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Material Adverse Change - Questionable Enforceability
Meaning and Effect
Material Adverse Effect ("MAE") or Material Adverse Change ("MAC") clause confers the right in favour of a party to terminate a contract upon occurrence of any event which materially affects or materially changes the circumstances under which the transaction was originally agreed. MAC clauses usually find mention in inter alia mergers and acquisitions ("M&A"), financing contracts and securities purchase contracts, where the time period between the signing and closure of the transaction is very crucial such that by the time the transaction is given effect there could be a material change in the circumstances which prejudicially effects the interest of either party and as a result, the affected party might want to exit the contract.
MAC clauses are usually defined in general and broad terms so as to protect the parties against unforeseeable and unexpected circumstances which materially alter the premise of the transaction. A MAC clause usually enables buyers and lenders to exit the transaction if the underlying value of the transaction materially diminishes or the circumstances under which the transaction was agreed materially changes. At the same time, a MAC clause also encourages sellers and borrowers to protect the material value or fundamental circumstance of the transaction so that the underlying foundation of the transaction is reasonably preserved.
MAC clauses can therefore be equated with force majeure clauses which enable a party to exit a contract. However, force majeure clauses specify the events that will entitle a party to excuse inter alia the performance of the contract, whereas, MAC clauses do not necessarily specify the event(s) which entitle a party to enforce the clause. As a result, the interpretation of force majeure clauses becomes easier in comparison MAC clauses. Another difficulty when it comes to MAC clause is the absence of a definite threshold for quantifying materiality and the interpretive hurdle in determining the context/meaning of 'materiality' in the MAC clause. As a result of such generality in MAC clauses, the interpretation of the clause is a challenge and often leads to disputes centring around what constitutes "material" to the transaction or the parties involved.
It is in the above backdrop, especially the subjectivity of interpreting MAC clauses, that this article attempts to deal with the manner in which courts across different countries have interpreted MAC clauses when invoked for the terminating a transaction, including India.
Judicial Interpretation of MAC clauses in United States of America ("USA")
Judicial precedents regarding enforceability of MAC clauses are very limited, globally. However, US courts have been at the forefront of adjudicating on litigations arising out of the MAC clauses. US courts have usually employed a high threshold for judging the enforceability of MAC clauses and the scope of the term "material". As a result, the instances of successful enforcement of MAC clauses in US have been limited.
In IBP, Inc. vs. Tyson Foods, Inc.[1], Delaware Chancery Court while dismissing Tyson Foods, Inc's claim for application of MAC clause on the premise that IBP, Inc's performance for the period between signing and closing of the deal was poor and materially deviated from performance in past years and thus amounted to a "Material Adverse Change", held that a "short-term hiccup" in a company's earnings would not qualify as material and that materiality should be viewed from a long term perspective. The court further held that in a complex, highly-negotiated merger agreement, a MAC clause should be viewed as a backstop protecting the acquiror from the occurrence of unknown events that substantially threaten the overall earnings potential of the target in a durationally-significant manner.
Following IBP, Inc. vs. Tyson Foods, Inc., in Frontier Oil Corp. vs. Holly Corp.[2], the Delaware Chancery Court, once again employing the principles enunciated in IBP, Inc. vs. Tyson Foods, Inc., held that the risk of adverse results and/or the costs of defending lawsuits filed against Frontier would not amount to MAE. This was a case of merger between Frontier Oil Corp and Holly Corp. At the time when Holly Corp. was conducting its due diligence of Frontier Oil Corp., it discovered that there was a reasonable possibility of a litigation being initiated against Frontier Oil Corp. Accordingly, the terms of the merger were modified to include the possible litigation in Frontier Oil Corp's representation so as to amount to an MAE. Pursuant to the signing of the merger agreement, the contemplated litigation was initiated where Frontier Oil Corp. was made one of the defendants. However, the court found that substantial litigation costs were not a MAE and therefore the contract could not be rescinded by Holly Corp.
The above two cases were followed by Delaware Chancery Court in Hexion Specialty Chemicals, Inc. vs. Huntsman Corp.[3] where while reiterating the principles of "long term analysis" the court went on to lay down additional principles including that deviations from projections made by a seller is not to be relied upon for the purpose of invoking MAC unless specific representations or warranties have been given by the seller with respect to such projections. The court also held that carve outs in MAC clauses such as industry comparisons cannot be used for the purpose of ascertaining materiality. The court held that industry comparison (if present as a carve out) is to be made only after a MAC had been established and cannot be used to determine whether a MAC had occurred.
However, in Osram Sylvania Inc. vs. Townsend Ventures, LLC[4], the Delaware Chancery Court, while deviating from the strict and high threshold for enforcing a MAC clause, upheld the enforcement of the MAC provision. This was a case where Osram Silvania Inc. ("Osram") agreed to purchase shares of Encelium Holdings ("EH") from Townsend Ventures, LLC and others ("Townsend") which were valued basis inter alia Townsend's representations regarding EH's sales for second and third quarter of 2011. However, Osram relied on the definition of Material Adverse Effect and Material Adverse Change in the agreement i.e. "any effect or change . . . that would be materially adverse to the Business, assets, condition (financial or otherwise), results or operations" read with the breaches by Townsend including incorrect and manipulated representations regarding second quarter 2011 financials, inflated third quarter sales projections which was eventually short by 50%, resignation of two key salespeople, failure on part of Townsend to observe its obligation to notify Osram of these amongst other circumstances that have a MAE etc. The court agreed that manipulation of second quarter 2011 financial figures and inflated third quarter 2011 projections which were substantially not met (upto 50%), amounted to MAC. However, the argument by Osram regarding resignation of two key salespeople amounting to MAC, the court did not agree. The court held that employee resignation is a regular occurrence in businesses and does not necessarily amount to MAC, specifically, in the present case because the significance of the two employees was based on their "projected" sales performances. The court also held that failure to negotiate the inclusion of the two salespeople as part of "Key Personnel" under the contract also weakened Osram's argument.
Delaware Chancery Court again in Akorn, Inc. v. Fresenius Kabi AG[5] upheld the enforcement of MAC provision and rescission of an M&A contract by Fresenius Kabi AG basis the sustained decline in the business performance at the rate of 25% in revenue flows for a period of 1 year following the signing of the agreement, and also on the basis of inaccurate representations by Akorn, Inc. regarding regulatory non-compliances which on a quantitative and qualitative analysis was held to constitute a MAC.
Judicial Interpretation of MAC clauses in United Kingdom ("UK")
UK also has limited precedents on enforcement of MAC clauses. The important ones being Grupo Hotelero Urvasco SA v Carey Value Added SL and another[6] and Decura IM Investments LLP and Others v UBS AG, London Branch[7], wherein the English courts have laid down principles similar to those laid down by US courts including that the change must be material, should be from a long term perspective and that heavy burden is placed on the party invoking MAC clause in proving that MAC has occurred. The courts also went on to hold, that unless the MAC clause specifically includes projections and/or external economic conditions, MAC cannot be established by referring to such factors. The courts also held that MAC clause cannot be triggered basis circumstances which the invoking party was aware of when entering into the agreement, unless the conditions worsen making them materially different in nature.
Judicial Interpretation of MAC clauses in India
As for India, courts are yet to adjudicate on the enforceability of MAC clause in M&A, financing and other similar contracts where a party is given the right to walk away from a transaction due to material change in circumstances or the underlying foundation of the transaction. However, courts have adjudicated on Regulation 27(1) of Securities And Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers) Regulations, 1997 ("Regulation 27"), which can be argued to contain the flavour of a MAC clause. The said regulation prescribes that;
"Withdrawal of offer - No public offer, once made, shall be withdrawn except under the following circumstances:- (a) 1 [***] (b) the statutory approval(s) required have been refused; (c) the sole acquirer, being a natural person, has died; (d) such circumstances as in the opinion of the Board merit withdrawal."
The above provision permitted the withdrawal of a takeover offer on satisfying the three conditions mentioned in the provision. In this context, the leading Indian case is Nirma Industries Ltd. and Anr v. Securities Exchange Board of India[8] ("Nirma Industries") where the Supreme Court of India ("SC"), while interpreting the scope of withdrawal of an open offer under Regulation 27 by Nirma Industries Ltd., held that withdrawal was possible only where there is the element of "impossibility" and relying on the said principle, the SC did not find sufficient grounds to warrant an exit from the transaction for Nirma Industries Ltd. despite allegations of fraud against the company for financial manipulation, as it did not satisfy the threshold of "impossibility".
Similar view was taken in by the SC in SEBI vs. Akshya Infrastructure Pvt. Ltd.[9] and Pramod Jain & Ors. vs. SEBI[10] where while applying the narrow principle laid down in Nirma Industries, SC held that economic difficulty to conclude an offer did not amount to an exception under Regulation 27 and inordinate delay of two years by SEBI to approve the draft offer and the target company resultantly becoming a sick company would not justify withdrawal of a public offer.
In 2011, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 was replaced by SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Regulation 23 of the new regulation dealt with withdrawal of offer. This Regulation 23 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("Regulation 23") is reproduced hereinbelow.
"An open offer for acquiring shares once made shall not be withdrawn except under any of the following circumstances- (a) statutory approvals required for the open offer or for effecting the acquisitions attracting the obligation to make an open offer under these regulations having been finally refused, subject to such requirements for approval having been specifically disclosed in the detailed public statement and the letter of offer; (b) the acquirer, being a natural person, has died; (c) any condition stipulated in the agreement for acquisition attracting the obligation to make the open offer is not met for reasons outside the reasonable control of the acquirer, and such agreement is rescinded, subject to such conditions having been specifically disclosed in the detailed public statement and the letter of offer; or (d) such circumstances as in the opinion of the Board, merit withdrawal".
Specifically, clause (c) of Regulation 23 was an additional ground to those that existed under erstwhile Regulation 27 and enabled an acquirer to withdraw from an offer if a condition stipulated in the agreement for acquisition is not met for reasons outside the reasonable control of the acquirer. The said provision came up for judicial interpretation in the matter of Jyoti Private Limited[11] where the acquirer wanted to withdraw from its offer relying on clause (c) of Regulation 23 as no change in control and management of the target company was allowed due to the pendency of a BIFR proceeding. While it was argued before the tribunal that Regulation 23 was wider in scope in comparison to Regulation 27, in view of the inclusion of clause (c), however, the tribunal, while relying on Nirma Industries, held that Regulation 23 is similar in toto to Regulation 27 and accordingly the withdrawal was rejected.
While there is no Indian judicial precedent on the enforceability of MAC clause in M&A, financing and other similar contracts where a party is given the right to walk away from a transaction due to change in commercial circumstances, but considering the narrow view that the SC and tribunal has taken in interpreting Regulation 23 and erstwhile Regulation 27, it appears the courts inclination would be towards a narrow interpretation of MAC provisions also. This is keeping in mind the fact that consequence of triggering a MAC provision is termination of the contract/transaction, and it could therefore be argued that the principles of Section 56 of Indian Contract Act, 1872, which deals with frustration of a contract, would be applicable to such a scenario. Considering it is not necessary that a MAC event would necessarily cause for the performance of the transaction to become impossible, it could then cause serious issues with its enforceability, in light of the judicial interpretation of Section 56 of Indian Contract Act, 1872 and principle of frustration. In fact, the current Covid-19 and its resultant effect on transactions would also need to be measured on the principles of frustration under Section 56 of Indian Contract Act, 1872, when invoking MAC for the purpose of successfully terminating a transaction.
Accordingly, in the Indian context, unless courts take inspiration from the interpretations laid down by courts in US and UK, the party triggering a MAC clause might be required to demonstrate that the change that has occurred is so material as to be regarded by law as striking at the root of the contract so as to warrant a discharge on the grounds of frustration and that such change was indeed unforeseen to the triggering party at the time of concluding the contract. For this purpose, the wording of the MAC clause would also be important.
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Email: mail@optimuslegal.in
[1] 789 A.2d 14 (Del. Ch. 2001) [2] 2005 WL 1039027 [3] 965 A.2d 715, 738 (Del. Ch.2008) [4] C.A. No. 8123-VCP (Del. Ch. Nov. 19, 2013) [5] 2018 WL 4719347 [6] [2013] EWHC 1039 (Comm) [7] [2015] EWHC 171 (Comm). [8] AIR 2013 SC 2360 [9] (2014) 11 SCC 112 [10] Civil Appeal No.9103 Of 2014, Order dated November 7, 2016 [11] WTM/SR/CFD/39/08/2016


text:
est une compilation de clips du groupe The Cure sortie en DVD le . Elle regroupe les clips illustrant les principaux singles du groupe depuis leurs débuts. La liste des titres est identique à celle du CD du même titre sorti un mois plus tôt. Le DVD offre cependant en bonus caché trois autres clips.
En bonus également, une session en studio (Acoustic Hits) où sont joués six titres en version acoustique avec la présence de Boris Williams aux percussions.
Il existe une version de cette compilation au format VHS d'une durée de 68 minutes.

Liste des clips

Tous les clips sont réalisés par Tim Pope exceptés A Forest (David Hillier), Mint Car (Richard Heslop), Cut Here et Just Say Yes (Richard Anthony).

 Boys Don't Cry
 A Forest
 Let's Go to Bed
 The Walk
 The Lovecats
 In Between Days
 Close to Me
 Why Can't I Be You?
 Just Like Heaven
 Lullaby
 Lovesong
 Never Enough
 High
 Friday I'm in Love
 Mint Car
 Wrong Number
 Cut Here
 Just Say Yes

Clips cachés:

 The Caterpillar
 Close to Me (closer mix)
 Pictures of You

Acoustic Hits (bonus)

 A Forest
 The Lovecats
 Close to Me
 Lullaby
 Friday I'm in Love
 Just Say Yes

Musiciens sur Acoustic Hits

 Robert Smith: chant, guitare
 Simon Gallup: basse
 Perry Bamonte: guitare
 Roger O'Donnell: claviers
 Jason Cooper: batterie
 Boris Williams: percussions

Certification
Greatest Hits est certifiée vidéo d'or en France pour  exemplaires vendus en janvier 2003

Notes et références

Lien externe

The Cure
DVD musical

redpajama_set_name: RedPajamaWikipedia


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Home » Lifestyle » Books » Reads to Take You on a Journey
Reads to Take You on a Journey
written by Nicol Grobler January 6, 2016
Power players, influential men and soldiering on through historical conflicts, these reads will take you on an enthralling journey.
Book of the month: Elon Musk
Elon Musk, one of the richest and most talked about entrepreneurs in the world, was born in Pretoria and attended Pretoria Boys' High in the eighties. At the age of seventeen Musk moved to Canada where he completed his studies.
From an early age he was fascinated by computers and his career is nothing short of meteoric. Shortly after graduating from Stanford University he launched one of the first online Yellow Pages, Zip2. Musk, now 44, juggles three empires – Tesla, SpaceX and SolarCity.
The portrait that emerges in this book is of a man with great visionary intellect, ferociously ambitious but cold and calculated; a man who uses people for his own gain. "Many of us worked tirelessly for him for years and were tossed to the curb like a piece of litter," a former employee is quoted. Musk's (many) detractors are quick to point out he's merely piggy-backing on existing technologies, not inventing them. Before Tesla, there were electric cars, before SpaceX there were rockets, and solar panels long before SolarCity. As true as this is, it misses the point of what Musk is doing – disruptive innovation is the point of every one of his ventures. He has made disruption his business plan and it's working to shape our future.
Publisher: Penguin Random House & Virgin Books
Reviewer: Danie Olivier
Price: R315
The Great Boer Escape
These are the memoirs of Willie Steyn, a Free Stater soldier who was shipped to Ceylon as a POW during the Anglo-Boer War. With a burning desire to escape, fuelled by a strong sense of duty to rejoin his commando, he and four others jumped ship when they reached Colombo harbour. They were individually picked up by the same Russian ship at anchor there.
Steyn's memoirs were written in Dutch and recently translated by one of his granddaughters, but I found the title slightly misleading as the greater part of this book centres around the travels and experiences Steyn had on board this Russian ship during the year it took before he rejoined the Boer forces. Eventually, under an assumed name and sailing on a German ship, he reached Lüderitz Bay, trekked through the desert, and crossed the Orange River into South Africa where he joined up with commandos during the guerrilla phase of the war.
A compelling account for history buffs and for those who like a good, true story.
Author: Willie Steyn
Publisher: Cape Rebel
Reviewer: Hans Dewet
Freshwater Life
This is the first illustrated book on Southern Africa's inland water systems that includes a wide range of life forms, starting with the most conspicuous mammals and ending with microscopic bacteria. The authors' focus is on the most frequently encountered species within 29 animal and plant groups.
Excellent photographs and clear descriptions reveal how complex and diverse freshwater systems are. But more than being a field guide, it is a reminder of how precious fresh water is. As such, the information-packed introduction is perhaps more important than the species list, as it underscores the incalculable value of properly functioning aquatic ecosystems and emphasises the urgent need to conserve them.
One sobering fact that will resonate with us all in this time of drought is: 'There is simply no such thing as a water surplus anywhere in Southern Africa.' It's therefore a book about life on Earth.
Authors: Charles Griffiths, Jenny Day, Mike Picker
Publisher: Struik Nature
Reviewer: Andrea Abbott
An outstanding book written by a brave and brilliant soldier. Recce adds to the growing collection of books covering the Southern African conflicts of the 70s and 80s, and provides a unique and intimate look at the lives and operations of these courageous and highly skilled soldiers. It details their training, tactics and exploits, and Stadler relates how, often with just one team member, he undertook missions hundreds of kilometres inside Angola and other countries to gather information on enemy bases and to blow up trains and enemy fighter jets.
The book includes fascinating and never-before-related insights into his service with the Reconnaissance Wing of the famous 31 Bushmen Battalion, which particularly resonated with me as I was privileged, as a SADF colonel, to command that battalion for three years during the early 80s.
Author: Koos Stadler
Publisher: Tafelberg
Reviewer: Brian Adams
A Wine Tasting Journey Through Durbanville
Take a Trip to Dornier in Stellenbosch
Take a Deep Breath at Strandkombuis Yzerfontein
Take a Breath at Paarl Arboretum
Nature Will Take its Course in Knysna
How to Take Care of Pansies in the Winter
Author Interview: Richard Steyn
Pan-fried Hake with Basil
Country Life Podcast: Carol Campbell
Country Life Podcast: Deon Meyer
Country Life Podcast: Marilyn Martin
25 Books to Read this Summer Holiday
Country Life Podcast: Mike Nicol
Country Life Podcast: Sihle Khumalo
Country Life Podcast: Ekow Duker
Country Life Podcast: Craig Higginson
Listen to the Country Life Podcast
Author Interview: Allister Sparks

redpajama_set_name: RedPajamaCommonCrawl


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Turkey´s Kurdish peace process: regional implications
The rise of the pro-Kurdish HDP coincides with the country´s growing democratic deficit under the AKP and a re-intensification of armed conflict against the PKK, with implications for the entire region.
Maria Christina Vibe
PKK militant watches people flee the Sur district of the mainly-Kurdish city of Diyarbakir, Turkey, after the authorities expand the curfew, January, 2016. Murat Bay /Press Association. All rights reserved. In Turkey, the pro-Kurdish People´s Democratic (HDP) Party won an unprecedented 13 percent of the national vote during Turkey's General Election on June 7, 2015. For the first time since 2002, the ruling Justice and Development Party (AKP) lost its parliamentary majority. Though this trend was reversed in the November election, with the AKP regaining political dominance and exhibiting increasing authoritarian tendencies, Turkey´s political landscape had clearly shifted. The growing influence of Kurds in the country both politically and militarily, for better or worse, means Turkey is holding the key to either fostering peace and stability in the region, or more violence and chaos.
These political developments in Turkey are influencing the peace negotiations with the armed Kurdistan Workers Party (PKK), which are currently at a standstill. The Kurdish conflict and recent developments in Turkey are also affected by larger conflict dynamics in the region; even though Kurds' situation varies from country to country, they are all in the end interconnected. The escalating violence in Syria has displaced millions, resulting in an influx of refugees to Turkey, the region, and particularly to Europe. This has focused international attention on the need for a political solution both in Turkey and in Syria.
Turkey's changing political landscape
The perceived need for stability is the principal reason why the AKP received such an upsurge in votes during the November election. Armed confrontations between the PKK and the Turkish military intensified between the two elections. The increasing violence of the Islamic State (ISIS) constituted a second factor. One of the largest terror attacks in Turkey's history, killing 102 people peacefully demanding a resolution to the Kurdish conflict, took place in Ankara in October 2015 and was attributed to the Islamic State (ISIS). In 2015 Turkey´s National Intelligence Organization (MİT) was accused of having secretly provided weapons to the militant group, demonstrating the complex transnational nature of these regional conflicts. Ankara´s shift in political priorities… to a military solution, in the face of a strengthened PKK in Turkey and the region, grows clearer.
As ISIS moved closer to the Turkish border in August 2015, Turkish fighter jets started targeting them; however, the attacks have been few and ineffective. Simultaneously a much more intense air strike campaign was launched by Turkey against the long-standing PKK bases in Northern Iraq. Ankara´s shift in political priorities from pursuing a peaceful resolution to the Kurdish conflict to a military solution, in the face of a strengthened PKK in Turkey and the region, grows clearer.
The AKP increased their share of votes in the latest elections, particularly from nationalists, and now the outlook for resuming the peace process with the PKK is bleak. Despite the broad mandate given to the HDP in the first election and the wave of hope for peace in the Turkish public, the enthusiasm was short-lived. The PKK used this previous period of relative calm to collect weapons, recruit and strengthen its position both in rural and urban settings, and abroad. Since mid-December 2015, a fresh round of violence has escalated both in the southeast of Turkey and its borders.
Peace negotiations in a regional context
Iran, Iraq and Syria have over the years supported and accepted the presence of PKK fighters in their territories to counteract Turkey´s influence in the region. Today, the Kurds seem to enjoy a solid tolerance by, if not cooperation with, Damascus in the fight against ISIS as their common enemy. The Kurds in Syria and Turkey have historically always shared close ties.[i] While many Syrian Kurds previously joined the ranks of the PKK, many Turkish Kurds now join the Kurdish People´s Protection Units (YPG) and the Women´s Protection Units (YPJ) in Syria. These armed groups actively fought ISIS during the siege of Kobani in Syria, starting in September 2014, which unleashed widespread solidarity protests throughout Turkey, leading to 50 deaths, despite the actual fight taking place across the border. There is now a competition between Russia and the US and its western allies to secure the support of the Kurds. Turkey is the odd one out in this whole process.
The Turkish state sees it necessary to disrupt what they see as the formation of a "Kurdish state" on its' border, and has bombed Kurdish YPG forces in northern Syria since the latter half of 2015. Ankara has several times stressed the need for a "buffer zone" along its border with northern Syria, to counter these developments, despite the risks this may pose to Syrian IDPs.[ii] Critics in the Kurdish political and armed movement see this as a way to curb the Kurds' autonomy and influence here.
Unlike the close relations between Kurds in Turkey and Syria, the Kurdish Democratic Party (KDP) of Iraq has increasingly strengthened its ties to Erdogan's AKP, particularly in the economic and political realm. KDP leader Masoud Barzani had even previously attempted to mediate in the peace process in Turkey, where he was viewed as AKP´s man. When violence escalated after the July 2015 Suruç bombings in Turkey, the PKK, which has long been tolerated in the Qandil mountains of northern Iraq, was asked by the KDP to withdraw from the area. These inconsistencies come in the face of internal rivalries among Kurds in northern Iraq but also across the region, demonstrating a fluid landscape of changes in Kurds' factionalism.
In the last year Kurdish YPG forces have come to control more than half of Syria's border with Turkey. Despite being de facto allies of the Assad regime, the Kurds are considered useful allies of the US in the fight against ISIS here, revealing the contradictory alliances that have formed. On the other hand, the US's commitment to the Kurdish Regional Government (KRG) region of northern Iraq puts it in a delicate situation vis-à-vis both its position on the YPG and the PKK, not to mention Turkey.
Russian air campaigns in support of the Assad regimes forces, which began in October 2015, together with the presence of Iranian forces and Shia militia groups further complicates the picture. Having historically supported the Kurds, Russia sees the Kurds as a useful ally against Turkey. There is now a competition between Russia and the US and its western allies to secure the support of the Kurds.[iii] Turkey is the odd one out in this whole process, requiring it to seek rapprochement with the Kurds in Turkey and beyond in order to continue negotiations. Due to the intimate connections among the various Kurdish groups in the region, Turkey's decisions abroad will affect perceptions and its credibility in a future peace process at home, as well as its regional role in any resolution of the crises in Iraq and Syria.
A dying peace process?
The Turkish state has been in the so-called "solution" process with the Kurdistan Workers Party since 2012. The HDP emerged in the period during the negotiations and has played a role as facilitator between the two parties, and the wider Kurdish political movement. However, the dual strategy of holding negotiations with the PKK in parallel with clampdowns on their political wings continued. Lately, thousands of leftist and Kurdish activists have been detained across Turkey in a crack-down on "terrorism", despite only a handful of arrests of ISIS members which the government cited to justify their actions.[iv] Such actions detract from the government's perceived commitment to a peaceful resolution with the Kurds. A solution to the war in Syria is inextricably linked to a sustainable peace in Turkey and the resolution of its own Kurdish conflict, once and for all.
Yet, contrary to the belief that the HDP and AKP are incompatible, the HDP and its predecessor party, the Peace and Democracy Party (BDP), have jointly worked on mechanisms of the peace process including the multi-party Constitutional Reconciliation Commission in parliament, and the Wise People´s Commission, a nation-wide public reconciliation mechanism. Though AKP´s power struggles have proved challenging, they´re credited with being the party which did the most to tackle the Kurdish issue – though its steps, until now, have proved insufficient and inconsistent. These efforts are seen as missed opportunities in light of recent regional escalation.
The HDP has repeatedly called on both parties, the Turkish State and the PKK, to halt the violence and focus on a political solution. The Erdogan government on the other hand, has announced that the peace process cannot continue with the present environment of daily violent clashes, both nationally and regionally, and until the PKK lay down arms. Fuelled by regional developments, conflict is only escalating.
What is the way forward?
Despite the negative political rhetoric, the gains in obtaining a tentative acceptance from the state bureaucracy and military for the peace process cannot be easily reversed. Turkey´s regional and international image, not to mention its internal security and stability, are at stake over its handling of the Kurdish issue.
The Turkish government and the PKK, both need to tread the fine line of sustaining political dialogue while answering hardline elements in their constituencies. What is clear from a regional assessment is that a solution to the war in Syria is inextricably linked to a sustainable peace in Turkey and the resolution of its own Kurdish conflict, once and for all.
This article is published in cooperation with the Norwegian Peacebuilding Resource Centre (NOREF). www.peacebuilding.no
[i] Marcus, Aliza "Blood and Belief: The PKK and the Kurdish Fight for Independence", 2009, New York University Press: New York and London.
[ii] Balian, Hrair, "Why "no-fly zones" or "ISIS-free zones" are not a solution", 19 August, 2015, Norewegian Peacebuilding Resource Centre; Yado Arin, Kubilay, "Working Paper: The Pro-Kurdish Party HDP, the blocker for the AKP", Posted July 13, 2015, Transcultural Islam Research Network.
[iii] Balanche, Fabrice, "The Struggle for Azaz Corridor Could Spur a Turkish Intervention " , The Washington Institute, December 11, 2015.
[iv] Balta, Evren, "How the Turkish Elections changed the foreign policy of Turkey", July 27, 2015,; "Violations Ascertained Between 21 July – 30 August 2015", Human Rights Association (İHD) website, n.d., accessed September 28, 2015.
Published in: North Africa, West Asia
Why is Turkey bombing the Kurds?
Written by: Kamran Matin All articles by: Kamran Matin
15 steps for Turkish-Kurdish peace
Written by: Latif Tas All articles by: Latif Tas
Human rights violations in south-east Turkey: failed peace talks followed by increasing violence
Written by: Cemal Özkahraman All articles by: Cemal Özkahraman
Turkish Dawn


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Q: Display Image in GridView from DB where PAth is in other Drive I want to display images in grid view depending on the users ID. The Problem is that my images are stored in another drive and not in the website folder. Which does not allow me to show the images even though I get the path.
According to this link How to display image which is stored in local drive?
In that post the answer suggests creating another page which passes a query string or something according to the ID.
I am new at this and don't know how to work with query string.
I have written the following code:-
<asp:GridView ID="GridView1" runat="server" AutoGenerateColumns="false">
         <Columns>
             <asp:BoundField DataField="User_ID" HeaderText="User_ID" />
             <asp:ImageField DataImageUrlField="Photo_File_Path" HeaderText="Photo_File_Path">
             </asp:ImageField>
         </Columns>
     </asp:GridView>

SqlConnection con = new SqlConnection(CS);
        SqlCommand cmd = new SqlCommand("SELECT User_ID, Photo_File_Path FROM User_M", con);
        con.Open();

        SqlDataReader rdr = cmd.ExecuteReader();
        GridView1.DataSource = rdr;
        GridView1.DataBind();
        con.Close();

How do I get my code to work with the query string OR if there is any other way I can display the images.
Thank you.

A: I don't know if this still applies, but here goes:
Your WebServer is running under a user account, as are all services on your computer. It is usually an accountname like IUSR or something like it.
On the drive where you have the files, you can right-click on the folder and allow read-access to this user by going to access permissions.
This ONLY applies to servers that you can control yourself, of course, and will not scale out to Azure or other hosted environments. But it should solve your problem, provided that it is still how one deals with this exact problem.
EDIT: The post that you linked to is 5 years old. I'd be wary of trusting it fully :)

A: While not really an answer to your specific question, you might want to look at setting up a virtual directory in your IIS, to allow you to map a directory from anywhere on your machine to for example a subdirectory of your site.
So say you have your site in C:\sites\mySite you can map the directory D:\data\images\ to appear to be available at C:\sites\mySite\userImages, so your site can reference it by http:\\mysite.com\userImages.
This might be an easier way of organizing the site structure, and you can move that physical directory without the website code having to change.
Hope you get it working, any way you proceed. :)
EDIT: This link provides the information that you need to set this up:
https://www.iis.net/configreference/system.applicationhost/sites/site/application/virtualdirectory

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Arcade Archives WATER SKI
HAMSTER Corporation
PSN Game Released Aug 22, 2019
WATER SKI is a sports game released by TAITO in 1983.
Control the skier's movements as they follow behind a motorboat and aim for the goal.
Jump over any small obstacles to avoid them.
If you make a good jump on the jump ramps, you will get lots of points!
The 'Arcade Archives' series has faithfully reproduced many classic Arcade masterpieces.
Players can change various game settings such as game difficulty, and also reproduce the atmosphere of arcade display settings at that time. Players can also compete against each other from all over the world with their high scores.
Please enjoy the masterpiece that built a generation for video games.
Remote Play requires PS Vita system and sufficiently robust Wi-Fi connection.
© TAITO CORPORATION 1983 ALL RIGHTS RESERVED.
Arcade Archives Series Produced by HAMSTER Co.*This game uses the Japanese ROM for the main part of the game. The options menu and manual are available in Japanese, English, French, German, Italian, and Spanish.


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