text:
The Guide to M&A Arbitration - Second Edition
Chul-Won Lee, Una Cho and Hye Won Chin
Frequency of M&A disputes
The number and value of Korean M&A deals have been continuously increasing since the 1997 Asian financial crisis. In particular, the years 2014 to 2016 broke records, with sharp increases in M&A activity in the Korean market resulting from a significant number of inbound deals and many domestic transactions, partly driven by internal restructuring of Korean conglomerates and global and local private equity funds. While there are no published statistics on how many M&A transactions result in litigation or arbitration, market trends show that the number of disputes has grown in proportion to the M&A market.
With the increasing sophistication of the Korean M&A market during the past 20 years, deal structures and contractual arrangements have become more complex and highly customised to meet the various needs of the parties. As a result, the nature of the claims and disputes have also become more varied, leading the courts and arbitral tribunals to address new and complex issues, and bringing more clarity in some previously ambiguous areas of law in the M&A context.
Notably in 2017, deal volume and value fell by 8.5 per cent and 19 per cent, respectively, compared with 2016, which is by far the biggest drop in the past 10 years.[2] Whether this is the beginning of a downward spiral remains to be seen, but we foresee the number, complexity and variety of disputes related to M&A transactions will continue to increase in the foreseeable future.
Form of dispute resolution
While the majority of M&A disputes that involve domestic parties are still predominantly resolved through Korean court proceedings, disputes arising out of cross-border transactions are much more frequently resolved through arbitration. 'Phased' dispute resolution, which requires mediation or expert determination prior to litigation or arbitration, is less frequently found in M&A contracts.
Data published by the Korea Fair Trade Commission indicates that the percentage of M&A deals in Korea involving at least one foreign party between 2014 and 2016 was around 22 per cent,[3] which is roughly consistent with our view on the ratio of contracts with arbitration clauses (involving one or more foreign parties) versus contracts selecting court litigation in M&A disputes.
Grounds for M&A arbitrations
The most frequently cited bases for M&A arbitrations are misrepresentations and breach of warranties. As misrepresentation and breach of warranty claims are provided for in most M&A contracts, parties are likely to be familiar with and comfortable raising such claims. Given that most of the operative representations and warranties are provided by the seller, the majority of the claims are asserted by the buyer. Nonetheless, indemnity escrow arrangements are frequently used in Korea, and the seller at times will be the first to initiate a claim for release of the escrow amount, or raise it as a counterclaim.
Claims based on misrepresentation and breach of warranty are often accompanied by claims for breach of covenant. Claims regarding pre-closing covenants are closely aligned with misrepresentation and warranties claims (e.g., continuing obligation on the accuracy of representations and warranties, absence of material adverse change, notice or approval provisions). In situations where the buyer or target company are in the same industry as the seller, claims for breach of post-closing covenants (e.g., non-compete, non-solicitation, intellectual property issues) are also not infrequent.
Claims of tort related to pre-contractual failure to disclose and fraud claims are possible under the Korean Civil Code, but as of yet are rare in Korea. As various limitations on liability for breaches in M&A contracts are increasingly common, claimants are starting to consider ways around the limitation by raising tort and fraud claims either in arbitration together with other contractual breach claims or through parallel litigation.
The post-closing price-adjustment mechanism through use of closing accounts has been a common pricing method in Korea, but claims related to price adjustments (often involving requirements for expert determinations) have been rare and are more generally raised as breach of representations and warranties claims. In cases where buyers retain a holdback as indemnity for price adjustments, sellers have initiated claims or counterclaims for release of the holdback.
Claims related to earn-outs are rare in Korea but not unheard of, as earn-out mechanisms are not frequently used in sizable Korean transactions, other than from time to time in transactions involving start-up companies or where the parties are unable to resolve their differences in valuation.
Disputes regarding failure to complete the transaction, especially related to break-up fees, are frequent in Korea, but the majority have been raised in litigation, as most of the operative agreements did not contain arbitration clauses. We expect to see an increase in arbitration relating to failure to complete in the future; for example, a high-profile dispute between two private equity funds regarding the cancellation of the acquisition of a parcel delivery company was reported to be in arbitration.[4]
Disputes regarding the rights of minority shareholders to exit under shareholder agreements, such as a put option or a drag along, have been on the rise recently. Several high profile arbitration cases filed by financial investors in relation to their put option execution against the controlling shareholder are currently pending. In an appellate decision in 2018, the court ordered a company to purchase the shares of the investors who were unable to exit using their drag-along rights when the company failed to cooperate in the drag-along process.
Fraud and failure to disclose
Claims related to failure to disclose or fraudulent misrepresentation in M&A transactions are generally raised by the buyer in connection with the information or representations provided by the seller during due diligence or contract negotiations. These claims are often brought for breach of representations and warranties terms in the contract, and the substantive standards tend to follow the requirements provided in the language of the relevant provisions.
Separately from contractual claims, a tort claim based on fraudulent misrepresentation or failure to disclose could be brought by the buyer. According to general statutes on tort under Korean Civil Code, the party claiming tort would be required to prove four elements to establish tort liability: (1) unlawfulness of the act, (2) wilfulness or negligence, (3) damage and (4) a causal connection between the act and the damage. However, a tort claim based on fraud is less frequently raised in M&A disputes as it would require an exceptional situation where the failure to disclose amounted to fraud, wilful concealment or deception.
A frequent defence raised by the sellers in responding to claims related to failure to disclose or misrepresentation is that the buyer had actual knowledge of the allegedly undisclosed or misrepresented facts and should not be allowed to claim damages based on the good-faith principle. In 2015, the Korean Supreme Court rendered a notable decision regarding the 'knowledge' defence. The Supreme Court held that the buyer's prior knowledge of the seller's misrepresentations and breach of warranties at the time of the execution of the agreement should not affect the buyer's right to seek a remedy, unless the parties expressly agreed to exclude matters known to the buyer from the scope of representations and warranties. The Supreme Court added that limitation of contractual right by the application of the good-faith principle should only be made in extremely exceptional cases. This decision sets a clear precedent in favour of sandbagging in M&A disputes where the underlying M&A contract does not contain an anti-sandbagging clause.
The basic rule for burden of proof under Korean law is that each party bears the burden of proving the facts it seeks to rely on. As a result, claimant must prove the underlying facts that constitute its claim, and the responding party must prove the facts for its defence. Such distribution of burden of proof is consistently applied, unless the burden is switched or alleviated by act of law or established jurisprudence.
Switching or alleviation of the burden of proof is applied in limited circumstances under Korean law. For instance, Korean courts have applied an 'alleviated' standard for establishing causation between environmental harm and damages considering its technical and complex nature. However, this alleviation of burden of proof has not often come up in the context of M&A disputes.
Under the Civil Code, while 'wilfulness or negligence' is an element of breach of contract, in contrast to tort claims, the claimant is not required to prove wilfulness or negligence of the non-performing defendant. It is up to the non-performing party to prove the absence of wilfulness or negligence as part of its defence, for example, by establishing that the non-performance is attributable to circumstances beyond its control. If it is established that the performance became impossible through no fault of either party, the parties are released from their obligations under the contract. The statutory effect is similar to force majeure even if a force majeure clause is not specifically included in the contract.
There are no specific rules or standards on whether the knowledge of management or other representatives of the target can be treated as knowledge of the sellers, who are often shareholders of the target. In practice, terms are often included in M&A contracts to determine the scope of groups' knowledge. Therefore, the decisions of the courts or the arbitral tribunals largely depend on the facts of the case and the contractual language on the scope of knowledge.
If there is no particular definition or provision in the agreement with regard to the criteria of persons whose knowledge is taken into account, general principles from the Commercial Code will be applied to interpret the agreement. The knowledge of the seller's directors, who make material business decisions of the company through board resolutions, would be considered as the seller's principal knowledge, and if any of the seller's directors were also serving as directors of the target, their knowledge is likely to be seen as the seller's. Generally, such directors are the registered directors who are official members of the board.
However, in the context of director's liability, the Commercial Code expands the meaning of 'directors' to unregistered directors or persons under various titles that have de facto control or influence over the operations of the company or have active participation in the execution of the company's business, which means certain persons exercising the authority of an executive officer or 'management' may be held to bear the same liability as a registered director. The same approach is likely to be applied in determining the scope of persons whose knowledge could constitute that of the company.
In determining whether knowledge held by certain representatives of the target should be imputed to the seller, the actual role, involvement and responsibilities of the seller in the target's day-to-day management will be significant factors that the court will take into account. If any of the seller's directors or executives were appointed as the target's director or executive, such facts may be used as grounds to 'pool' the knowledge of the seller and the target. Also according to the 'expanded' approach under the Commercial Code, participation by the seller in the target's operation of its business is likely to contribute in establishing the nexus between the seller's and the target's knowledge. The actual 'pooling' of knowledge is likely to depend on the facts of the case, including the role and responsibility of the relevant individual according to the by-laws or internal regulation of the company. In the context of M&A transactions, knowledge of the person in charge of the deal on the seller's side would be particularly relevant.
As remedies for breach of contract, in the context of M&A disputes, claimants may seek performance of specific actions, such as transfer of shares or assets as required under the contract, or seek compensation of monetary damages in lieu of performance. In practice, monetary damages claims are more commonly sought by claimants in M&A disputes in accordance with the contractual mechanism agreed between the parties such as price adjustment and indemnification, or as general damages claims based on breach of contractual obligation or tort. In cases of specific performance, the award will take the form of an order requiring the respondent to take certain action, or of an order that is a constructive statement by the respondent (e.g., to provide consent).
Under the Civil Code, a party may terminate or cancel a contract based on non-performance of a material obligation by the other party. In addition to statutory termination rights, a party claiming fraud may seek to rescind the contract by arguing that the agreement was based on fraud by the other party. If such claim is accepted, the expression of intention to agree to the contract is revoked and the contract is retroactively rescinded in accordance with the Civil Code. However, in practice, statutory rescission claims are rarely accepted in the context of M&A disputes.
Generally, contractual termination terms as defined in the contracts will be given deference, and statutory termination rights are less frequently used. Termination or cancellation of the transaction becomes less of an issue after the closing because most M&A contracts specify that no unwinding of the transaction is allowed after closing.
The statutory interest rate for monetary damages is set at 5 per cent per annum under the Civil Code, unless otherwise agreed between the parties. However, the statutory rate of 6 per cent per annum can be applied under the Commercial Code where the parties are entities or natural persons in commercial business, which would likely apply to most M&A transactions. The Special Act on Expedition of Litigation[5] provides that interest rate of 12 per cent per annum[6] shall apply to monetary damages claims from the date of filing of the lawsuit. Although this act applies to litigation in Korean courts, some tribunals have applied this interest rate for arbitrations seated in Korea.
Measure of damages
The Civil Code defines two broad categories of compensable damages in both contract and tort claims under Korean law: ordinary damages and special damages. Ordinary damages are those that are commonly expected to result from a breach of contract or a particular tort. While not specifically defined by law, ordinary damages can be claimed for loss that may be expected to ordinarily flow from the underlying act in question. The claimant needs to prove the amount of loss that was directly or proximately caused by the breach or the tortious act to recover ordinary damages. Special damages arise through circumstances that are specific to the parties' situation other than ordinary damages. Special damages can be sought only when the breaching party 'knew' or 'could have reasonably foreseen' such circumstance.
Under Korean law, punitive damages in civil claims are not recognised or recoverable, unless specifically provided by law. (For example, the Product Liability Act prescribes 'triple' damages for intentional disregard of defective products.)[7] In fact, if a foreign court judgment or an arbitral award governed by foreign substantive law grants punitive damages, it is possible that a Korean court would reject enforcement. The Civil Procedure Act specifically provides that the court shall reject enforcement of a foreign money judgment on damages if the judgment is in serious conflict with the laws of Korea. There are court precedents where punitive damage portion of a foreign judgment was excluded from the scope of enforcement, and for this reason, Korean courts may find arbitral awards ordering payment of punitive damages to violate public policy under the New York Convention.
Contractual liquidated damages and penalty provisions are recognised in Korean legal practice. Nonetheless, the Civil Code empowers the court to review and reduce the liquidated damages agreed between the parties if the court finds the amount to be unjustly excessive. In contrast, the court has no power, in principle, to reduce the penalty. Therefore, the claiming party usually attempts to portray the relevant provision as a penalty clause instead of liquidating damages to avoid discretional reduction by the court. This can become an issue with 'break-up fees' or 'guarantee deposits' in the M&A context, allowing the buyer to terminate the contract by giving up the deposit delivered to the seller, or the seller to terminate by paying reverse break-up fees. Unlike penalties, if a court determines the 'guarantee deposits' to be payment of liquidated damages for early termination, the amounts at issue may be subject to the review of the court.
In 2016, the Korean Supreme Court rendered a noteworthy decision on break-up fees, reversing the lower-court decisions in a case brought by the buyer for the return of a performance guarantee deposit in a failed acquisition deal. The key question was whether the guarantee deposit constituted a 'penalty' or 'liquidated damages'. Although the language of the contract expressly specified that the guarantee deposit would constitute a 'penalty' for breach of the underlying agreement, the Supreme Court found that the facts strongly supported the nature of the 'guarantee deposit' as that of liquidated damages for failure to complete the transaction. The court went on to find the amount of damages to be excessive and accordingly ordered a reduction of the amount. The case demonstrates that Korean courts may be willing to look beyond the contractual language in determining the nature of the break-up fees, depending on the facts and circumstances of the dispute.
Special substantive issues
Korean law provides a wide scope of set-off rights. The right to exercise set-off requires matching mutual obligations of the same kind owed from one another which are due and payable, but these obligations need not necessarily share the same contractual or factual grounds. As a result, most monetary payment obligations are considered to be eligible for set-off under Korean legal practice, unless parties specifically agreed to exclude such obligations from set-off. Set-off rights can be asserted within court litigation or arbitration proceedings and also outside the dispute context by notification of such intention. Set-off is frequently argued in M&A disputes, as parties often hold corresponding payment obligations related to indemnity payments, hold-back or escrow.
Claims of set-off under Korean law may create conflict with the jurisdiction of the tribunal in international arbitration. There is currently no certainty on the jurisdiction of the arbitral tribunal to examine a dispute related to the exercise of set-off rights arising from a contract separate from the contract containing the arbitration agreement. If the responding party rejects the set-off by arguing that the alleged corresponding claim does not exist or is not due and payable, the arbitral tribunal may be asked to examine factual and legal matters beyond its jurisdiction, which may eventually subject the award to challenge. As such, in practice, set-off claims in international arbitrations are generally limited to claims arising from the same agreement or closely related agreements that are subject to arbitration.
Special procedural issues
The scope and procedure of document production in international arbitrations with a Korean nexus are not significantly different from the generally accepted practice in international arbitration proceedings. However, arbitrations under the Korean Commercial Arbitration Board (KCAB) domestic rules tend to follow Korean court litigation procedure, which allows a substantially narrower scope of document production compared with the generally accepted standard in international arbitration proceedings. As in litigation, in KCAB domestic proceedings, there may not be a separate step for 'document production' and instead, a party may need to ask the tribunal to order the other party to produce certain documents during the arbitral proceedings. The party making the request must specify the documents being requested and provide the grounds for such request. In practice, production requests are usually limited to a narrow scope of specific documents with clear relevance.
Multiparty arbitration can be particularly relevant, as many M&A transactions involve more than two parties. While the KCAB International Arbitration Rules were amended in 2016 to enable arbitral tribunals to allow third parties to be joined in certain conditions, as of yet there are no specific provisions in the Arbitration Act and no clear court precedent on multiparty arbitration issues, such as consolidation of multiple arbitral proceedings or joinder of additional interested parties. It remains to be seen whether the changes in the KCAB rules will spur further changes in the practice of international arbitration and the courts' acceptance of multiparty proceedings in Korea.
[1] Chul Won Lee is a partner, Una Cho is a senior foreign attorney and Hye Won Chin is an associate at Kim & Chang.
[2] Bloomberg Korea M&A Legal Ranking FY 2017.
[3] M&A Trend Report issued by Korean Fair Trade Commission for years 2014 to 2016. See www.ftc.go.kr/
www/selectReportUserView.do?key=10&rpttype=1&report_data_no=7199, www.ftc.go.kr/www/selectReportUserView.do?key=10&rpttype=1&report_data_no=6583, www.ftc.go.kr/www/selectReportUserView.do?key=10&rpttype=1&report_data_no=6116.
[4] www.theinvestor.co.kr/view.php?ud=20170125000698.
[5] The purpose of this Act is to award higher delay interest on successful monetary claims once court litigation is commenced so as to avoid intentional delay in litigation. It is arguable whether the Act also applies to arbitration seated in Korea.
[6] The interest rate under the Special Act on Expedition of Litigation was lowered from 15 per cent to 12 per cent per annum in June 2019.
[7] Article 3-2, Product Liability Act, as amended by Act No. 14764 of 18 April 2017.
Chul-Won Lee
Author | Partner
Una Cho
Author | Senior Foreign Attorney
Hye Won Chin
Author | Associate
Amy C Kläsener
Part I: Key Issues in M&A Arbitration
Drafting Arbitration Clauses in M&A Agreements
Anne Véronique Schlaepfer and Alexandre Mazuranic
White & Case LLP
Joinder and Consolidation in M&A Arbitration
Anke Meier
Noerr
Conflicts between Expert Determination Clauses and Arbitration Clauses
Wolfgang Peter and Daniel Greineder
Peter & Kim
The Taking of Evidence
Andrea Gritsch, Stefan Riegler and Alexander Zollner
Special Issues in Connection with Warranty and Indemnity Insurance
Amy C Kläsener and Thomas H Webster
The Role of the Quantum Expert in M&A Disputes
Andrew Grantham, Kai F Schumacher and Greg Huitson-Little
AlixPartners LLP
Managing Expert Determinations
Gerald (Jerry) M Hansen
Forensic Risk Alliance
Drafting M&A Contracts to Minimise the Risk of Disputes
Jonathan M Moses
Part II: Survey of Substantive Laws
Andrea Gritsch and Stefan Riegler
Ariel Ye, Huang Tao and Yang Fan
Ariel Ye, Paul Starr and Yang Fan
Alessandro Scagliarini
Fieldfisher LLP
Hiroki Aoki
Nagashima Ohno & Tsunematsu
Marcin Rudnik and Paweł Wysocki
Philip Jeyaretnam SC and Lau Wen Jin
Dentons Rodyk & Davidson LLP
Michael Bösch and Patrick Rohn
Thouvenin Rechtsanwalte
Ismail G Esin, Ali Selim Demirel and Demet Kasarcioglu
Esin Attorney Partnership
Francis Greenway and Duncan Speller


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The Menage A 3 Universe Expands At UDON Entertainment With Sticky Dilly Buns
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Mystery Science Theater 3000 Season 11 Blu-ray Review
by Erik Amaya
After nearly two decades of dormancy, Mystery Science Theater 3000 rocketed back to life last year thanks to a staggeringly successful Kickstarter campaign and the arrival of the program on Netflix. Though the original cast was long gone, subsequent replacements made cameos and original host/creator Joel Hodgson was behind the scenes. In the place of Hodgson, Trace Beaulieu and J. Elvis Weinstein — or their replacements Mike Nelson, Bill Corbett and Kevin Murphy — were Jonah Ray and comedians Baron Vaughn and Hampton Yount. Their first season is now finally out on Blu-ray and, for the most part, their work and the very essence of MST3K is preserved in this eight disc set from Shout! Factory.
The narrative framework of the show is maintained with a slight update. Ray stars as Jonah Heston, a beloved student at Gizmonics Institute who responds to a distress signal originating from the dark side of the Moon. It turns out to be a trap set by Kinga Forrester (Felicia Day), daughter of the original MST3K's Dr. Clayton Forrester. Her plan for Jonah involves resuscitating her father's most lucrative enterprise: Mystery Science Theater 3000 itself! One idea contained in the original program was the occasional reference to Forrester selling tapes of Joel and the his robot friends watching bad movies to a cable company; allowing him to continue his plan to rule the world. For Kinga, reviving MST3K is the means to a simpler goal: becoming the queen of all media.
But as the theme song states, you should just relax in regards to the narrative supporting the show's real objective: riffing on cheesy movies. Season 11 of the show features some of the finest examples of cheese ever riffed and a handful of slower, but well-produced clunkers. Fans of the old show may find the pace at which Jonah and his robot pals Crow T. Robot (Yount) and Tom Servo (Vaughn) riff a little hard to deal with at first. But by halfway through the season, their rhythm works and the movies themselves offer plenty of goofy surprises. The rushed riffing in the first few episodes also extends to a number of the host segments, but each episode features a least one riotously funny sketch. The bizarre "native" dance Crow and Servo perform in episode 1105, The Beast of Hollow Mountain, might be one of the funniest things in the entire season.
Like the original show, Season 11 is a mix of monster movies, sci-fi rip-offs and the plain inexplicable. The viewer's appreciation for each episode will vary based on their tolerance of the movie on display or its subject matter. The two giant monster flicks in the season, Reptilicus and Yongary, are not my favorite monster movies ever used on the show. The former, despite being the first episode of the new season, I've watched once while Yongary proves to be the better of the two thanks to some great riffing and the running gag of "capsule!"
Other favorites include Starcrash, a Star Wars ripoff with David Hasselhoff; Avalanche, a star-studded 1970s disaster movie that sluggishly makes its way to the disaster; and The Land that Time Forgot, MST3K's first exposure to infamously hammy actor Doug McClure.
The two absolute standouts, though, are the second episode, Cry Wilderness and a latter episode which feature the film Carnival Magic. Both movies come from the inexplicable school of filmmaking where both establish a premise and then wonder around it for 90 minutes. If you watch the series in order, Cry Wilderness will put to rest any doubts you might have in Jonah and the new bot voices from Reptilicus as the team find recent cultural touchstones to references and a terrible central character to mock in what has to be the lamest Bigfoot movie every made. Carnival Magic is probably the slowest film of the season, but the riffing keeps things moving as the film itself avoids conflict until the last few minutes. It is a remarkable thing to behold.
The set's lone special feature is We Brought Back MST3K, an exhaustive look at the resurrection of the series with Hodgson, key producers, the stars, co-star Patton Oswalt and former MST3K staffers like Corbett and Mary Jo Pehl discussing the return and some of the ways it differs from the original series. It may in fact be the longest documentary Ballyhoo has produced for a MST3K set, but it honors the journey Hodgson undertook to bring the series back to the fans.
Mystery Science Theater 3000 Season 11 is a worthy addition to any MSTie's home video collection. And since it is so current, episodes like Starcrash and Cry Wilderness provide new fans with a great entry point to movie riffing and the wild world of cheesy movies.
April 17, 2018 Erik Amaya 1111 Views Baron Vaughn, David Hasselhoff, Felicia Day, Hampton Yount, Joel Hodgson, Jonah Ray, Mystery Science Theater 3000, Mystery Science Theater 3000: Season 11, Patton Oswalt, Shout! Factory
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Erik Amaya
Host of Tread Perilously and a Film/TV Writer at Comicon.com and Rotten Tomatoes. A former staff writer at CBR and Bleeding Cool, and a contributing writer at Fanbase Press and Monkeys Fighting Robots. Voice of Puppet Tommy on The Room Responds. A seeker of the Seastone Chair and the owner of a Legion Flight Ring. Sorted into Gryffindor, which came as some surprise.
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The activities began by means of a conversation wheel in which the students should raise hypotheses about how the electric energy arrives in their houses. Then graphs and tables were analyzed on simple attitudes that can save electrical energy. With this data, the students systematized the information, made records and solved exercises about how the electricity bill is calculated by the company that provided the service.
Later, the students analyzed the map of the planet Earth and identified which are the most common energy matrixes in Brazil and in the World. They found that in 2016 the Brazilian energy matrix was divided into 66% hydric, 19% fossil, 5% wind, 9% biomass and 1% nuclear.
The teacher created a world in the creative mode and the students entered this virtual environment with the goal of building a hydroelectric plant. They used the game's own chat to communicate about the best strategies for finishing the project.
First they dug the river bed and raised the banks with blocks of earth forming small plateaus. Then they put blocks of water to fill the open hole. Part of the students built the river while others built the ciliary forest with fauna and flora. When they finished, they all focused on dam construction, piston placement, and redstones to simulate water movement.
Students should describe the energy transformations involved in each stage of electricity generation and realize that the potential energy of the water stored in the dam is transformed into kinetic energy, moving the turbines and being transformed into electrical energy in the generator.


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News / Sport
Villa's Chukwuemeka keen to express himself during Livi loan spell
The Aston Villa teenager hopes for valuable experience playing in David Martindale's side.
Ross Parker via SNS Group
Caleb Chukwuemeka has signed until the end of the season. Ross Parker via SNS Group
By Sheelagh McLaren
New Livingston signing Caleb Chukwuemeka says he's looking forward to gaining valuable experience after making a loan move from Steven Gerrard's Aston Villa.
The 19-year-old forward has joined until the end of the season and will be in the squad for Livingston's first game back after the break when the face Dundee on Tuesday.
Chukwuemeka says the move to top flight football is an important step for him and he says Livi manager David Martindale was the driving force behind the move to bring him to Scotland, though Gerrard gave his thumbs up to the loan spell.
"I felt it was the next step of my career in terms of following the right pathway," he told STV.
"Obviously I spoke to David Martindale a few days before coming and he laid out his foundation and what he expects from me. I feel like it's the next stepping stone.
"I'm excited about getting started.
"It was more that the gaffer here spoke to Steven Gerrard to find out how I am as a person and how I am on the pitch. He was more of an influence on me coming here.
"Obviously with [Steven Gerrard] managing Rangers for a time he knows how good the league is. He just expects me to come here and do what I do best."
Martindale has said that Chukwuemeka arrives with a burgeoning reputation from Villa and is a versatile attacking player who will have the Livingston fans excited when he has the ball.
"The teenage forward says he just enjoys playing off the cuff and aims to enjoy his experience," he said.
"I feel like I'm a flair player and I like to express myself. I don't think too much, I just go with the flow but work hard as well. I'm a very expressive player and I enjoy my football."
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Get Even est un jeu vidéo édité par Bandai Namco Entertainment et développé par The Farm 51. Il est sorti le  sur Microsoft Windows, Xbox One et Playstation 4.

C'est le deuxième jeu du studio polonais après NecroVisioN.

Le jeu devait normalement sortir le , mais à la suite de l'Attentat de Manchester, il a été repoussé d'un mois.

Trame
Le joueur incarne un mercenaire du nom de Cole Black. Alors qu'il se réveille dans un vieil asile abandonné. Il ne sait plus où il en est et son seul souvenir est la tentative ratée de sauvetage d'une adolescente avec une bombe attachée à la poitrine. Avec une technologie étrange fusionnée à la tête - utilisée pour lire et rejouer la mémoire humaine - Black se rend dans les profondeurs de son esprit pour découvrir la vérité sur son passé. Chaque pas qu'il fait mène au mystérieux Red, dont les intentions sont difficiles à deviner.

Système de jeu
En tant que jeu à la première personne, Get Even combine des éléments de jeux de tir, de casse-tête et d'aventure. En tant que Cole Black, le joueur traversent un asile abandonné sur les ordres du mystérieux Red. En cours de route, il dialoguera avec un certain nombre de "détenus", dont certains sont amicaux, d'autres hostiles. À des points spécifiques, Black entrera dans la mémoire concernant un événement spécifique que Red souhaite reconstruire, à savoir les niveaux du jeu. Chacun se termine avec Black retournant à l'asile et y pénétrant plus avant, jusqu'à retrouver le souvenir suivant.

Black est équipé d'un smartphone doté de cinq applications: un scanner capable d'analyser des objets spécifiques à la recherche de preuves; une carte avec laquelle Black peut naviguer dans les environnements et suivre les ennemis; une vision thermique pour repérer les signatures de chaleur; un téléphone et une application de messagerie par lesquels différents personnages communiquent avec Black; et une lumière ultraviolette (UV) pour détecter des traces d'éléments tels que les empreintes digitales et le sang.

À chaque niveau, diverses notes, photographies et enregistrements audio peuvent être découverts et examinés. Ils sont ensuite stockés dans une salle réservée aux pièces à conviction, à laquelle on peut accéder à des moments précis, entre les niveaux. Bien que la collecte de ces notes ne soit pas nécessaire pour terminer le jeu, la collecte de 100% des preuves d'un niveau ouvre un code qui peut être utilisé pour ouvrir des portes spécifiques à chaque niveau.

Les combats sont semblables à ceux de la plupart des FPS, bien qu'il soit fortement déconseillé de le faire, puisque le fait de tuer menace la stabilité de la mémoire et peut provoquer sa destruction complète. La préférence du joueur pour la furtivité ou l'agression affecte également la fin du jeu. Black a accès à un petit arsenal qui lui permet de vaincre ses ennemis, notamment des pistolets, des fusils d'assaut et des fusils de chasse, ainsi que l'option de tuer furtivement de près. L'un des aspects uniques du combat est un dispositif appelé CornerGun. Lorsqu'il en est équipé, le joueur peut tourner le pistolet à un angle de 90 degrés et regarder et / ou tirer une arme dans cette direction à l'aide du smartphone. Combiné avec l'accent mis par le jeu sur l'utilisation de couvertures, il permet au joueur de tirer dans les coins ou par-dessus les murets et les tables.

Il serait possible, bien que très difficile, de terminer le jeu sans tuer personne.

Les puzzles consistent en des codes de déchiffrement permettant d'ouvrir les portes ou en utilisant des vannes et des leviers pour ouvrir un passage particulier. Ceux-ci utilisent souvent les applications du smartphone de manière spécifique. Les niveaux contiennent également des anomalies qui, lorsqu'elles sont numérisées avec la caméra du smartphone, modifient l'environnement de certaines manières, généralement à l'avantage du joueur, par exemple en faisant apparaître une fourgonnette dans un garage de stationnement, ce qui diminue la visibilité de l'ennemi. ou faire disparaître un évent mural, ouvrant ainsi une voie alternative.

À certains moments de la partie, le joueur devra faire des choix pouvant avoir des conséquences plus tard. Par exemple, dans une scène précoce, Black décide de libérer ou non un détenu de l'asile d'une cellule. Plus tard, il a le choix entre rediriger la vapeur à travers des tuyaux pour ouvrir un passage ou contourner le casse-tête en tirant la serrure sur une porte. Tout comme leur approche du combat, les choix du joueur sont commentés par Red et influencent la fin du jeu.

En fin de partie, les joueurs prennent le contrôle de Red. Tout en contrôlant de manière identique à Black, Red n'utilise pas le smartphone ou CornerGun. Au lieu de cela, il a le pouvoir d'assimiler les ennemis et de prendre leurs armes, qu'il peut ensuite utiliser. Il utilise également des points de distorsion, situés à des endroits spécifiques de chaque niveau, pour se déplacer rapidement et éviter les ennemis. Au lieu de la carte, il a une vision sonar qui lui permet de voir brièvement où se trouvent les ennemis et les points de distorsion à distance. Bien que Red ne collecte pas de preuves, il rencontre des engrammes à des points spécifiques, qui sont utilisés pour reconstruire des mémoires.

Accueil
Si Get Even a bien été accueilli par la presse vidéoludique, le public a en grande partie boudé le jeu.

Articles connexes
The Farm 51 est un studio fondé par des anciens de People Can Fly (Painkiller, Bulletstorm)

Notes et références

Jeu vidéo sorti en 2017
Jeu vidéo développé en Pologne
Jeu de tir à la première personne
Jeu vidéo d'horreur
Jeu Xbox One
Jeu PlayStation 4
Jeu Windows
Jeu Bandai Namco Games
Jeu vidéo avec une musique composée par Olivier Derivière

redpajama_set_name: RedPajamaWikipedia


Time Warp is set to make its return to New York City after it last touched down in the Big Apple back in 2015. Its resurgence comes on the 25th anniversary of the iconic German festival in conjunction with its host Teksupport's 5th anniversary. And all we have to say is, what a hell of a way to celebrate!
The all-in techno festival will take place at the New York Expo Center in the Bronx on November 22 and 23, 2019. This will mark Time Warp's third ever US event.
The last time Time Warp stormed through New York City, it brought along an incredibly rare performance from legend Ricardo Villalobos, who hasn't played in America since then. We were also treated to sets by Luciano, Sven Vath, Len Faki, Chris Liebing, Seth Troxler, Jamie Jones, Joseph Capriati and many more.
While a lineup is yet to be revealed, there are three clues that lead us to believe that the list of forthcoming players is going to be immaculate. First off, Time Warp brought out an all star cast to their 25th anniversary festival in Mannheim, Germany earlier this month including Nina Kravitz, Carl Cox, Ben Klock, Amelie Lens, Monika Kruse, Adam Beyer, Dubfire, Charlotte de Witte and more. Secondly, Ricardo Villalobos is due to make an American comeback. And thirdly, event host Teksupport has been murdering the game lately, delivering some of the most unforgettable moments in recent New York underground history including a rare performance by PRYDA this year, Adam Beyer B2B Cirez D this past fall, and Carl Cox last summer, among many others.
As we collectively – and very impatiently – await the lineup, you can sign up for pre-sale tickets and to get more info on Time Warp New York 2019.


text:
Donnie Ray Copeland (born March 16, 1961) is an American pastor and politician. He is the pastor of the Apostolic Pentecostal Church in North Little Rock, Arkansas. From 2015 through 2017, he served one term as a Republican member of the Arkansas House of Representatives for District 38 in Pulaski County.

Early career
Copeland attended the University of Louisiana at Monroe, when the institution was known as Northeast Louisiana University.

In 2010, Copeland polled 60,072 votes (48.1 percent) in the Republican primary election for lieutenant governor, having lost to Mark Darr, who received 64,883 votes (51.9 percent). Darr then defeated in the general election the Democrat Shane Broadway for the seat vacated by another Democrat, Bill Halter.

House of Representatives
In 2014, Copeland won the House position with 5,710 votes (51.5 percent), when he unseated the one-term Democrat Patti Julian, who polled 5,389 votes (48.5 percent). Copeland was succeeded in the House by fellow Republican Carlton Wing, who with 7,019 votes (52.1 percent) defeated the Democrat Victoria Leigh, who received 6,466 (48 percent). In his legislative term, Copeland served on these committees: (1) City, County and Local Affairs, (2) Judiciary, and (3) Public Retirement and Social Security.

Rather than seeking a second term in the state House, Copeland ran unsuccessfully on March 1, 2016, in the Republican primary for the District 34 seat in Arkansas State Senate. He polled 6,365 votes (48.8 percent) against the successful incumbent, Jane English, who received 6,687 votes (51.2 percent). English then defeated the Democrat Joe Woodson, also of North Little Rock, in the November 8 general election, 21,497 votes (58 percent) to 15,541 (42 percent).

References

1961 births
Living people
Republican Party members of the Arkansas House of Representatives
American clergy
American Pentecostals
Politicians from Monroe, Louisiana
Politicians from North Little Rock, Arkansas
University of Louisiana at Monroe alumni


3. Open it and complete it on your computer.
4. Come back to this page and complete the form below and upload the completed application.
5. The completed application and your information is emailed to our admissions staff who will review your application and contact you promptly.
Submitting this form sends your information and the completed application to our admissions staff. We will contact you shortly after reviewing it.


text:
/* date:   Nov 13, 2011
						ROW POSITION
		Instantiated by CardSet.startCardSet(..) but CardSet does not invoke
		its functions. CardSet passes it to RowerNode.startRowerNode(..).
		As lines of text are displayed, the RowPosition object sums the height
		of each row in order to place the next row
		relative to the row one.

		Script program codes row 1 as 0, row 2 as 1, row 3 as 2, and so on.

		Classes (DisplayText, DisplayVariable, BoxField) having the
		trait 'VisualMetric' define a VisualObject.

		RowPosition accesses each RowerNode via 'startRowerNode(..)'.
		At the end of RowerNode's execution of its VisualObjects:
				rowPosition.resetCurrentWidth() //adjusted for each VisualObject.
				rowPosition.addToPriorYFromTop(maxHeight)//Y of next RowerNode
		are invoked for the next RowerNode.

*/
package com.client
import java.awt._
import javax.swing._

//class RowPosition (defaultFont:DefaultFont)  {
class RowPosition  {

		//
	var priorRow=0
		// VisualObject's 'column' variable will alter this value.
	var startingColumnWidth=0
		// 'd (%% now is) the time (# $abc)' have three components. Each
		// is displayed separately.  'currentPixelWidth' keeps track of where
		// on the line that the next component begins.
	var currentPixelWidth=5;	// updated by 'setCurrentPixelWidth(..)'
		// End of 'iterateRowerNodeChildren(..), maxHeight is assigned to priorYFromTop to
		// begin next row's pixel distance from window's top.
	var priorYFromTop=0
		//Invoked in RowerNode after its VisualObjects have been
		//processed(iterated).
	def addToPriorYFromTop(maxHeight:Int) { priorYFromTop+= maxHeight}
		// Invoked by RowerNode.startRowerNode(..) following iteration of all VisualObjects.
	def resetCurrentWidth() { currentPixelWidth=5; }
		//When row has multiple visual components, then component
		//width values are added to 'currentPixelWidth'.
		//Visual.local_getMetricsWidth() determines the width
	def sumToCurrentWidth(value:Int) { currentPixelWidth += value; }
		// Invoked in RowerNode. When row==priorRow, then row was incremented by 1,
		// Handle differences greater or lesser than 0. Increment is > or < than 1.
		// For example:  c
		//				 d /3/first line begins row 3
	def getRowerNode(row:Int, defaultHeight:Int) {
		if(row > priorRow) {  // example 'd /3/...'
			rowIncrease(row, defaultHeight)
			}
		if(row < priorRow) {
			rowDecrease(row, defaultHeight)
			}
		if(row==priorRow)
				priorRow +=1
		}
		//
	def rowIncrease(row:Int, defaultHeight:Int) {
		val rowDifference=row - priorRow
		val offset=rowDifference * defaultHeight
		priorYFromTop += offset
		priorRow=row
		}
	def rowDecrease(row:Int, defaultHeight:Int) {
		val rowDifference=priorRow - row
		val offset=rowDifference * defaultHeight
		priorYFromTop -= offset
		priorRow -=row
		}
	}

redpajama_set_name: RedPajamaGithub


Realizing efficiency and cost-savings across data center operations has become top-of-mind for data centers operators and managers. The Uptime Institute estimates that today's power-hungry data center environments collectively consume approximately three percent of all global electricity production. As the price of energy continue to rise, many operators are searching for new methods, technologies and strategies to save on electricity costs.
Electronic Environments Corporation (EEC) is well-known for its unique, holistic approach to servicing the complete data center lifecycle from planning, to design and maintenance, utilizing a combination of proven, proprietary methods with the latest innovations and technologies for nearly three decades. One of the latest technologies we've added is a portable device called "AUDIT-BUDDY™" created by Purkay Labs. AUDIT-BUDDY uses the latest diagnostics technology to record data center temperature and humidity, providing a simple and highly effective way to enhance data center cooling efficiency and trim excessive energy costs.
Utilizing this device during assessment methods, EEC is able to effortlessly diagnose problems and determine the most advantageous methods to improve airflow management in any data center.
Recently, EEC utilized AUDIT-BUDDY within the data center of a large healthcare facility. Taking baseline temperature and humidity readings of well over 100 racks in less than a couple of hours, AUDIT-BUDDY allowed EEC to reduce the amount of time required to get accurate readings compared to alternative methods and tools used in the past. The output reading enabled EEC to clearly detect potential problem areas and make simple adjustments, such as changes to perforated tiles and the addition of containment curtains, to reduce temperatures in a particularly dense aisle in the data center. One area of concern was captured with output of AUDIT-BUDDY's readings (see Figure 1).
For easy-to-use and comprehensive diagnostic readings, AUDIT-BUDDY has three convenient modes: LongScan, QuickScan, and Delta-T.
LongScan is most useful in determining change in temperature and humidity over time. By setting the AUDIT-BUDDY in front of a server for a fixed period of time, users can record long-term, time-stamped data that provides greater detail into potential problematic areas such as hotspots and overcooled locations.
QuickScan provides users with the ability to evaluate whole aisles by taking 20-second scans in front of each server rack. Through this method, AUDIT-BUDDY is able to characterize an aisle using real-time information. This tool can create a thermal survey of all aisles in a data hall, validate CFD analysis, and visualize host spots and cold air loss.
Finally, the Delta-T mode uses two AUDIT-BUDDY systems, one in front of the server and one in the back of the server to determine the amount of cold air that is diverted from the server. This mode provides the necessary data to improve cooling effectiveness and lower energy costs.
EEC is dedicated to providing clients with the most advanced support throughout all stages of a data center's lifecycle. Treating and servicing facilities as their own, EEC offers a wide array of services to increase overall productivity of mission-critical data centers. EEC is constantly seeking new and innovative methods to proactively diagnose and rehabilitate potential issues in order to ensure highly efficient functionality throughout. AUDIT-BUDDY has provided a fast and easy method to obtain fundamental data points for immediate detection of potential problem areas as well as detailed ongoing analysis, allowing EEC to service its clients more effectively than ever.
To learn more about EEC and its mission-critical services, visit www.eecnet.com or email info@eecnet.com.
PreviousARIN + NANOG On The Road comes to Madison, WI!


text:
Saga and The Wicked + the Divine
Image Comics have come a long way. Sure, the hell spawn and the bloody damned heroes have a charm of their own. But now we've got some sexy new comics to talk about. I wrote an entire prologue to Image's evolution and these new titles last week, so let's just get to it. Hold on to your feelings, for this will get real pretty.
Saga #1
Right off the bat, the word 'saga' hints at the gravitas of Norse mythology. The very sound of it conjures images of grand voyages, perilous quests and immortal prowess. It is no incident that such a word could be chosen to encompass the narrative of an epic space opera. Surely, this magnificent tale will begin with grandiose atmosphere and heroic ambience. It all starts in the planet Cleave, with the birth of a child.
Well, I'd say it rather does, to some extent. Regardless of the charming tone of events, we might now have our 'Sigurd' equivalent to this saga. Parallel to these events, we have an in extrema res narration from an unknown character. At this early stage, the reader could reasonably think it's a new mum's recollection on past events. Speaking of whom, meet Alana; she's a woman belonging to a species of winged people. She's fierce and saucy. As for the dad, meet Marko, a man belonging to a species of horned people. He can be quite a softie. These are our protagonists, and they're pretty cool people. They're also our first step into a world of guns and magic.
Soon enough, the side narration turns out to be the baby's perspective, as an adult. This person, more mature and a bit jaded, seems to struggle with not getting ahead of herself. This narrative device works neatly to foreshadow and to lead the reader's expectations in one direction or another. There's only so much she can tell us, however; the events unfolding will do the rest. Seeing Marko severing the umbilical cord with his teeth should ring with Tristram Shandy-ish echoes. By this association, these events could build up to her role, which could end up being deliberately underwhelming as a subversion of the trope. On the other hand, the trope could be played straight, as she has inherited a sword by sole fact of being born during wartime.
The post-giving birth banter between Alana and Marko hints at deep cultural differences between their races. This is a generous way to put it, though. Turns out, their species have long been at war with one another. The complications of these circumstances become obvious as a group of TV-headed operatives violently bust in. An ally of Marko seems to have sold them out. Not to worry, as a group of horned fellows join the party, and shit goes down as they rain violence by magic on the robots. It seems that this birth is quite the event. The baby's narration fills us further in about the nuances to this war.
The winged people are natives to the planet Landfall, which has only one moon, Wreath. This is where the horned people hail from, pejoratively called 'moonies'. The latter speak a language of their own, loosely based on Latin, and are capable of wielding magic. The war's gone on for too long for anybody to remember how it began. It has also expanded throughout the galaxy, as multiple planets have picked a side. This includes the Robots from the Robot Kingdom. They have allied themselves with the Landfallians against the people of Wreath.
Several important personages have emerged from this history. Meet Prince Robot IV; he's a shell-shocked war veteran and kind of a dick. After a spoiled love-making session, he receives an inconvenient visit from a Landfallian Special Agent. He has a briefing on a new mission for the Prince, who is reluctant to go. Through this briefing, we learn more about Alana and Marko. She was a guard in the prison where Marko was held as war prisoner. For reasons and with means unknown, the two manage to escape the prison together. While examining the footage, Alana is already visibly preggy, but the Agent discards the possibility of a rape. Much to the surprise of Prince Robot IV, he concludes that it was actually a union of love. Apparently, there are dangerous implications to this event. Alana and Marko must be taken out, and their child also suitably dealt with.
Of-fucking-course we're getting some heavy Romeo and Juliet vibes already. Unlike those two dumb kids, though, Alana and Marko seem at least moderately competent. They escape the standoff through the sewers while arguing like a married couple, as you do. The guy who sold them out, now dead, had given Marko a map beforehand. This little asset seems sloppy, but they nevertheless have a destination: the Rocketship Forest. However, they are unaware that external forces will soon be on their trail. One of these persons of interest is a man called The Will.
The Will is a freelancer and a constant smoker, like yours truly. He's also reputable, dangerous and resourceful, unlike yours truly. He travels along with Lying Cat: a big hairless cat that can tell when you're lying. She'll literally say it out loud, much to the embarassment of all living things. This beautiful duo has been charged by a woman from Wreath to also take out Marko and Alana. However, he is to bring their child back to her, unharmed. We don't know what her intentions may be, but she is too smartly attired to be well-meaning. So far, this makes two parties determined to hunt our heroes down, especially their kid. This sense of urgency is already super effective. The play on cliches is not getting old at all; it's actually even refreshed.
Back to the recent-parents, they wade through a creepy forest at night. They haven't made it yet to the Rocketship Forest, though Marko's wary about strange ethereal beings lurking in the forest. His scepticism about actual ships that grow on trees contrasts with Alana's scepticism about the Horrors that haunt the woods. Curiously, such contrasting disbelief about both elements of fantasy actually endows this universe with greater depth. This selective scepticism, the linguistic barries (however basic) and the seemingly irreconciliable history between both species starts speaking miles about the galaxy itself. However, as a cruel howl of the circumstances echoing back at them, fiery battle has broken out in the forest.
Alana feels discouraged about their odds to escape this war. Regardless of their drive, they cannot escape the present. With or without targets on their back, war will own them as it has for countless planets. Marko steps up and comforts her by taking on a greater resolve towards success. Though the external circumstances will be adverse, the couple are resolute and nearing their destination. Such a moment can only be crowned by the naming of their daughter: Hazel. Her parents will show her the universe. From 'two against the world', the motif has transformed into 'our child deserves better'.
As for Hazel herself, she says she won't grow to become a character of relevance. Already this comic has adopted and subverted literary several conventions, so it is actually plausible. However, what indeed can we consider ordinary in this universe that's just been opened to us? Let alone the fact that we're punkass humans in comparison to Alana, Marko and especially the Lying Cat (She's the best). Such palette of graphic and narrative colours don't leave much room for half tints and pusilanimity. Will Hazel, our Sigurd in this instance, turn out to speak true? Only time, and the trials of her mummy and her daddy, will tell.
And so, ends the first issue of Saga. Now moving on to…
The Wicked + The Divine #1
"I Want Everything You Have"
English television has given us a few series about adolescents. Skins and Misfits (which some would say is really the former with superpowers) quickly come to mind. These narratives feature an age group functioning in a social context, exploiting it and often being victimised by it also. We've all been there, and we know it can be a volatile age to live. In fiction, it can become especially imbedded with a tint of fatalism. It becomes a coin toss, a choice between life and death. The title of this comic series already expresses such stark duality. But what could be the extent of these dichotomies? Could such a steep price not affect the way the characters experience their lives?
We start off on December 31, 1923. We first get a black page featuring a circle outlined by twelve effigies. Four of these show distinctive icons, whereas the rest only show skulls; semiotic doom. The scenery is a secretive gathering at a round table: four strange young personages are seated, and a strange old woman is in their midst. There are lots of empty seats hinting at disturbing implications. The youths suitably appear to experience varying facets of apprehension. It's dangerously looking like a sort of suicide pact as the old woman walks away with a rueful expression. The four agree to get to it, and start a countdown out loud, with their hands stretched, ready to snap their fingers. At the final click, the house explodes into flames. Only the old woman remains.
Fast forward to January 1, 2014 for another black page with a new circle. We see nine distinctive symbols and three hollow circles. Minds could be racing about what this means, but it's pretty succint. We got a clean slate and no casualties yet. It's a lovely day in South London. We follow a girl who reminds me of Antonia Thomas, and her name is Laura Wilson. She is excited, for something grand is occurring that day, but she needs to prepare for it. We've all been there, haven't we? She walks into a bathroom and applies artful makeup, and dons a long-haired red wig. Other girls are doing likewise. This scene is no strange thing to people who cosplay. Nuance and detail are important to incarnate the character. She finds the image on the mirror pleasing to her purpose.
But even if the result is beautifully achieved, it's not enough. There's 'something' Laura can't hope to replicate: something she wishes she could have. It's the 'something' that hundreds have come to see that day. Amaterasu, the girl who became the Japanese Sun Goddess is giving a show. She's a pop star. Real soon, we can observe this worshipping of the celebrity as a reprisal of the cult to a deity. After all, are musicians not the Gods of our age? We anoint ourselves in their grace by consuming their products. We adore and praise as they take the stage. We partake of the communion by obsessing next to others who too enhance their lives with their songs.
This would all be no more than a pretty allegory if not for one thing: she's literally a Goddess. The show proper, as narrated by Laura, has an indomitable physical effect on the attending fans. One such admirer even climaxes in his pants from the ecstasy of her performance. In this instance, we'll benefit from distancing ourselves from the modernised, Western conception of deity. Looking past the collective adoration, we observe divinity by what the deity proper is doing. I can find no better way to describe it than by one single word: immanence. Amaterasu is manifesting divinity itself into the physical world; she's raining love on her fans. As an effect of this, Laura, among others, passes out.
Who shall wake up our heroine from this rapture-induced faint? Why, a girl who appears to incarnate the stylish, furiously dapper side of David Bowie and Annie Lennox, of course. Meet a Beatles-born child who lights her cigarettes by snapping her fingers, as I wish I could. Her name is Luci, which is short for Lucifer, and she loves drawing attention. As expected from one who incarnates the Prince of Lies, she speaks pretty elusive and cryptically. Even Laura finds it kind of annoying after a while. Make no mistake, though, Lucifer is way cooler than she is devious. She even gets Laura to a fancy loungey backstage-y place where some Gods hang out. Hanging with the Devil seems to have its perks.
At present, only Amaterasu and another God are in the lounge. The latter is Sakhmet, Egyptian Goddess of War and Dance, often depicted as a lioness. She's very cat-like, and at times, mindlessly hedonistic. For the time being, she's just busy looking bored and uncaring, like cats do. On the other end of the couch, Amaterasu is being interviewed by a cynical journalist. This one appears as much as a caricature as the Gods themselves. Meet Cassandra, a person on the stiffest end of scepticism. It seems she doesn't aim at interviewing Amaterasu so much as trying to oust her as a fraud. Through her scrutiny, we learn a bit about what's going on. Once every century, a bunch of Gods incarnate several youths, who live as deities for two years. Then they die, or at least it's hinted that they die. This event is called The Recurrence.
As it is, Cassandra is not impressed and thinks this all a publicity stunt. Sakhmet constantly chasing a red dot, as your cat does, doesn't help things. However, this bit of slapstick instantly turns dire as the red dot turns out to be a laser scope from a rifle. Outside, a party of Christian fanatics are about to rain bullets on all Gods in the lounge, including non-Gods Laura and Cassandra. Luci intervenes before this reprisal of pre-Christian religions' subdual takes place with a vengeance. With a snap of her fingers, the assholes' heads explode. This exhibition of power saves a couple of lives. It also humbles Cassandra a bit. Everybody wins.
Next day, there's a court session against Lucifer for the deaths of these douchebags. Naturally, Luci is not very cooperative. After all, her actions were justified, though unlawful. Furthermore, she is Lucifer, a God canonised by signification and cultural impact rather than inherent status. Thusly, she talks with marvellous sass and taunts the judge by teasing a snap of her fingers. When she does snap her fingers, though, the judge's head explodes. For any witness at the scene, Lucifer, Patriarch of Evil, is a God drunk on her own power. But no, she appears genuinely and utterly shocked as her sass falls apart. She's held guilty and only Laura seems to believe her innocence for this particular head-exploding. Is she as much a liar as the Devil, or has she been framed?
We'll find out next issue…
The first part of this comic series is shorter than Saga's. However, there's a metatextual resource to observe at the end of the issue. It's a letter written by Kieron Gillen to the reader with the intent of making a point. It could be easy to relate the current story to their previous work on Phonogram. Both narratives share plenty of characteristics, namely fantasy and pop culture. However, the devil is in the details, as is a world of nuance. Phonogram featured fantasy occurring in our world; it created a sense of magic pulsating behind the walls of the commonplace. The Wicked + the Divine, on the other hand, is an entirely new world, divorced from the very notion that this could be occurring, even if the rules of reality were severely challenged and bent.
The peculiar thing about WicDiv is that it dismisses the importance of the pop culture's corpus we know as a link to our reality. Yet, at the same time, it upholds its importance to make this new universe an apprehensible experience. It seems like our pop culture icons are fixed points in time and space. I'd summarise this with the following personal axiom: "One cannot incarnate our Gods of old while forgoing our modern Gods". Can anybody imagine a world where the Archfiend can openly mock the law, and physical rapture can be experienced at the cost of a ticket without the existence of David Bowie? I think not.
Thus we end this week's little double feature on Saga and The Wicked + The Divine. The genre is most definitely fantasy, but there's something else they share in common: intertextuality. Vaughan and Staples for Saga, and Gillen + McKelvie for WicDiv, have all fed from the diegetic universe of foundational myths. As a consequence, we get new takes on previously told stories towards untold, unexpected approaches. Nothing is new, but at the same time, everything is new.
Published by Image Comics
The Wicked + The Divine: Written by Kieron Gillen, Illustrated by Jamie McKelvie
Saga: Written by Brian K. Vaughn, Illustrated by Fiona Stables
In this article:aliens,comics,gods,image,review,Saga,wicdiv


text:
Cyber Security Election Cycle Lessons Learned
Tags: Risk Vulnerabilities Cyber Security Threat Actors
Seth Adler
The US Department of Homeland Security members of Election Infrastructure Government Coordinating Council (GCC) Executive Committee – Cybersecurity and Infrastructure Security Agency (CISA) Assistant Director Bob Kolasky, U.S. Election Assistance Commission Chair Benjamin Hovland, National Association of Secretaries of State (NASS) President Maggie Toulouse Oliver, National Association of State Election Directors (NASED) President Lori Augino, and Escambia County (Florida) Supervisor of Elections David Stafford – and the members of the Election Infrastructure Sector Coordinating Council (SCC) – Chair Brian Hancock (Unisyn Voting Solutions), Vice Chair Sam Derheimer (Hart InterCivic), Chris Wlaschin (Election Systems & Software), Ericka Haas (Electronic Registration Information Center), and Maria Bianchi (Democracy Works) - released a joint statement noting that "The November 3rd election was the most secure in American history."
The assumption there is that it was that it was secure from foreign adversaries. That result is positive considering as recently as October 21, 2020 Russia and Iran had stolen voter registration information.
With that baseline, we asked a few folks from the Cyber Security Hub community what lessons can be learned for global corporate enterprise from this US election cycle. While these are direct quotes, they are provided anonymously.
Being Secure And Trustworthy
"People are reluctant to change. So if they had a 'smart voting' option, they might not trust it. They might not trust the technology. They might think it could be hacked. The lesson for corporations is optics and providing the assurance that the product you're selling, it's been pen tested. It's been stress tested. It's gone through the whole battery of tests of everything you can do. Give that 'Good Housekeeping' seal of approval, that under known circumstances, this is a good known product. You need to get that confidence built in your customer, that what you're offering is safe and secure."
Outpacing Fear, Uncertainty & Doubt
"The bad guys will continue to take advantage of fear, uncertainty, doubt. That's a given. Whether it's COVID, whether it's governmental, whether it's voting, whether it's 'we need you to do this because you're working remote' or 'Microsoft says,' the hackers are going to take every advantage of that fear, uncertainty, doubt."
Understanding External Threat Actors
"It's important for corporates to understand that there are external threat actors trying to influence your business. It could be competitors, it could be other attackers and it could be bad actors coming back to gain threat intelligence. It's very important to understand where your risks lie, where your threats lie."
Contextualizing Risk
"We have to continue to become more contextual in our understanding of risks. There's a lot of attacks that happen and have happened that were really sort of test attacks that were gearing up to become more concrete attacks, and contextually depending on my business and my configuration I need to be able to look at what that means. So what have you done? What are you doing to get ahead of that, to plan for that, to make sure that you understand what that threat means to you? If it comes to the front door, you're pretty clear. But what if it comes through the back door, have you thought about all of the potential angles and impact? So I think this season has done that for probably for my organization more than anything else's. How well do we really understand the threat? And based on that understanding, is it enough?"
Understanding Residual Risk
"The real question for corporate leaders to ask is at a national security policy level, is it appropriate to continue our policy of naming and shaming? A lot of organizations, commercial organizations, are getting interested in attribution. We would not have the Mondelez versus Zurich Charlie Foxtrot today if there had not been a policy of naming and shaming that identified as nation state actor, which allowed a cyber insurance provider, Zurich Insurance, to say the cyber attack against Mondelez isn't covered because it's an act of war. And this naming and shaming policy ultimately is giving insurers a reason to deny coverage on legitimate policies, which again, if you've transferred some of your residual risk to your insurance provider, this national policy associated with naming and shaming, it's not a good thing for anybody in that regard."
And so, the lessons learned from this US election cycle seem to be straightforward and in line with what must be done in cyber security day in and day out. Be not only secure but trustworthy to your internal customers, 3rd party partners and external customers. Outpace fear, uncertainty and doubt from external factors but also from your internal stakeholders. Of course, always be learning about your external threat actors. Contextualize the risk that is apparent and shore up vulnerabilities accordingly. And finally- join the larger conversation around residual risk.
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Players should find a color-coded basic strategy chart online and print it for study. The main difference in this variation is that the process of playing the hand is semi-automated in that it follows the basic strategy for playing although you can choose to opt against it if you like. So you want to play safe blackjack? The first game is standard issue blackjack using the rules described above while the second simply adds the unlimited bet behind option to allow for multiple players using the same deal. Chip denominations and side bets can be made at the bottom of the screen. Live dealer casinos are often operated by a different provider than your main online casino, so when you select these games you will usually be taken to a separate area of the lobby. But bonus cash is useless on a small ship, so to speak!
Our approved casinos come equipped with a random number generator that keeps games random and fair to all players. You can play your favorite blackjack version with peace of mind. Let's look at modern online gambling blackjack and the plethora of options you can now find in the virtual arena. Like all top online gambling games, internet blackjack is directly related to its live cousin. However, thanks to an online gambling site's ability to be more creative because there are less restrictions in terms of space and cost , the best blackjack platforms now contain a wide variety of variants, including:.
There are various strategies to use and they can be used for various purposes. It all depends on what you need at the time. However, one of the most popular strategies to use is definitely the Blackjack Surrender Strategy. All our recommended casinos are safe and reliable.
Nowadays, however, live dealer blackjack is growing in popularity and can be found on an increasing number of sites. In the following few sections we will discuss why it is a good gaming option as well as how the live game works through real money casino sites.
One of the biggest reasons people prefer live blackjack online over the traditional, 2-dimensional version of the game is due to the fact that a live person is dealing you cards, and not a computer generated program. Despite the online casino industry being extremely trustworthy nowadays, there are still plenty of people who hate playing games of chance simply because they think the site is stealing their money or in some way affecting the outcome of each hand.
With live blackjack played for real money, you can see the dealer physically shuffling cards, dealing them, and turning them over. The fact that you are seeing real cards be played on a real blackjack table is a much more settling idea than the video game style blackjack that so many people have grown accustomed to. Another, more prominent reason behind why people prefer live dealer blackjack is due to the fact that going to a brick and mortar casino is not always an option.
Sure, some people live only a short drive away from major casinos, but even more people live in parts of the world where a casino is nowhere near where they live. Live blackjack is able to deliver a more realistic casino experience to someone who otherwise may not be able to play the game. When you sit down at a live blackjack table online, you will be greeted by the dealer and play will begin almost immediately. Contrary to what some people believe, bets are made with 2-dimensional, digital chips and not with real live chips handled by the dealer.
Once you place your wager s , cards will be dealt and the hand will be played as normal. Now is it possible for these type of games to be rigged? This is why we list reputable online casinos only on blackjackinfo where their games are audited by third parties to ensure fairness. However, the live blackjack option certainly does give more comfort because you can visually see the cards being dealt by a human dealer. Live dealer blackjack allows you to play against a human dealer in real time so there is no RNG used.
The gaming experience is much more realistic as you can interact with the dealer and other players on the table through a live chat function. Each casino will have some sort of visual indicator to show you how much time you have remaining to make a decision.
If time expires then the lack of response is interpreted as a stand. Also note that streaming the live feed of the dealer requires a lot of data so be sure to have a stable and fast internet connection or it may turn out to be a more frustrating experience instead. Just like in normal RNG online blackjack, the type of live blackjack variation and rules offered depends on the software provider the casino chooses to use.
Here are the rules for the regular table: The house edge for this game is 0. While late surrender and the ability to double after you split are nice, the dealer choosing to hit on soft seventeen is a significant disadvantage for the player.
So you are allowed to stay when basic strategy urges a hit, but you are not allowed to hit when basic strategy tells you to stay. Compared to other online live dealer games, the Early Payout game allows players to play a lot of hands per hour. You can play three hands simultaneously, and you get in significantly more rounds per hour as well.
Visionary iGaming is the only software provider that powers the live dealer games of all US casinos and interestingly uses only 6 decks as opposed to the usual 8 seen in other providers. They have two variatons called Normal and Early Payout which also allow for Side Bets which can make things interesting.
You can read more about Visionary iGaming here. They have a house edge of around 0. They also provide a feature called pre-decision where you can, similarly to poker, make a decision while waiting for your turn to speed things up.
Blackjack Party has the same rules as regular blackjack however the presentation is more like a TV set with a dealer and a co-host creating a much more lively experience. This dynamic, along with the pumping music and bubbly chat makes for a chilled and fun environment.
My personal favourite, Evolution Gaming has live dealer studios based in Latvia and are known for providing highly energetic and entertaining dealers. Their platform was built specifically to provide casinos with live dealer games. While Blackjackinfo is filled with information about strategy, sometimes all you want is fun and Evolution Gaming powered casinos are the best at providing an entertaining live blackjack experience. They use 8 decks and have a house edge of about 0.
You can read more details about their rules and variations in our complete review here. Playtech VIP live blackjack offers blackjack players higher limits than the regular or lounge Playtech blackjack tables do. Currently only available during peak times, Playtech Blackjack VIP is a 7 seat multiplayer live blackjack game.
The game features seven seats with play behind as an option. As a result, some of the basic game rules are a bit different to other Playtech blackjack games and include:. Playtech have been a software provider for online casinos since and have rapidly expanded their catalogue to include live dealers. To stand out from it's competitors, Playtech look to be the first in implementing live blackjack dealers for specific languages.
They currently have a staggering dealers who are well trained and cater to audiences from the UK, Italy, Spain and Romania. They have several blackjack variations but their regular tables use 8 decks with the option to sidebet on Perfect Pairs. Sparing no expense, Playtech built a large studio of 8, square metres in Latvia back in February and have clearly set their goal to be the leader in the live dealer space.


Meet young Jack Hamlin, whose picture was taken c. 1915. He wears a catcher's mitt and has what appears to be a hard ball in hand in this scarce unused Azo Tri 1 real-photo postcard (otherwise known as an RPPC). Hamlin played for a Gresham, Oregon baseball team. This vintage postcard is nicely detailed and sharply focused, with great clarity. We were never able to ascertain the full name of the S & L team whose name is on the front of Hamlin's baseball shirt. If you know, let us know, and we'll publish the answer to this Multnomah County history question.
See a 1908 postcard from Grand Rapids, Michigan, of a notable downtown anchor building currently undergoing a rehab. Browse our sports collectibles. Thousands of vintage postcards can be accessed via the search box on the home page of VintagePostcards.org. Or, unwind in the world's largest postcard bookstore.


Web Design & DEV, and UI/UX Dev.
design and set up a project.
Effectiveness and efficiency are 2 key benefits that can be reaped from a well-executed Digital Marketing effort.
In our increasingly digital world, more businesses are leveraging on digital marketing to reach out to new customers while maintaining relationships with their existing ones. At Zpixel, we help our clients to craft integrated digital marketing strategies, custom designed, to suit their requirements.
Front-end Development, CMS Development, Development Consulting, Support and Maintenance.
Years of field experience have led to battle-tested and finely honed procedures in the development process. That's why we can guide our clients and create websites and apps that deliver. Beyond just visual appeal, we take a close look at the whole picture, including marketing effectiveness and brand image.
Mobile users now access the web from mobile devices more than desktops/notebooks. This consumer behaviour has placed mobile as an inseparable digital component.
Mobile usage continues to exhibit strong growth among consumers and mobile applications are the main digital property that allows consumers to shop, consume content and be more productive in general. Our clients have benefitted from our UI/UX development methodology, allowing them to provide their services and products to their users – making it appealing aesthetically without compromising on usability.


text:
Grad students offer diverse suppliers a better shot at growth
By Susan Kelley |
Lindsay France/University Photography
Shreya Bajaj, MBA '18, presents her team's recommendations for roi Office Interiors while teammate Pravin Peddiraju, MBA '17, looks on.
When Frank Meleca, vice president of sales and marketing at Laboratory Products Sales, hired employees in the past, the process took five to six months.
Now Cornell student-consultants are helping him to reduce the hiring time for a new sales rep to three months – and to have a better shot at hiring someone who will increase sales.
"The group took our dream and literally put it into a plan for us," Meleca said. "How do you take hiring a sales rep from being a crapshoot to being a little bit more odds-in-your-favor? They did that for us. … I'm very thankful."
Meleca and three other diverse Cornell suppliers listened avidly May 5 as student-consultant teams presented their recommendations on how to expand their businesses. All the companies are owned by women, veterans or underrepresented minorities and supply Cornell with everything from travel services to office interiors.
This is the fourth year that diverse businesses have collaborated with Cornell Procurement Services and BR Consulting, a nonprofit, student-run consulting firm based at the Samuel Curtis Johnson Graduate School of Management. The consultant teams worked for two semesters to come up with solutions to a business problem of the supplier's choice.
The collaboration meant a win for everyone involved. Cornell Procurement Services paid for the projects, so there was no cost to the suppliers. The students gained valuable experience in real-world consulting. And Cornell partners with better-run vendors.
"We are very, very invested in trying to support women and minority-owned businesses at Cornell," said Joanne DeStefano, executive vice president and chief financial officer, as she thanked the suppliers for their participation. "Our ultimate goal is to make you more successful in your businesses, because then we all grow."
For Meleca, consultants Edwin Chan, Brian Jung, Graham Pearson and Mani Selvan, all MBA students graduating in 2018, created a three-month plan for hiring a new sales person and a three-month training blueprint. The team also recommended the company target government bids more strategically and expand its sales territory.
MBA students Di An, Pete Eckhoff, Brian Tsui and Rob Vulaj, all graduating in 2018, suggested ways The Computing Center, a technology sales and service company, could improve its sales process and make better use of its sales tracking tool. For example, many Cornell clients are unaware of the company's full range of services, so the team created a brochure to advertise it.
"They asked very good questions, they listened and they actually heard what we said," noted CEO Mary Stazi.
The team also said customers would be more satisfied with the option of talking to a real person – not an automated attendant, Stazi said. "That's critical, because they're the generation that's coming up, and we want that generation's business."
Stovroff & Taylor Travel could improve its online portal, for example, by making it easier to navigate, advised Jeff Hughes, MBA '18; Prem Khosla, MBA '18; Brenda Margolies '15, M.S. '17; and Sunny Xia, MBA '18. They also recommended the travel company better understand its customers' needs and increase marketing within the Cornell community. They could focus on administrative assistants, who are most likely to place Cornell travel orders, the team said.
Marketing was also a focus for the team advising roi Office Interiors: Pravin Peddiraju, MBA '17, and Class of 2018 MBA students Shreya Bajaj, Purvi Gupta and Anna Koyfman. roi could conduct market research to identify segments of its customer base and their purchasing trends. It could also increase the breadth of its digital marketing channels. And it should consider asking its current customers to recommend the company on social media, the students said.
This was the second year roi Office Interiors has participated in the program. The impact has been "profound," Robert Angelicola, roi vice president, wrote in an email to DeStefano after the presentation. "We have actually become a stronger company and a better vendor through our interactions with your students. This is a tremendous program!" he wrote.
The projects were just as helpful to the students, they said.
Xia said one of the biggest benefits was the chance to apply techniques she learned in class, such as a data analytics, to a real situation. And she appreciated the opportunity to observe how different team members understood common practices. "The team formation process was interesting to observe, how people coming from different backgrounds would approach a problem," she said.
Hughes noted that, unlike in the classroom, their ideas had to be functional in real life. "We do a lot of cases like, 'What should Walmart do next year?' It's just a lot of slides and colored circles," he said. "And here, at the end we needed to be able to say, 'You should do this Monday.' The reality required attention to detail that we can often overlook when we're just writing summaries for case studies."
Joe Schwartz
bjs54@cornell.edu
Ethical behavior starts at the top, says Johnson lecturer


Spread love whenever you go. Let no one ever come to you without leaving happier.
This quote belongs to Mother Teresa, known in the Catholic Church as Saint Teresa of Calcutta (born Anjeze Gonxhe Bojaxhiu; 1910 - 1997).


It's cold outside, so we're pairing our January Recent Release selection, Behold the Dreamers, with something to heat us up as discuss this story about US citizens and the immigrants who came here looking for more opportunity during some of our worst economic times.
As Busta ordered back in the early 2000s, "Pass the Courvoisier...", but be sure to throw in a bit of maple syrup and hot apple cider for a warm cognac cocktail.
Pre-heat your mug by adding hot water and then discard. Build cocktail in mug, adding the hot water last. Garnish with a lemon wheel, get cozy, and enjoy.
PRO TIP(s): Add some spice with a cinnamon stick. Encourage your members to bring their favorite mug to this month's Drinks & Discussion.