Registration Rights Agreement - Chesapeake Energy Corp.
BEAR, STEARNS & CO. INC.
(a) The Company shall, within 120 days after the date on which the Initial Purchasers purchase the Convertible Preferred Stock pursuant to the Purchase Agreement (the "Closing Date"), file with the Securities and Exchange Commission (the "Commission") and thereafter use its reasonable best efforts to cause to be declared effective no later than 240 days after the Closing Date a registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the "Shelf Registration"); provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.
(b) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, until such time as all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are eligible to be sold under Rule 144(k) under the Securities Act (or any successor rule thereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Shelf Registration Period." The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.
(c) Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to any Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein.
(a) The Company shall (i), if requested by an Initial Purchaser, furnish, without charge, to such Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Shelf Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein and, in the event that an Initial Purchaser (with respect to any portion of an unsold allotment from the original offering) is participating in the Shelf Registration Statement, the Company shall use its best efforts to reflect in each such document, when so filed with the Commission, such comments as such Initial Purchaser reasonably may propose, (ii) include in each such document the names of the Holders who have delivered written notice to the Company at least three business days prior to the filing thereof that they propose to sell Transfer Restricted Securities pursuant to the Shelf Registration Statement as selling securityholders and (iii) file pursuant to Rule 424(b) under the Securities Act a supplement to the prospectus contained in the Shelf Registration Statement or, if required, file a post-effective amendment to the Shelf Registration Statement, in each case, to cover new Holders of Securities upon at least seven business days prior written notice by such new Holders to such effect; provided, however, that (A) in no event shall the Company be required to file pursuant to Rule 424(b) under the Securities Act a supplement to the prospectus contained in the Shelf Registration Statement to cover new Holders of Securities on any day other than the last business day of the first full calendar month following the calendar month in which the Shelf Registration is declared effective and the last business day of each subsequent calendar month thereafter and (B), in the case where a post-effective amendment is required, in no event shall the Company be required to file a post-effective amendment to the Shelf Registration Statement to cover new Holders of Securities on any day other than the last business day of the third full calendar month following the calendar month in which the Shelf Registration is declared effective and the last business day of each subsequent third calendar month thereafter.
(v) of the happening of any event that requires the Company to make changes in the Shelf Registration Statement or the prospectus in order that the Shelf Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.
(c) The Company shall make every reasonable effort to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Shelf Registration Statement.
(d) The Company shall furnish to each Holder of Transfer Restricted Securities included within the coverage of the Shelf Registration, without charge, if the Holder so requests in writing, at least one copy of the Shelf Registration Statement and any post-effective amendment thereto, including financial statements and schedules and all exhibits thereto (including those, if any, incorporated by reference).
(e) The Company shall, during the Shelf Registration Period, deliver to each Holder of Transfer Restricted Securities included within the coverage of the Shelf Registration Statement, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. The Company consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Transfer Restricted Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.
(f) Prior to any public offering of the Securities pursuant to the Shelf Registration Statement, the Company shall register or qualify or cooperate with the Holders of the Transfer Restricted Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or "blue sky" laws of such states of the United States as any Holder reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by the Shelf Registration Statement; provided, however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.
(g) The Company shall cooperate with the Holders of the Transfer Restricted Securities to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to the Shelf Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to the Shelf Registration Statement, except in such cases where such Transfer Restricted Securities are required to be issued only in book-entry form pursuant to the terms of the Certificate of Designation.
prospectus and any other required document so that, as thereafter delivered to Holders of the Securities or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Initial Purchasers or the Holders of Transfer Restricted Securities included within the coverage of the Shelf Registration Statement, in accordance with paragraphs (ii) through (v) of Section 2(b) above, to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers and the Holders shall suspend use of such prospectus.
(i) Not later than the effective date of the Shelf Registration Statement, the Company will provide CUSIP numbers for the Convertible Preferred Stock registered for resale under the Shelf Registration Statement, and provide one or more certificates for such Convertible Preferred Stock, in a form eligible for deposit with The Depository Trust Company.
(j) The Company will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Shelf Registration Statement, which statement shall cover such 12-month period.
(k) The Company may require each Holder of Securities to be sold pursuant to the Shelf Registration Statement to furnish to the Company such information regarding the Holder and the distribution of the Securities as the Company may from time to time reasonably require for inclusion in the Shelf Registration Statement, and the Company may exclude from such registration the Securities of any Holder that fails to furnish such information within the applicable time period specified in Section 2(a) above.
(l) The Company shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder of the Securities shall reasonably request in order to facilitate the disposition of the Securities pursuant to any Shelf Registration.
(m) In the case of any Shelf Registration, the Company shall (i) make reasonably available for inspection by the Holders of the Securities, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders of the Securities or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and (ii) cause the Company's officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders of the Securities or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the Initial Purchasers by Credit Suisse First Boston LLC and on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 3 hereof.
the validity and enforceability, of the applicable Securities; the absence of material legal or governmental proceedings involving the Company and its subsidiaries; the absence of governmental approvals required to be obtained in connection with the Shelf Registration Statement, the offering and sale of the applicable Securities, or any agreement of the type referred to in Section 2(l) hereof; the compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein with the requirements of the Securities Act; and, as of the date of the opinion and as of the effective date of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from any documents incorporated by reference therein of an untrue statement of a material fact or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any such documents, in the light of the circumstances existing at the time that such documents were filed with the Commission under the Securities and Exchange Act of 1934, as amended (the "Exchange Act")); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof requested by any underwriters of the applicable Securities and (iii) its independent public accountants to provide to the selling Holders of the applicable Securities and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by the American Institute of Certified Public Accountants' Professional Standard AU Section 634 "Letters for Underwriters and Certain Other Requesting Parties."
(o) The Company shall use its best efforts to cause the Common Stock included in such Shelf Registration Statement to be, upon resale thereunder, listed on each securities exchange, if any, on which any shares of Common Stock are then listed.
(p) The Company shall use its best efforts to take all other steps necessary to effect the registration of the Transfer Restricted Securities covered by the Shelf Registration Statement contemplated hereby.
(vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).
The Company will bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by the Company.
(b) In connection with the Shelf Registration Statement, the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities who are selling or reselling Securities pursuant to the "Plan of Distribution" contained in the Shelf Registration Statement for the reasonable fees and disbursements of not more than one counsel, who shall be chosen by the Holders of a majority in number of shares of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.
(a) The Company agrees to indemnify and hold harmless each Holder of the Transfer Restricted Securities included within the coverage of the Shelf Registration Statement and each person, if any, who controls such Holder within the meaning of the Securities Act or the Exchange Act (each Holder and such controlling persons are referred to collectively as the "Indemnified Parties") from and against any losses, claims, damages or liabilities, joint or several, or any actions in respect thereof (including, but not limited to, any losses, claims, damages, liabilities or actions relating to purchases and sales of the Securities) to which each Indemnified Party may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to the Shelf Registration, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action in respect thereof; provided, however, that (i) the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Shelf Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus relating to a Shelf Registration in reliance upon and in conformity with written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered by such Holder under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder results from the fact that there was not sent or given to such person, at or prior to the written confirmation of the sale of such Securities to such person, a copy of the final prospectus if the Company had previously furnished copies thereof to such Holder; provided further, however, that this indemnity agreement will be in addition to any liability which the Company may otherwise have to such Indemnified Party. The Company shall also indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders.
written information pertaining to such Holder and furnished to the Company by or on behalf of such Holder specifically for inclusion therein; and, subject to the limitation set forth immediately preceding this clause, shall reimburse, as incurred, the Company for any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to the Company or any of its controlling persons.
(c) Promptly after receipt by an Indemnified Party under this Section 4 of notice of the commencement of any action or proceeding (including a governmental investigation), such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 4, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party (i) will not relieve the indemnifying party from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and the indemnifying party has been materially prejudiced by such failure and (ii) will not, in any event, relieve the indemnifying party from any obligations to any Indemnified Party other than the indemnification obligation provided in paragraph (a) or (b) above. In case any such action is brought against any Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the indemnifying party), and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof the indemnifying party will not be liable to such Indemnified Party under this Section 4 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, if such Indemnified Party shall have been advised by counsel that there are one or more defenses available to it that are in conflict with those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), the reasonable fees and expenses of such Indemnified Party's counsel shall be borne by the indemnifying party. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel (together with appropriate local counsel) at any time for any Indemnified Party in connection with any one action or separate but substantially similar or related actions arising in the same jurisdiction out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.
connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding any other provision of this Section 4(d), the Holders shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to the Shelf Registration Statement exceeds the amount of damages which such Holders have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person, if any, who controls such Indemnified Party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such Indemnified Party and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as the Company.
(e) The agreements contained in this Section 4 shall survive the sale of the Securities pursuant to the Shelf Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any Indemnified Party.
5. Additional Dividends Under Certain Circumstances.
(iii) if after the Shelf Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) the Shelf Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder.
Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission.
Additional Dividends shall accrue on the shares of Convertible Preferred Stock from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 5.50% per annum (50 basis points above the rate shown on the cover page of the Offering Memorandum) in addition to the dividends otherwise accruing on the Convertible Preferred Stock.
be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in the Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Dividends shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Dividends due pursuant to Section 5(a) will be payable in cash on the regular dividend payment dates with respect to the Convertible Preferred Stock on the same terms and conditions and subject to the same limitations as pertain at such time for the payment of regular dividends. The amount of Additional Dividends will be determined by multiplying the applicable Additional Dividends rate by the aggregate liquidation preference of the outstanding shares of Convertible Preferred Stock and further multiplied by a fraction, the numerator of which is the number of days such Additional Dividend rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
(d) "Transfer Restricted Securities" means each Security until (i) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (ii) the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.
6. Rules 144 and 144A. The Company shall use its best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time during the Shelf Registration Period the Company is not required to file such reports, it will, upon the request of any Holder of Transfer Restricted Securities, make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. The Company covenants that it will take such further action as any Holder of Transfer Restricted Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Securities without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). The Company will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Company by the Initial Purchasers upon request. Upon the request of any Holder of Transfer Restricted Securities, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 6 shall be deemed to require the Company to register any of its securities pursuant to the Exchange Act.
7. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in number of shares of such Transfer Restricted Securities to be included in such offering.
No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.
Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company's obligations under Section 1 hereof. The Company further agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.
(b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof.
(c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by the Company and the written consent of the Holders of a majority in number of shares of Transfer Restricted Securities (provided that Holders of Common stock issued upon conversion of Convertible Preferred Stock shall be deemed to be Holders of the aggregate number of shares of Convertible Preferred stock from which such Common Stock was converted) affected by such amendment, modification, supplement, waiver or consents. Without the consent of the Holder of each share of Convertible Preferred Stock then outstanding, however, no modification may change the provisions relating to the payment of Additional Dividends.
Attention: Stephen L. Burns, Esq.
Attention: James A. Prince, Esq.
All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient's facsimile machine operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.
(e) Third Party Beneficiaries. The Holders shall be third party beneficiaries to the agreements made hereunder between the Company, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent they may deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder.
(f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without the need for an express assignment or any consent by the Company thereto, subsequent Holders of Transfer Restricted Securities. The Company hereby agrees to extend the benefits of this Agreement to any Holder of Transfer Restricted Securities and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.
(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
(j) Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.
(k) Securities Held by the Company. Whenever the consent or approval of Holders of a specified number of Transfer Restricted Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms.


text:
Q: Linux process address space explain? In linux every process have address space and this address space will be over written by exec() system call when child process is created. What i want to know is what this address space consists of ? What kind of information will be in the address space ?

A: The address space consists of a number of memory segments. Among them:

*

*The program's executable code and static data

*The heap

*The stack

*Shared libraries that were loaded when the program was launched

*Additional files that have been mapped into the address space with mmap().

*Shared memory segments

*etc...

Some segments are read-only (like the program's executable code, aka .text), others are writable (like the heap). Some are backed by files on disk, some are purely memory-based.
In Linux, you can look at the contents of /proc/<pid>/maps for any process ID to see what segments are part of that processes' address space.
When you successfully call exec(), all of the segments in the current process' address space are unmapped, and the new executable gets a brand new set of basic mappings (stack, heap, program code, etc...) when it starts.

redpajama_set_name: RedPajamaStackExchange


A film director confides in his interlocutor. He talks about the working process, about creative blocks, about artistic crises and expressive forces. At some point, the idea takes hold that this conversation could be turned into a film. And this is the very film we're watching the two of them in.


text:
'I'm living my dream': Meet Louisiana's top young farmer
Greg Hilburn
Monroe News-Star
Phillip Tomlinson, a fourth generation East Carroll Parish farmer, has been named the state's top young farmer for 2020 by the Louisiana Farm Bureau Federation.
The Louisiana Farm Bureau Young Farmers and Ranchers Achievement Award is presented each year to a producer who is 35 or younger.
Tomlinson and his wife Carey operate a 2,700-acre grain and livestock farm near Lake Providence with their four children.
"I have to say that I'm living my dream on this farm," Tomlinson said.
Louisiana Agriculture Commissioner Mike Strain said the Farm Bureau's young farmers and ranchers program is critical to the future of agriculture as the industry's producers age with fewer people stepping in to fill their shoes.
The average age of the American farmer is 57.
"Farm Bureau recognizes the best of the best; its a huge honor and one that's earned," Strain said in an interview with USA Today Network.
Tomlinson Farms was established in 1950.
The Tomlinsons' children already pick sweet corn from the field and harvest fresh eggs from the chickens.
"The joy of it, to me, is having my kids out there," he said.
Tomlinson said he hopes the fifth generation will carry on the business.
"My dream would be for at least one of my kids to come back to the farm," he said. "It wouldn't matter if it's my son, Weston, or any of my girls. If anybody wants to join this operation, they have got an open door and we will make it work."
Tomlinson will represent Louisiana in the national competition during the 2021 American Farm Bureau Federation Convention in San Diego.
Greg Hilburn covers state politics and agriculture for the USA TODAY Network of Louisiana. Follow him on Twitter @GregHilburn1

redpajama_set_name: RedPajamaCommonCrawl


In Autism, Kristy A. Anderson, Paul T. Shattuck and colleagues have an article titled "Prevalence and Correlates of Postsecondary Residential Status Among Young Adults with an Autism Spectrum Disorder."
This study examined the prevalence and correlates of three living arrangements (with a parent or guardian, independently or with a roommate, or in a supervised setting) among a nationally representative sample of postsecondary young adults with an autism spectrum disorder. We assessed living arrangements since leaving high school. Compared with young adults with other disability types (learning disabilities, intellectual disabilities, or emotional disturbances), those with an autism spectrum disorder were more likely to have lived with a parent or guardian and least likely ever to have lived independently since leaving high school. Members of the autism spectrum disorder group were less likely to have ever lived elsewhere and more likely to live under supervision since leaving high school compared to persons with emotional disturbances and learning disabilities. Group differences persisted after controlling for functional ability and demographic characteristics. Correlates of residential independence included being White, having better conversation ability and functional skills, and having a higher household income. Further research is needed to investigate how these residential trends relate to the quality of life among families and young adults.
Compared with the other disability categories, young adults with an ASD were significantly more likely to have ever lived with a parent or guardian (87.1%) and less likely to have ever lived independently (16.6%) since leaving high school (Table 2). Also, young adults with an ASD experienced the highest rates of postsecondary residential continuity (79.1%). In follow-up analyses not shown in tables, we found no independent living among young adults with ASD who had been out of high school for 2 years or less at the time of the survey. In contrast, the comparable rate was 22.2% for youth in the MR group.


text:
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València, European Green Capital 2024
Posted on October 27, 2022 November 1, 2022 in UPV News
The city of Valencia has achieved it: it is the European Green Capital 2024, a title currently held by Grenoble (France) and to be inherited by Tallinn (Estonia) in 2023. With this award, the European Union recognizes the efforts made by the winning cities and promotes, for a full year, actions that favor the environment and sustainability.
The European Green Capital, a project promoted by the City of Valencia, has had the support of the UPV from the beginning. The rector of the institution, José E. Capilla, has welcomed this achievement, a source of pride for Valencians.
"The university-city tandem, an alliance between the València City Council and the UPV, is an example of compliance with Sustainable Development Goal number 17: the alliance between institutions to move towards a sustainable society that respects our environment. The declaration of València as European Green Capital 2024 reflects the history of a society that has been committed to sustainability for decades, and is the result of a great joint work".
The Rector explained that "it all started at the FAO with the declaration of the "Historic Irrigated Landscape of Horta de Valencia" as an Important System of World Agricultural Heritage (SIPAM), which was a candidacy submitted by the City Council of Valencia in collaboration with the Polytechnic University of Valencia. It was followed by the "living lab", the 'living' laboratory where innovations will be tested in view of our joint mission to be climate neutral by 2030. And we will continue to work hand in hand, City Council and Universitat Politècnica de València, so that this story of innovation and sustainability is also the story of our sons and daughters".
In May, Brussels informed the València City Council that the city had been selected as an official candidate to be European Green Capital, as it successfully passed the 12 sustainability indicators required by this call. And in July, the European Commission announced that València was a finalist for the European Green Capital Award, along with the Italian city of Cagliari, the capital of Sardinia.
Launched by the European Commission under the name "Green Cities – Fit for Life", this annual title rewards urban areas with more than 100,000 inhabitants showing a serious commitment when it comes to social and environmental issues, bearing in mind that more than two thirds of European citizens now live in cities.
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The cobbled streets of beautiful Old Riga, decorated for Christmas celebrations, old town squares filled with Christmas market stalls, spiced cider and mulled wine in the air... Cosy cafes and excellent restaurants, crafts stalls and boutiques, all enjoyed in a most charming festive atmosphere. Come and get festive in Riga!
Riga, founded in 1201 by the German bishop Albert, is the largest of the three Baltic capitals and boasts a real kaleidoscope of architectural styles. The walking tour of the Old Town includes Riga Castle, the Dome Cathedral, St. Peter's Church, the Swedish Gate, the Three Brothers, the Large and Small Guilds and the Freedom Monument. The tour ends at the Old Town Hall Square where we join the bustle of the traditional Christmas Market and shop for unique gifts. The afternoon offers an optional tour to Riga Art Nouveau district and a visit to the Art Nouveau Museum. The tour ends with warming drink with the traditional Riga Black Balsam. In the evening we attend a ballet or opera performance at the Latvian National Opera or the European Christmas Festival.
The morning offers on optional Candle Workshop, where we will acquire knowledge about candle making and the history of candles under the guidance of professionals! We will try our own skills in candle making, making candles of different shapes and colours and creating aromatic candles. The optional guided shopping tour in the afternoon will take us to interior decoration and design stores, art galleries and fashion boutiques in the Old Town with the main focus on local brands and artists. En route we enjoy a warm cup of coffee with Latvian Christmas pastry at a cosy café. In the evening an optional farewell dinner at the elegant Restaurant Forest is on offer.
OPTIONAL EXTRAS - choose the tours to suit you!
Please note flights are NOT included in this package. If you wish to add flights to your booking please contact us, or feel free to book your own. If your chosen flights do not coincide with the tour dates and you need to spend an extra night or two before or after the tour please call or email us and we can arrange this for you.


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WOLF BLITZER `SITUATION' FILLS CNN GAP
Though CNN's daytime schedule is pretty much one team after another telling you the news, they're making a big deal about the new format for the late afternoon show hosted by Wolf Blitzer that will fill the gulf left by Judy Woodruff's civil "Inside Politics" and the uncivil squabbles of "Crossfire."
From a "state-of-the-art set" in Washington, Blitzer claims to be more ready to follow breaking stories simultaneously on his new three-hour block called "The Situation Room" (CNN, 3 p.m.) -- though if it's a bank of TV sets, he may look like the home-electronics salesman he resembled on election night.
Besides wrangling live reports from correspondents, he'll turn to panels of analysts that will include Paul Belaga, James Carville, Jeff Greenfield and Robert Novak -- oops, scratch that last one. The hot-headed columnist, who was first to reveal the name of a CIA agent in a column, is on indefinite leave from CNN after uttering a vulgarity and storming off the set during an exchange with Carville Thursday .
Odd that the new show has a name similar to "The Situation With Tucker Carlson" (MSNBC, 11 p.m.), which is being bumped three hours by the new show from a Connecticut-born former Fox News star: "Rita Crosby: Live and Direct" (MSNBC, 9 p.m.) can't be worse than "Nancy Grace" (Headline News, 10 p.m.).
Also Tonight
Lost in the history of the civil-rights movement is the name of Viola Liuzzo, a teamster's wife from Detroit who drove to Selma, Ala., to help the Rev. Martin Luther King Jr.'s voting rights march to Montgomery, Ala. She was shot to death in 1965, and three suspected Klansmen were convicted in her slaying. Her death led to the swift passage of the Voter Rights Act, signed into law 40 years ago last week.
Paola di Florio's film "Home of the Brave" (Court TV, 10 p.m.) retraces her steps through the eyes of her children.
Daphne Zuniga stars as a mom who brings her two daughters from Mexico City to New York when one wins a scholarship at a prestigious private school. The other one decides to try modeling in the agreeable series "Beautiful People" (ABC Family, 9 p.m.) that plays like "The O.C." gone to N.Y.C.
Adam Carolla returns to Comedy Central in an attempt to put on a better post-Jon Stewart talk show than Colin Quinn's. "Too Late With Adam Carolla" (11:30 p.m.) will include a daily monologue, an interview with a single guest and time for live phone calls from viewers.
The Monday edition of "Rock Star: INXS" (VH1, 8 p.m.) has been bumped to cable.
It's not enough to just show old stuff on ESPN Classic. Now there's a new show that goes out of its way to compare events that happened before with things happening today. Josh Elliott hosts "Classic Now" (7 p.m.).
Though it had a special premiere Sunday, the regular time slot for new episodes of "Weeds" (Showtime, 10 p.m.) will be Monday nights (repeating on Wednesdays and Fridays).
It's probably still too hot for NFL Preseason Football (ABC, 8 p.m.), but Miami plays Chicago in the Hall of Fame Game in Canton, Ohio.
"Renovate My Family" (Fox, 8 and 9 p.m.) returns for a new season, with Dr. Phil's son Jay McGraw taking on a little too much -- renovating a home, its residents and their attitudes.
Miss Teen USA (NBC, 9 p.m.) originates from Baton Rouge, La., and features Kathy Hilton as a judge, Susie Castillo and Galen Gering as hosts, and Aaron Carter and Kimberly Locke as performers. Representing Connecticut is Jennifer Brooks of Bristol.
Kate Hudson and Michelle Wie are on David Letterman. Matt Damon and Tommy Lee join Jay Leno. Ryan Phillipe, Wanda Sykes and Dave Attell are on a Conan O'Brien rerun from May. Kevin Nealon, Yucko the Clown and Raheem Devaughn join Jimmy Kimmel. Marilu Henner, Steve Howey and David Feherty meet Craig Feguson. Fat Joe, Michael Showalter and David Wain are on a Carson Daly rerun from June. Paul Rudd chats with Jon Stewart.


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An intimate, casually comfortable bar located just off Hotel Winneshiek's lobby, Restauration Lounge offers artisan cocktails, wines and craft beers complemented by made-to-order bar bites.
Open Monday - Saturday at 4 p.m.
Ask your bartender about current selections! We serve Toppling Goliath & Pulpit Rock Brewing Company.
All drink items available in the Restauration can also be ordered in the Lounge.
Automatic gratuity of 18% for parties of six or more.
*Thoroughly cooking foods such as beef, eggs, fish, lamb, pork, poultry, or shellfish reduces the risk of food-borne illness. Individuals with certain health conditions may be at higher risk if these foods are consumed raw or under-cooked. Please consult your health care professional.
**We will make every attempt to meet your individual dietary request. Please inform your server of any allergies and dietary restrictions. Since our facility is not allergen-free, we are not responsible for individual reaction to any foods. Although best practices are used in production, items may inadvertently come in contact with gluten, shellfish, nuts, and/or non-vegan food items.
Situated just off the lobby on the first floor of Hotel Winneshiek, Restauration Lounge offers a full bar, beer and wine selections, and freshly prepared tavern fare. Join us from 4 P.M. Monday-Saturday!


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Showing results by author "Lorhainne Eckhart" in Crime & Thrillers
Modern Detective (1)
Suspense (6)
1-3 Hours (3)
6-10 Hours (1)
Listen or Read
Whispersync (5)
Walk the Right Road, Book 3
By: Lorhainne Eckhart
Narrated by: Lydia McCloskey
In Merkaba, everyone thought he was dead and that's exactly how he needs it to stay. Until one day he stumbles across a mysterious dark haired beauty. Only, there is nothing average or ordinary about this secretive woman, and she knows exactly what and who he is. He tries to get close to her, to figure her out and what she's really doing in the field of the state park. But when trouble finds her, he's the only one who can save her; even though she's the one woman who could ultimately be his undoing.
Series: Walk the Right Road, Book 3
Don't Catch Me: Chase
The McCabe Brothers, Book 2
Narrated by: Jaclynn Elfring
He stopped a robbery. Now he has to do the right thing. Having left his life in politics, lawyer Chase McCabe is on his way to meet his brothers and sort out family matters when he stops for gas and walks in on a robbery in progress. However, he discovers the culprit is just a kid, and her situation may not be as clear as he thought.
Series: The McCabe Brothers Series, Book 2
Kate and Walker: Deadly, Dangerous & Desired Series, Book 3
Narrated by: Glenda Johnson
New York Times & USA Today best selling author Lorhainne Eckhart brings you Last Night, the next audiobook in Kate and Walker: Deadly, Dangerous & Desired, a high-stakes suspense and sizzling, red-hot romance series! The adventure continues for Kate & Walker in Last Night as Walker proposes marriage to Kate realizing he can't live without her. Only an intruder from Walker's past puts his relationship with Kate in jeopardy.
Series: Kate and Walker: Deadly, Dangerous & Desired Series, Book 3
He Came Back
Narrated by: Caroline McLaughlin
New York Times best-selling Author Lorhainne Eckhart brings you He Came Back, one woman's haunting journey when her husband returns home and everything she thought she knew about their life together has suddenly changed.
Saved, Book 3
Captain Eric Hamilton is now settled on base after giving up his first love, the sea, for his wife, Abby, and their children. He watches day in and day out as his friends are deployed, burning with an empty feeling as if life is passing him by….
Series: Saved, Book 3
Saved, Volume 2
In Vanished, Abby has married the man of her dreams. He rescued her, and he's the father of her child. Everything should be perfect, but she begins to relive her nightmare from when she was taken...and one night she disappears, leaving her children alone in the dead of night, her husband on a military ship halfway around the world. But when Eric arrives home and the search begins, there are two disturbing questions: Was someone in the house? And how is it possible for Abby to simply vanish?
Narrated by: Michele Lukovich
Now a year later, Maggie struggles to put her life together, hiding secrets with outrageous behavior until her strong-willed, soon-to-be ex sets out to bring her home.


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Tax Attorney Andrew L. Jones
International Tax Compliance
International Tax Controversy
Offshore Voluntary Disclosure Resources
Offshore Voluntary Disclosure Program (OVDP)
Streamlined Domestic Offshore Procedures
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FATCA Compliance
International Tax Attorney Andrew L. Jones
Tax attorney Andrew L. Jones graduated in 2009 with a J.D. and a Master of Laws (LL.M.) in Taxation from Loyola Law School, Los Angeles, and was licensed that same year to practice law in California. Andrew limits his practice to international tax controversy, compliance, and planning, focusing in particular on IRS voluntary disclosure programs for resolving unreported and/or un-taxed foreign accounts (including the Streamlined Domestic Offshore Procedures, Streamlined Foreign Offshore Procedures, Delinquent FBAR Submission Procedures, Delinquent International Information Return Submission Procedures and, where appropriate, non-program disclosures arguing reasonable cause as a defense to all penalties).
Andrew therefore solely accepts clients with cross-border/international tax issues.
Andrew has guided dozens and dozens of clients through the collective disclosure of over $27 million in previously-unreported foreign assets; the median disclosure was $360,000 (statistics as of 1/29/2015).
Andrew serves his tax clients from six California offices (San Francisco, Palo Alto, Walnut Creek, Los Angeles, Irvine, and San Diego), and provides accounting services to his clients through international tax-focused teams in Los Angeles, California and the states of Washington and Utah. Finally, Andrew serves clients worldwide (including Washington state) on matters strictly limited to federal taxation.
Andrew earned his B.A. in Political Science from UCLA in 2003 (with a minor in Public Policy), and in 2009, earned his law degree from Loyola Law School (Los Angeles) and later that year, graduated a semester early – and with distinction – from Loyola's Master of Laws (LL.M.) in Taxation program.
His career focus on taxation began with his 2007 summer internship in the Washington, D.C. chambers of United States Tax Court Judge Mark V. Holmes. Upon his return for his second year at Loyola Law, Andrew concentrated his academic efforts in the tax field, ultimately completing 37 units of tax course work.
Talk directly to an experienced tax lawyer to quickly assess your situation.
For our San Francisco, Palo Alto or Walnut Creek offices,
For our Los Angeles office,
For our Irvine office,
For our San Diego office,
For our Seattle office,
Call us ANY day of the week, from 9 am to 9 pm, PST (after hours, leave a message for call-back the next day).
Our 7 Offices
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Irvine Office:
2102 Business Center Drive, Suite 130
San Diego Office:
600 West Broadway, Suite 700
Seattle Office:
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International Tax Attorney
Tax attorney Andrew L. Jones graduated in 2009 with a J.D. and a Master of Laws (LL.M.) in Taxation from Loyola Law School, Los Angeles, and was licensed that same year to practice law in California. Andrew limits his practice to international tax controversy, compliance, and planning, focusing in particular on IRS voluntary disclosure programs for resolving unreported and/or un-taxed foreign accounts.
About Andrew L. Jones
Pitfalls of Undeclared Foreign Financial Accounts
Copyright © 2015-2021 – Andrew L. Jones


Wallace H. Mienk was born on January 13, 1926 in Redford Township, Michigan to the late Walter and Luella Mienk. He passed away on February 8, 2019 in Commerce Township, Michigan at the age of 93.
As soon as he was old enough, Wallace enlisted in the United States Army. He served as a sharpshooter during WWII, earning the rank of Private First Class prior to his discharge. At home he provided for his family as a mail carrier with the United States Post Office. He walked his route in Detroit for 30 years. In his retirement he kept busy with family and friends. Wallace was an avid sports fan, cheering on the Detroit Lions and Tom Brady's New England Patriots. During the summer he cheered on the Detroit Tigers, and could often be found putzing in the yard, making sure every was in order and well maintained.
Wallace was the loving husband of Kathleen, who preceded him in death in 2005. Cherished father of Bonnie (RIchard) de Manincor and Ron (Pattie) Mienk. Proud grandfather of Derek (Shannon) Mienk, Melissa (Jim) Ricketts and Corey Ricketts and great-grandfather of Austin Scott, Billy Ricketts-Royer, Cameron Mienk and Caleb Mienk. He is preceded in death by one brother and two sisters.
The Mienk family will receive friends for a memorial gathering on Tuesday, February 12, 2019 from 1-4 pm at the Lynch & Sons Funeral Home, 340 N. Pontiac Trail (3 blocks south of Maple Rd) in Walled Lake.
Mr. and Mrs. Mienk will be laid to rest at Great Lakes National Cemetery in Holly, Michigan at a later date.
For those who wish to make a memorial contribution in Wallace's memory his family suggests donations to the Alzheimer's Association.
"Email Address" would like to share the life celebration of Wallace H. Mienk. Click on the "link" to go to share a favorite memory or leave a condolence message for the family.


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Post Office Act 1969
Powers and Duties of...
7Powers of the Post Office
(1)The Post Office shall have power—
(a)to provide postal services (including cash on delivery services) and telecommunication services ;
(b)to provide a banking service of the kind commonly known as a giro system and such other services by means of which money may be remitted (whether by means of money orders, postal orders or otherwise) as it thinks fit;
(c)to provide data processing services ; and
(d)to perform services for Her Majesty's Government in the United Kingdom, Her Majesty's Government in Northern Ireland or the government of a country or territory outside the United Kingdom or for local or national health service authorities in the United Kingdom.
(2)The Post Office shall have power, for the purpose of securing the effective exercise of any of the powers conferred on it by the foregoing subsection, or in connection with or in consequence of an exercise thereof, to do anything that appears to the Post Office to be requisite, advantageous or convenient for it to do, including in particular (but without prejudice to the generality of the foregoing words) power—
(a)to construct, manufacture, produce, purchase, take on hire or hire-purchase, install, maintain and repair anything required for the purposes of its business or of the business of a subsidiary of its;
(b)to construct, manufacture, produce or purchase for supply to others any articles of a kind similar to any so required and to install, maintain, repair and test for others articles of such a kind ;
(c)to provide others with the services of persons employed by it for the purpose of undertaking for them tasks of a kind which, in the course of the provision or performance by it of any service falling within the foregoing subsection, are undertaken by persons so employed;
(d)to provide, for the benefit of others, consultancy and advisory services concerning anything that it does in exercise of its powers or has power to do and facilities for the training of persons for any purpose connected with anything that it so does or has power to do;
(e)to enter into and carry out agreements with any person for the carrying on by him, whether as its agent or otherwise, of any of the activities which itself may carry on or for the carrying on jointly by him and it of any of those activities;
(f)to acquire land which is required by it for, or in connection with, the exercise of its powers or as to which it can reasonably be foreseen that it will be so required ;
(g)to dispose (whether absolutely or for a term of years) of any part of its undertaking or any property which in its opinion is not required by it for or in connection with the exercise of its powers, and, in particular, to dispose of an interest in, or right over, any property which, subject to the interest or right, is retained by it;
(h)for the purposes of its business, to subscribe for or acquire any securities of an incorporated company or other body corporate, to procure its admission to membership of an incorporated company limited by guarantee and not having a share capital, to promote the formation of an incorporated company or participate in the promotion of such a company or to acquire an undertaking or part of an undertaking;
(i)to give or lend money to, or give a guarantee for the benefit of, any person with whom it has entered into an agreement by virtue of paragraph (e) above for the purpose of enabling him to carry out the agreement and, for the purposes of its business, to give or lend money to, or give a guarantee for the benefit of, any other person for the purposes of an undertaking carried on by him or, where that person is a body corporate, an undertaking carried on by a subsidiary of its ;
(j)to do anything for the purpose of advancing the skill of persons employed by it or that of persons who, though not so employed, are engaging themselves, or have it in contemplation to engage themselves, in work of a kind in the case of which it has or may have a direct or indirect concern in the products thereof;
(k)to promote (either by prosecuting it itself or by its promoting it by others) research into matters which affect, or arise out of, the carrying on of its business, or other matters which, though not such as aforesaid, are such as to which it appears to it that advantage will or may accrue to it as a consequence of research's being prosecuted into them;
(l)to promote the doing of such work as is requisite to enable there to be turned to account—
(i)the results of research (whether promoted by it or not) into matters affecting, or arising out of, the carrying on of its business ;
(ii)the results of research promoted by it into other matters;
(m)to provide assistance (including financial assistance) to any institution or body whose activities (or any of them) are such as, in its opinion, to be of benefit to it;
(n)to carry for hire or reward passengers in vehicles used by it for the purposes of its business ;
(o)to enter into, and carry out, agreements with persons who carry on business as carriers of goods, for the carriage by it on their behalf of goods consigned to them for carriage by them ;
(p)to provide houses, hostels and other like accommodation for persons engaged in its business ;
(q)to make loans to persons employed by it (including, in particular, loans to assist them to acquire housing accommodation) and to guarantee loans made to persons so employed (including, in particular, loans made by building societies and other bodies for housing purposes);
(r)to promote recreational activities for, and activities conducing to the welfare of, persons who are, or have been, engaged in its business or have been officers, servants or agents of the Postmaster General and the families of such persons- and to assist the promotion by others of such activities;
and may turn its resources to account so far as not required for the purposes of its business.
(3)For the avoidance of doubt, it is hereby declared that the foregoing provisions of this section relate only to the capacity of the Post Office as a statutory corporation, and nothing in those provisions shall be construed as authorising the disregard by it of any enactment or rule of law.
(4)The Post Office shall not be regarded as a common carrier in respect of any of its activities.
(5)The provisions of this section shall not be construed as limiting any power of the Post Office conferred by or under any subsequent provision of this Act.
(6)Nothing in this section shall be taken to confine the exercise of the powers thereby conferred on the Post Office to the British Islands.


text:
Barrett esophagus: A sequela of chemotherapy
S. J. Spechler
Int Med - Digestv & Liver Dis
In most cases, Barrett esophagus develops when injured esophageal squamous epithelium is replaced by columnar mucosa in the abnormal environment of chronic gastroesophageal reflux. In this issue of Annals, Sartori and colleagues present compelling evidence that Barrett epithelium can also be acquired as a sequela of chronic chemotherapy with antineoplastic agents capable of inducing mucositis. Presumably, these agents injure the esophageal squamous mucosa, which, in the abnormal environment of chronic chemotherapy, is replaced by a more resistant columnar epithelium. Reflux-associated Barrett esophagus is known to predispose to esophageal cancer, and regular endoscopic surveillance for this tumor is advised for affected patients. The risk for malignancy in patients with a columnar cell-lined esophagus induced by chemotherapy is not known, and hence the need for regular endoscopic surveillance in such patients has not been established. Specific recommendations for patient management cannot be made until further studies elucidate the risks associated with chemotherapy-induced Barrett esophagus.
Annals of internal medicine
https://doi.org/10.7326/0003-4819-114-3-243
10.7326/0003-4819-114-3-243
Dive into the research topics of 'Barrett esophagus: A sequela of chemotherapy'. Together they form a unique fingerprint.
Barrett Esophagus Medicine & Life Sciences 100%
Drug Therapy Medicine & Life Sciences 48%
Epithelium Medicine & Life Sciences 31%
Esophageal Mucosa Medicine & Life Sciences 27%
Mucositis Medicine & Life Sciences 25%
Gastroesophageal Reflux Medicine & Life Sciences 21%
Esophageal Neoplasms Medicine & Life Sciences 21%
Antineoplastic Agents Medicine & Life Sciences 19%
Spechler, S. J. (1991). Barrett esophagus: A sequela of chemotherapy. Annals of internal medicine, 114(3), 243-244. https://doi.org/10.7326/0003-4819-114-3-243
Barrett esophagus : A sequela of chemotherapy. / Spechler, S. J.
In: Annals of internal medicine, Vol. 114, No. 3, 01.01.1991, p. 243-244.
Spechler, SJ 1991, 'Barrett esophagus: A sequela of chemotherapy', Annals of internal medicine, vol. 114, no. 3, pp. 243-244. https://doi.org/10.7326/0003-4819-114-3-243
Spechler SJ. Barrett esophagus: A sequela of chemotherapy. Annals of internal medicine. 1991 Jan 1;114(3):243-244. doi: 10.7326/0003-4819-114-3-243
Spechler, S. J. / Barrett esophagus : A sequela of chemotherapy. In: Annals of internal medicine. 1991 ; Vol. 114, No. 3. pp. 243-244.
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title = "Barrett esophagus: A sequela of chemotherapy",
abstract = "In most cases, Barrett esophagus develops when injured esophageal squamous epithelium is replaced by columnar mucosa in the abnormal environment of chronic gastroesophageal reflux. In this issue of Annals, Sartori and colleagues present compelling evidence that Barrett epithelium can also be acquired as a sequela of chronic chemotherapy with antineoplastic agents capable of inducing mucositis. Presumably, these agents injure the esophageal squamous mucosa, which, in the abnormal environment of chronic chemotherapy, is replaced by a more resistant columnar epithelium. Reflux-associated Barrett esophagus is known to predispose to esophageal cancer, and regular endoscopic surveillance for this tumor is advised for affected patients. The risk for malignancy in patients with a columnar cell-lined esophagus induced by chemotherapy is not known, and hence the need for regular endoscopic surveillance in such patients has not been established. Specific recommendations for patient management cannot be made until further studies elucidate the risks associated with chemotherapy-induced Barrett esophagus.",
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N2 - In most cases, Barrett esophagus develops when injured esophageal squamous epithelium is replaced by columnar mucosa in the abnormal environment of chronic gastroesophageal reflux. In this issue of Annals, Sartori and colleagues present compelling evidence that Barrett epithelium can also be acquired as a sequela of chronic chemotherapy with antineoplastic agents capable of inducing mucositis. Presumably, these agents injure the esophageal squamous mucosa, which, in the abnormal environment of chronic chemotherapy, is replaced by a more resistant columnar epithelium. Reflux-associated Barrett esophagus is known to predispose to esophageal cancer, and regular endoscopic surveillance for this tumor is advised for affected patients. The risk for malignancy in patients with a columnar cell-lined esophagus induced by chemotherapy is not known, and hence the need for regular endoscopic surveillance in such patients has not been established. Specific recommendations for patient management cannot be made until further studies elucidate the risks associated with chemotherapy-induced Barrett esophagus.
AB - In most cases, Barrett esophagus develops when injured esophageal squamous epithelium is replaced by columnar mucosa in the abnormal environment of chronic gastroesophageal reflux. In this issue of Annals, Sartori and colleagues present compelling evidence that Barrett epithelium can also be acquired as a sequela of chronic chemotherapy with antineoplastic agents capable of inducing mucositis. Presumably, these agents injure the esophageal squamous mucosa, which, in the abnormal environment of chronic chemotherapy, is replaced by a more resistant columnar epithelium. Reflux-associated Barrett esophagus is known to predispose to esophageal cancer, and regular endoscopic surveillance for this tumor is advised for affected patients. The risk for malignancy in patients with a columnar cell-lined esophagus induced by chemotherapy is not known, and hence the need for regular endoscopic surveillance in such patients has not been established. Specific recommendations for patient management cannot be made until further studies elucidate the risks associated with chemotherapy-induced Barrett esophagus.
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JF - Annals of Internal Medicine


He is the one who will represent the party. We will support him and ensure his policies are fulfilled to make the living conditions of Ghanaians better,'' he added. Meanwhile, the party has rescheduled its national delegates conference to July 6th – 8th. It was originally scheduled for June 14, 2018.
Aside the date which has been rescheduled, every other arrangement pertaining to the organization of the Conference including the venue and electoral arrangements, remain unchanged", he said.


© 2017 Makoto Kato, Luna Yamamori, Ryutaro Goto, Remi Tsubaki, Ken Ohsuga.
A new tellinid species, Pharaonella amanyu sp. n., is described from sand banks around Amami Islands, the Ryukyu Archipelago, in southern Japan. A molecular phylogenetic analysis suggests that this new species is closely related to P. sieboldii. This species has long siphons and lives buried deep in well-sorted white sand syntopically with Tonganaella tongana. These rare, large tellinid species are indicators of unspoiled tidal/subtidal sand flats, which should receive the highest priority conservation in the Ryukyu Archipelago.
Coral reef ecosystems often contain sand flats in which the sediments are mainly composed of coral sand. Even though the biodiversity of tropical coral reefs is both extremely high and the species themselves sometimes endangered (Robert et al. 2002), the biodiversity of the sand flats within coral reef ecosystems has not yet been fully explored. Edateku Island is an uninhabited island facing Amami-Oshima Island across a strait located in a coral reef ecosystem of the northern Ryukyu Archipelago. The east coast of Edateku Island harbours an unspoiled sand flat with well-sorted sand grains inhabited by gobioid sand darts (Tsubaki and Kato 2009). To assess the conservation value of this sand flat, we have conducted an extensive survey of the molluscan biodiversity.
The sand flat is characterised by a diverse fauna of tellinid bivalves, which are surface deposit feeders with colourful thin shells and long extensible siphons. The genus Pharaonella (Lamy, 1918) and the recently described Tonganaella Huber, Langleit & Kreipl, 2015 are both characterised by large narrow shells with rostration posteriorly, and both occur in tidal and subtidal sandy substrata, where they are buried deeply and extend their long siphons up to the surface of the sediment. In these genera, four species are presently known from Japan: T. perna (Spengler, 1798); T. tongana (Quoy & Gaimard, 1835); P. aurea (Perry, 1811); P. sieboldii (Deshayes, 1855). In this survey on Edateku Island, several shells of an unidentified tellinid species belonging to one of these genera were collected. The shells resemble the Pharaonella sp. reported from Amami Islands by Nawa (2008) and interpreted as a putative new species. Taxonomic study of this species has been impeded by its rarity and the lack of live specimens for anatomical examination. At last in 2013, a live specimen of this species was found. Morphological and anatomical observations suggest that it belongs to the genus Pharaonella. To clarify the specific status and phylogenetic position of the new species, we made molecular phylogenetic analyses of Pharaonella species and related taxa in Tellinidae.
In this paper, this bivalve is described as a new species, its special habitat reported, and the conservational priority of the unspoiled intertidal/subtidal sand banks bounding a strait between coral reefs is emphasised.
An intertidal/subtidal sand flat is present along the eastern coast of Edateku Island in the northern Ryukyu Archipelago, Kagoshima Prefecture, Japan (28°17'26.08"N, 129°13'9.09"E) (Fig. 1). The sediment of the sand flat is well-sorted white sand derived from comminuted corals (Fig. 2A), and the sand flat is inhabited by infaunal organisms, the most characteristic of which are the sea cucumbers Bohadschia bivittata (Fig. 2B) and Holothuria leucospilota (Holothuriidae), the spatangoid sea urchin Metalia sternalis (Brissidae), the lancelet Branchiostoma belcheri (Branchiostomidae, Fig. 2E) and the fishes Kraemeria cunicularia (Kraemeriidae) and Trichonotus elegans (Trichonotidae) (Fig. 2F).
The locality of Pharaonella amanyu sp. n. in the Amami Islands, Ryukyu Archipelago. The sand flat constituting the type locality of this new species is shown by an arrow.
To characterise the molluscan biodiversity of the sand flat, we sampled the molluscs, particularly the tellinid bivalves, by digging the sand with shovels at low tide during the spring tides in May or June each year from 2005 to 2016. Three Tonganaella/Pharaonella species were found in these samples: T. perna (Spengler, 1798), T. tongana (Quoy & Gaimard, 1835) (Fig. 2D), plus an unidentified species (Fig. 2C). The third species was very rare, and live specimens were not collected until 26 May 2013. The body of this species was preserved in 99% ethanol, and was utilised for malacological and genetic analyses.
A panorama of the sand flat of Edateku Island at spring low tide (A) and the sand-dwelling organisms therein (B–F): B Bohadschia bivittata C Pharaonella amanyu D Tonganaella tongana E Branchiostoma belcheri F Trichonotus elegans.
Sequence data were obtained for the mitochondrial cytochrome c oxidase subunit I (COI) gene, nuclear 28S ribosomal RNA (28S rRNA) gene, and nuclear histone 3 (H3) gene of five tellinid species: two Pharaonella, two Tonganaella and one Tellinides species (Table 1). Total DNA was isolated from adductor muscle tissue following a previously described method (Sokolov 2000). We sequenced fragments of the mitochondrial COI gene, 28S rRNA gene and H3 gene. Polymerase chain reaction (PCR) was used to amplify ~700 bp of COI using the universal primers LCO1490/HCO2198 (Folmer et al. 1994), ~1000bp of 28S rRNA gene using the primers D1 (Colgan et al. 2003) and D3 (Vonnemann et al. 2005) and ~350bp of H3 using the primers H3F/H3R (Colgan et al. 1998). Sequencing reactions were performed using the PCR primers for COI gene and H3 gene, and PCR primers and additional sequencing primers, D2F (Vonnemann et al. 2005)/C2R (Dayrat et al. 2001), for 28S rRNA gene, with a BigDye Terminator Cycle Sequencing Ready Reaction Kit (Applied Biosystems, Foster City, CA) on an ABI 3130 sequencer (Applied Biosystems). The obtained sequences were deposited in the DDBJ/EMBL/GenBank databases with accession numbers (Table 1).
A list of bivalve species analyzed for genetic sequences of three genes (COI, 28S rRNA and H3).
The sequences were aligned using Muscle (Edgar 2004) as implemented in Seaview software (Galltier et al. 1996; Gouy et al. 2010) using the default settings. Gblocks v0.91b (Castresana 2000; Talavera and Castresana 2007) was employed to eliminate the ambiguously aligned regions of the 28S sequence. The sequence length of the 28S gene before and after Gblocks treatment was 1046 and 1005, respectively. Alignments of the COI gene and H3 gene did not contain insertions or gaps and were therefore unambiguous.
Bayesian and maximum likelihood (ML) phylogenetic analyses were performed based on the combined data set (28S + COI + H3) using MrBayes 3.1.2 (Ronquist and Huelsenbeck 2003) and RAxML version 7.4.2 (Stamatakis 2006) implemented in raxmlGUI ver.1.31 (Silvestro and Michalak 2012). We selected the model GTRGAMMA for RAxML analysis and used the software Kakusan4 (Tanabe 2011) to choose the appropriate models for the MrBayes analysis. The models selected for the MrBayes analysis were GTR_GAMMA for 28S gene, HYK85_GAMMA, GTR_GAMMA and F81_GAMMA for each codon of COI, and GTR_GAMMA for the first codon of H3 gene and J69_Homogenoeous for the second and third codon of H3 gene.
Pharaonella amanyu Kato & Ohsuga, sp. n.
Shell. Shell elongate, narrow, subequilateral; inequivalve; anterior section longer than posterior section (Fig. 3A–C); posterior end rostrate, slightly twisted to right (Fig. 3E); weakly gaping posteriorly; left valve glossy, smooth, with faint radials; right valve weakly commarginal ridged on rostrum; exterior color orange to pink, sometimes with fine pale rays emanating from umbo (although the colour of the shell tends to fade once the animal has died); periostracum thin, shiny, slightly iridescent; interior orange to pink with yellow tint in central section; umbones small, posteriorly displaced and touching each other; hinge ligament external, short, and situated in ligamental groove; right valve hinge with 2 elongate lateral teeth, 1 oblique anterior cardinal tooth plus 1 bifid posterior cardinal tooth (Fig. 3F); left valve hinge with 2 distal elongate laterals, 1 trigonal anterior and 1 laminate posterior cardinal tooth (Fig. 3G); posterior edentulous space expanded in both valves; pallial sinus reaching horizontal midline in height of the shell and extending beyond vertical midline in length, confluent with pallial line at middle of shell (Fig. 3D); adductor muscle scars subequal and suborbicular.
Right (A, C, F, H, K, M, N), left (B, D, G, I), and paired (E, J, L) valves of tellinid species: A–G Pharaonella amanyu H–J Tonganaella tongana K–L T. perna M P. aurea N P. sieboldii. Scale bar 10 mm.
Anatomy. Mantle and foot orange, thus similar to colour of shell (Fig. 4A), contrasting with creamy white of those of Tonganaella tongana (Fig. 4B). Excurrent and incurrent siphons long, similar to each other in length. Siphons able to be extended further than shell length when alive.
Anatomy of live specimens of Pharaonella amanyu (A) and Tonganaella tongana (B). Abbreviations: aa, anterior adductor muscle; de, demibranch; es, excurrent siphon; ft, foot; go, gonad; is, incurrent siphon; pa, posterior adductor muscle; pl, palp. Scale bar 10 mm.
Labial palps well developed in comparison with demibranchs. Outer and inner hemipalps elongate-triangular (Fig. 5A), posterior extension of hemipalp weaker than those of T. tongana (Fig. 5B) and P. sieboldii (Fig. 5C). Inner surfaces of hemipalps have palp folds, which originating from hemipalp intersection spreading toward palp dorsal edge; folds becoming relatively wider distally; distal edges of folds of outer hemipalp form swellings (Fig. 5A).
Right hemipalps with outer one reflected: A Pharaonella amanyu B Tonganaella tongana C P. sieboldii. Scale bar 5 mm.
Holotype: NSMT-Mo 78982, paired valves, length 69 mm, height 32 mm (Figs 3A, B, E, 4A), collected alive by M. Kato on 26 May 2013. Paratype: NSMT-Mo 78983, right valve, length 80 mm, height 36 mm (Fig. 3C, G), collected by K. Ohsuga on 28 April 2006; KUZ-Z1878, left valve, length 73 mm, height 33 mm (Fig. 3D, F), same data as the former paratype; KUZ-Z1879, right valve, length 77 mm, height 34 mm, collected by K. Ohsuga at type locality13 July 1995.
Edateku Island, Uken, Kagoshima Prefecture, Japan (28°17'26.08"N, 129°13'9.09"E); in sand of subtidal sand bank.
In addition to the type locality, the species has also been recorded at Kasari Bay on Amami-Oshima Island, but only by empty shells.
The epithet amanyu alludes to the mythical archaic peaceful era of Amami Islands, symbolising the undisturbed coastal ecosystem harbouring this bivalve species. It is used as a noun in apposition.
The bivalve was found deeply buried (about 15 cm) in subtidal sandy bottom.
For molecular phylogenetic analysis, COI, 28S rRNA, and H3 sequence data were compared for several Tonganaella and Pharaonella species (Table 1). To examine the phylogenetic relationships among these species, outgroup species belonging to the Tellinidae and Semelidae were selected from GenBank. The phylogenetic analysis based on the combined data set (COI+28S+H3) (Fig. 6) suggested that Pharaonella and two Tonganaella species formed a monophyletic clade whereas the Tonganaella species were not monophyletic. The tree also suggests that P. amanyu is a distinct species most closely related to P. sieboldii. The single morphological characteristic that is unique to Pharaonella is the set of commarginal grooves on the right shell valve (Huber et al. 2015). In P. amanyu, this sculptural element is present only at the beak.
Bayesian tree of Pharaonella and Tonganaella species based on sequences of COI, 28S rRNA, and H3 genes. The numbers above the branches are Bayesian posterior probabilities followed by maximum likelihood bootstrap support values.
Both morphological and molecular phylogenetic analyses suggest that the new species should be assigned to the genus Pharaonella. The morphological characteristic unique to Pharaonella is the commarginally grooved sculpture of right shell valves (Huber et al. 2015), a feature exhibited by the new species. In P. amanyu sp. n. this sculpture is confined to the beak of right shell valve. The new species is distinguished from the other Japanese Pharaonella species (P. aurea and P. sieboldii), by their much narrower shells with longer rostrations (Table 2).
Nawa (2008) illustrated a Pharaonella sp. specimen collected in Amami Island, and Huber et al. (2015) suggested that this specimen might be Pharaonella dialeuca (Deshayes, 1855), a species described from West Malaysia. Pharaonella dialeuca differs from P. amanyu as follows: (1) the shell of P. dialeuca is narrower than P. amanyu , (2) P. dialeuca has two white rays on shells but P. amanyu has numerous thin pale rays, (3) the commarginally grooved sculpture of right shells occurs on the posterior half in P. dialeuca but confined in beak in P. amanyu (Table 2). In the Philippines, a somewhat similar orange colored tellinid is illustrated as "Tellina (Pharaonella) perna" in Springsteen and Leobrera (1986). The specimen has broad shells (the length/height ratio being 1.94) and so it differs from the narrower T. perna, P. dialeuca, and P. amanyu (Table 2).
Although P. amanyu resembles Tonganaella species, it can be separated from T. perna by the orange colour of shells (white, yellowish or pinkish in T. perna) and the long anterior part of the shell (the posterior part is longer than the anterior part in T. perna), and from T. tongana by the orange colour of the shells and the absence of pink rays at the umbones (Table 2). Our molecular phylogenetic analyses also suggest that the genus Tonganaella is not monophyletic and should be synonymised under Pharaonella, but this synonymy is not undertaken here because further morphological studies would be necessary.
Morphological characters of Tonganaella and Pharaonella species.
It is remarkable that such a large bivalve living near the tidal zone has not been described until now. Among marine bivalves, there are several local endemic species confined to coastal ecosystems in the Ryukyu Archipelago: Gafrarium yukitai Habe, 1977 (Veneridae), Peregrinamor gastrochaenans Kato & Itani, 2000 (Galeommatidae), and Merisca monomera Habe, 1961, Semelangulus lacrimadugongi Kato & Ohsuga, 2007 (Tellinidae). The habitats of these endemic species are sandy or muddy tidal flats around estuaries, and the new species may provide another example of these endemic species confined to the Ryukyu Archipelago.
The type locality of the new species is the sand flat at Edateku Island, which is formed by clean white coarse sand lying along a narrow strait and harbours diverse characteristic sand-burrowing organisms such as sea cucumbers, spatangoid sea urchins, lancelets, fishes and molluscs such as terebrid, olivid, and naticid snails, and tellinids. It is noteworthy that one Pharaonella and two Tonganaella species should be recorded from the sand flat, because many of the tellinid bivalve species are now threatened in the Ryukyu Archipelago (Nawa 2008; Okinawa Prefecture 2017). Although tellinid bivalves are often abundant in seagrass beds within coral reef ecosystems, only small stands of seagrass exist at the Edateku sand flat. In addition to the new species, Tonganaella tongana is also a rare species that is now found at only a few sites such as this sand flat and Oura Bay, where reclamation is planned (Diving Team Snack Snufkin 2015). The discovery of the new species, P. amanyu, reinforces the significance for conservation value of these sandy habitats in the Ryukyu Archipelago.
Sandy intertidal/subtidal flats and sandbanks form in inland seas along straits where tidal currents are strong (Takasugi et al. 1994). In the Seto Inland Sea of Japan, many sand flats and sand banks were found, harbouring characteristic sand-dwelling organisms such as lancelets (Branchiostoma belcheri) and sand lances (Ammodytes personatus). Although these sandy habitats are fundamental to ensuring the productivity of coastal waters and to sustaining the fishery resources of inland seas, most such habitats disappeared between 1970–2000 in Japan because of sand mining (Yoshino et al. 2006). In the Amami Islands also, ongoing sand mining is a serious problem for the conservation of coastal ecosystems. To conserve the biodiversity of the sand flat ecosystem of Edateku Island, sand mining must be prohibited in the strait between Edateku Island and Amami-Oshima Islands.
The authors thank the Fisherman's Union of Uken Village for permitting and helping us to study the marine fauna at the sand flat of Edateku Is., and Dr Richard C. Willan and Dr Lisa Kirkendale for their helpful comments on our manuscript. This research was supported in part by a Ministry of Education, Science, Sports and Culture, Grant-in-Aid for Scientific Research (A) 2010–2014 (22247003, awarded to M. Kato).
Diving Team Snack Snufkin (2015) Organisms in Oura Bay. Nanpou Shinsya Kagoshima, Japan, 123 pp.
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Writing at Essence, The Root's contributing editor Demetria L. Lucas says the "blame the woman" mantra is as dangerous as it is damaging — in the Petraeus scandal and beyond.
Surely you've been following the fallout from ex-CIA director David Petraeus' affair. You can hardly turn on a news channel without seeing a salacious update. Given that Petraeus' gigantic screwup has led to repercussions beyond anyone's juiciest imagination, so many of us have been wondering just why he did it. The usual motivations have been cited: because he could, because of a midlife crisis, and obviously because he thought he wouldn't get caught — an especially baffling outlook as he was the leader of the Central Intelligence Agency, whose mission it is to know all manner of things it is not supposed to.
During the guessing, another, less kind reason for Petraeus' affair has been cited. It's about his wife, Holly, his spouse of more than 37 years. News sites and bloggers have been kind enough not to go on record saying it, but commenters have not been so polite. They say Petraeus cheated because his wife "let herself go." Over on Voxxi, a story about Mrs. Petraeus' charitable work on behalf of military families devolved into a lengthy critique of her looks, with suggestions on how she could improve her image and possibly save her marriage.
I'm sorry, what? This "blame the woman" mantra is as pervasive as it is stupid as it is damaging. Not only it is victim-blaming and sexist (and it ignores that Petraeus himself is no prize package), but it also puts forth the idea that as women there's really something we can do to stop men from cheating, other than, you know, not dating, committing or marrying ever. That's not to say that all men cheat. It is to say that there's nothing you do to make your partner cheat, and there's also nothing you can do to stop him from cheating.


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Title: Ben Affleck - "Batman vs Superman: Dawn of Justice"
Description: Batman vs Superman: Dawn of Justice
Diane Lane, Laurence Fishburne, Amy Adams, Henry Cavill, Ben Affleck, Gal Gadot, Jesse Eisenberg, Holly Hunter
Q: For Ben, how much pressure did you feel in accepting to play the role of Batman? Ben Affleck: For me, there was really enough material in the screen play that Chris (Terrio) wrote and with Zack (Synder) direction there was plenty for me to grab onto and to use my imagination to build this character.