also erred by failing to grant partial summary judgment in favor of MEMC.
We reverse and render judgment for MEMC.
Williams, McClure & Parmelee is dedicated to high quality legal representation of businesses and insurance companies in a variety of matters. We are experienced Texas civil litigation attorneys based in Fort Worth who know Texas courts and Texas law. For more information, please contact the law firm at 817-335-8800. The firm's new office location is 5601 Bridge Street, Suite 300, Fort Worth, Texas 76112.
Jul 29th, 2015 Contracts and Commercial Litigation, Insurance Defense Litigation
tdcadmin
← PreviousOperation of Emergency-Vehicle Traffic Control Signals– Fort Worth, Texas Civil Attorneys
Next →Abercrombie Resolves Religious Discrimination Case Following Supreme Court Ruling in Favor of EEOC–Employment Law Attorneys
New 'Digest of EEO Law' Issued By EEOC
The Time Notice Rule in Slip and Fall Defense Litigation in Texas
Texas Deposition Witness Takes Oath Seriously
ATTORNEY JAMES L. WILLIAMS NAMED 2017 TOP ATTORNEY BY FORT WORTH MAGAZINE
Slip and Fall Defense Litigation in Texas: The Time Notice Rule
Interesting Quotes in History
Texas Attorney Humor
Texas Tidbits: Past and Present
5601 Bridge Street, Suite 300 Fort Worth, Texas 76112
© Copyright 2021 Williams, McClure & Parmelee | Disclaimer