Thursday, September 19, 2019
Asset Purchase Agreement :: Agreements Assets Purchases Essays
Asset Purchase Agreement      This Agreement entered into this the _____ day of ______________, 20___ by and among __________, a corporation organized under the laws of the State of ______________ (hereinafter "Seller"), ______________ (hereinafter individually and collectively "Selling Shareholder(s)") and ______________, a ___________ corporation (hereinafter "Buyer").      WHEREAS, Seller operates a business primarily engaged in the __________________; and      WHEREAS, Seller owns equipment, inventory, contract rights, and miscellaneous assets used in connection with the operations of its business; and      WHEREAS, Buyer desires to acquire substantially all of the assets used or useful, or intended to be used in the operation of Sellers business and Seller desires to sell such assets to Buyer; and      WHEREAS, the Selling Shareholder(s) are the sole shareholder(s) of Seller.      NOW, THEREFORE, in consideration of mutual covenants contained herein and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: SECTION 1.     ASSETS PURCHASED; LIABILITIES ASSUMED      1.1      ASSETS PURCHASED.     Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller, on the terms and conditions set forth in this Agreement the following assets ("Assets"):      1.1.1     All equipment, rolling stock, and tools miscellaneous inventory listed on Exhibit "A", together with any replacements or additions to the equipment, etc. made prior to the closing date.           1.1.2     All inventories and supplies owned by Seller together with any replacements or additions to the inventories made prior to the closing date, but excluding inventory disposed of in the ordinary course of Seller's business.      1.1.3     Seller's goodwill.      1.2     NO ASSUMPTION OF LIABILITIES.     Buyer shall not be responsible for any unfilled orders from customers of Seller nor shall Buyer assume responsibility of payment for other obligations of Seller, including but not limited to, Seller's obligations under any lease, contract or account.                [alternative provision: Buyer assumes all disclosed liabilities of Seller except the following:                          a.] SECTION 2.     EXCLUDED ASSETS           Excluded from this sale and purchase are Seller's accounts receivable, cash, notes receivable, prepaid accounts and land and any and all other assets except those listed on Exhibit "A".                [alternate provision: Buyer is acquiring all assets of the Seller except:                          a. ] SECTION 3.     PURCHASE PRICE FOR ASSETS      The purchase price for the assets shall be $00,000.00, allocated as follows: 1.     Equipment, contracts, rolling stock,      inventory and other personal property                $00,000.00 2.     Goodwill                                    $ 0,000.00                                    TOTAL     $00,000.00      Buyer shall be responsible for all sales and transfer taxes associated with the contemplated transaction; provided, however, Seller agrees to execute or provide whatever documents are necessary for Buyer to have transferred to it and receive credit for any balance remaining on the vehicle tags of Seller.
A Critique Of d-day June 6,1944: The Climatic Battle Of Wwii :: essays research papers fc
The book D-Day June 6, 1944: The Climactic Battle of World War II was written by Stephen E. Ambrose, and published by Simon & Schuester in New York. This book begins with a prologue that is followed by 32 chapters, a glossary, endnotes, a bibliography, an appendix, and an index. The first ten chapters give the events that lead up to D-Day, it discusses a variety of topics ranging from, general topics like the attackers and the defenders, to topics like what kind of weather conditions would be necessary for the invasion. Chapters 11 through 14 discuss the air invasion that occurred shortly after midnight, and the air and naval bombardment of the beaches prior to the infantry landing on the Normandy shore. Chapters 15 through 25 cover the landings on the beaches and the struggles of the American forces to get up the bluffs and inland. Chapter 26 titled "The World Holds Its Breath", is exactly what it says, it gives a view of the home front during the invasion. Chapters 27 through 31 talk about other allied landings on the beaches. Chapter 32 ends the book by giving a summary of the accomplishments of D-Day, and giving the general feelings toward the success of the invasion after the first day of fighting. This book was written to provide everyone with an up close and personal view of WWII.The first two chapters on the book are titled " The Attackers" and "The Defenders". In these two chapters the author talks about the warring nations. The Germans who originally used blitzkrieg style warfare to remove the allied powers from Europe, by 1944 had dug in, and was now a complete opposite of what they once were. This would have probably worked just fine had the Nazis not conquered more territory than they could defend. Hitler knew that an invasion was immanent and that if he could send the allies back into the channel with great loses it would take months to organize another attempt, and hopefully by then Roosevelt and Churchill, would be gone. The allies had to penetrate Hitler’s Atlantic Wall. This stacked the deck in Hitler’s favor, because the Allies would have to cross the English Channel an make an amphibious assault on the German fortifications. Prior to WWII there had only been two times that an attack such as this was successful One was led by Julius Ceaser, and the other was led by William the Conqueror.
Wednesday, September 18, 2019
The Threat of Anne Hutchinson Essay -- essays research papers
The Threat of Anne Hutchinson      In Puritan led Massachusetts Bay Colony during the days of Anne Hutchinson was an intriguing place to have lived. It was designed ideally as a holy mission in the New World called the â€Å"city upon a hill,†a mission to provide a prime example of how protestant lives should have subsisted of. A key ingredient to the success of the Puritan community was the cohesion of the community as a whole, which was created by a high level of conformity in the colony. Puritan leaders provided leadership for all facets of life; socially, economically, religiously, and even politically. A certain hierarchy was very apparent in the Massachusetts Bay Colony, in which ministers always seemed to have gotten their way. Governor Winthrop got his way in 1637 by banishing a woman, Anne Hutchinson, whom he thought posed a threat to the structure of the colony. I believe that there is a legit rationale for her banishment, this being her religious ideas that were very close to tha t of the Antinomians who Governor Winthrop was not too fond of. I also think that this was not the primal reason. In my mind, Anne’s gender played a large role in determining whether or not she actually posed a serious threat to the solidarity of Massachusetts.      Upon her arrival to the Massachusetts Bay Colony in 1634, Anne Hutchinson was a much respected member of her community. As time went on, her dealings with the religion began to be...
Tuesday, September 17, 2019
Short-Term Memory: The Second Stage in Memory Processing
Introduction to Psychology Psychology 101, Section 8 October 26, 2010 Short-Term Memory The short-term memory is the lead to our long lasting remembers. Short-term memory is the second stage in the memory processing (Huffman). The short-term memory is the part of the memory that temporarily stores and processes information from the sensory memory and holds it until it decides if the information will be sent to the third stage or long-term memory (Huffman). The short-term memory stores a mixture of perceptual analyses information (Huffman).The short-term memory works in different ways to increase its small capacity; it uses rehearsal and chunking to be able to remember more things at once (Huffman). Rehearsal is when a person repeats information over and over again to maintain it fresh in the memory and chunking is grouping separate pieces of information into a single group (Huffman). The short-term memory is also known as the â€Å"working memory†because it’s always re ceiving information from the sensory memory and sending to the long-term memory (Huffman).I will be discussing the difference between short-term memory and long-term memory, the theory of decay, and the working memory. Difference The main difference between short-term memory and long-term memory is the capacity that each one has. According to Michael E. Martinez the two memories work together a cognitive architecture or the mind’s basic structure. In the short-term memory a person can only think of a few ideas at a time (Martinez). One of the characteristics of the short-term memory is that is small compare to the long-term memory which has a larger capacity (Martinez).Information flows between the short-term memory to the long-term memory, depending on the direction and different kinds of thinking results (Martinez). Short-term memory is the route entry to long-term memory or the holding template until the long-term memory processes are complete (Lewis). One example the Mart inez gives is when information flows from short-term memory into long-term memory it produces learning. When information leaves flows from long-term memory back to short-term memory is called recognition or recall, which happens whenever we think about a previously known fact, person, or event (Martinez).Each memory has it’s owe limitations; the short-term memory has a small capacity making it hard to think about many things at once, while the long-term memory does not record experience completely and accurately (Martinez). Unlike the long-term memory the short-term memory has chunking, which allows the short-term memory to hold more and more information. The capacity does not change but chunk grows in complexity which allows the short-term memory to handle more data (Martinez). DecayDecay is a theory that has a long history in accounting for forgetting (Berman, Jonides, and Lewis). This is said to happen because as time passes, information in the memory erodes and is less av ailable for retrieval (Berman, Jonides, and Lewis). Berman, Jonides, and Lewis present different experiment to examine if decay is a cause of forgetting. One study that they present is the classic study of Peterson and Peterson (1959): â€Å"Consider the classic study of Peterson and Peterson (1959), originally thought to provide strong evidence for decay.In this experiment, participants were given a letter trigram to store, followed by a retention interval that varied from 3 to 18 s. During the retention interval, participants were required to count backward by threes to prevent rehearsal of the memorandum. Following the retention interval, participants recalled the item in memory. Peterson and Peterson found that performance declined as retention intervals increased, and the authors attributed this decline to increasing decay of the memory trace with increasing time.The attribution of this effects to decay mechanism is, however, suspect. †The arguments that counting backwa rd could not be a source of interference because their secondary task differed from the item to be stored in memory (Berman, Jonides, and Lewis). But the case is that counting task requires short-term memory retention, which is the main memory task (Berman, Jonides, and Lewis). Another problem in assessing the role of decay on short-term memory is the habitual tendency of rehearse materials that are to retain (Berman, Jonides, and Lewis).An example that Berman, Jonides, Lewis give is when we look up a phone number in the directory and then walk to the phone, we rehearse the number in our head until it is dialed. They are trying to come up with different techniques to prevent rehearsal, to get an accurate gauge of whether decay has an effect on memory (Berman, Jonides, and Lewis). Working Memory Theory based research has revealed that working memory is a system that allows a person to maintain task goals, update memory to meet current demands, and to separate memory to form relations hips (Shelton, Matthews, Hill, and Gouvier).The working memory is also referred to a general purpose system that is responsible for the active task or goal relevant information while simultaneously processing other information (Unsworth, Spillers, and Brewer). The general purpose system includes: problem solving, reading, coordination and planning, and the basic intellectual functions, which leads to research on the capacity of the working memory (Unsworth, Spillers, and Brewer). â€Å"Beginning with Daneman and Carpenter (1980), most researchers have utilized complex working memory span tasks in which to-be-remembered items are interspersed with some processing activity. For nstance, in the reading span task participants attempt to remember words or letters while reading and comprehending sentences. These tasks can be contrasted with simple memory span tasks in which TBR items are presented without any additional processing activities.The complex span tasks nicely capture the idea that the of processing and storage are needed to fully understand the essence of working memory and tap its capacity. Furthermore, these tasks can be used to estimate an individual’s working memory capacity and examine the correlation between this capacity and other important cognitive abilities (Unsworth, Spillers, and Brewer). The possible that the complex span tasks do not file overall resources abilities but rather that the processing task displaces items from the working memory (Unsworth, Spillers, and Brewer). Also according to the task-switching view, a person may place an item in the working memory, and a rapid switching mechanism is needed to refresh the item before it is lost due to decay (Unsworth, Spillers, and Brewer). The faster the information can be complete and switch back to decaying representations, the better the overall performance will be (Unsworth, Spillers, and Brewer).There is also a difference in the amount of capacity from individual to individual (Unsworth, Spillers, and Brewer). There are two components that individuals may differ on: first component is the need to actively maintain information over the short term and the second is the need to retrieve information that could not be actively maintain due to a large number of incoming items (Unsworth, Spillers, and Brewer). The short-term memory has it’s mysteries due to the amount of information that one can keep and pass on.One thing is for sure is that without it we will not know what information are relevant for one to keep or decay. Now one can understand the relationship and difference between short-term and long-term memory, the theory of decay, and why the short-term memory is the working memory.References Berman, M. , Jonides, J. , & Lewis, R. (2009). In search of decay in verbal short-term memory. Journal of Experimental Psychology: Learning, Memory, and Cognition,35(2), 317-333. doi:10. 1037/a0014873. Retrieved from Academic Search Premier database. Huffman, K. (2010). Memory,(9th ed. Psychology in action. (242-275) Hoboken, NJ: John Wiley & Sons, Inc. Lewis, D. (1979). Psychobiology of active and inactive memory. Psychological Bulletin, 86(5), 1054-1083. doi:10. 1037/0033-2909. 86. 5. 1054. Retrieved from Academic Search Premier database. Martinez, M. (2010). Human Memory The Basics. Phi Delta Kappan, 91(8), 62-65. Retrieved from Academic Search Premier database. Shelton, J. , Elliott, E. , Matthews, R. , Hill, B. , & Gouvier, W. (2010). The relationships of working memory, secondary memory, and general fluid intelligence: Working memory is special. Journal of Experimental Psychology: Learning, Memory, and Cognition, 36(3), 813-820. doi:10. 1037/a0019046. Retrieved from Academic Search Premier database. Unsworth, N. , Spillers, G. , & Brewer, G. (2010). The contributions of primary and secondary memory to working memory capacity: An individual differences analysis of immediate free recall. Journal of Experimental Psycho logy: Learning, Memory, and Cognition, 36(1), 240-247. doi:10. 1037/a0017739. Retrieved from Academic Search Premier database.
Monday, September 16, 2019
A portfolios country exposure management
The episode of modern-globalization is one characterized by new sources of global funds flow. Multinational enterprises from developing countries are now starting to make investments from other developing countries. This has produced positive effects both for the private sector and policy makers in a given developed together with developing countries.The theoretical framework adopted by these developing countries is that based on the ownership/location/internationalization (OLI) theory. This paper deals with the issues of export expansion and prolific capacity creation in developing countries.It tends to provide an analytical framework to help in understanding the internationalization process of enterprises in the developing countries. It further applies this framework to analyze the experiences of such enterprises. House-hold appliances producers are also moving towards rising economies either by use of the off-shore practices from OECD-based companies or by use of the coming out an d fast internationalization of innovative brand producers in up coming countries themselves (Rodriguez, 2007).This paper helps us understand the diversities of corporate strategies and those at the back of the internationalization process. An astounding and typical feature of this new wave of internationalization process is its speed and the capacity of the latecomers companies to leverage on the prospect for learning presented by a more unified economy.These latecomer companies were able to leverage their strategic partnership with recognized MNEs to improve their operations and hence were able to move from production of simple goods into products lines made using their own design, branding and marketing. They always take global competition as an opening to build on their capacities and shift into further cost-effective industry fragments.The latecomer companies are mainly able to internationalize and to take hold of resources and have a competitive advantage over other firms. This is a producer-driven global value chain marked by advance technology and speedy delocalization to developing countries, where not only production costs are lower but demand growth rates are higher. It is expected that the established growth in developing countries tend to determinate and recompense for the slow demand in OECD countries, where market infiltration rate is higher and the market is driven strictly by demand for substitutes.Their experience has shown throughout that there are still many strategies and ways for going global. The good example of firms which were able to successfully improve their operations consists of the Mabe in Mexico, Arcelik in Turkey and Haier in China.The latecomer’s firms have found innovate new ways of harmonizing their strategies which involved providing contract services, licensing new technology and forming joint ventures and strategic alliances. Through implementation of these strategies, latecomers firms were able to secure a place wh ich is developing in global economy as they were able to leverage resources from the strength of others (Rodriguez, 2007).These internationalization strategies formed a basis for exit from the traditional view on globalization as it was intended to enhance the firm’s resource base as opposed to exploitation of existing asset a view highly held by traditional firms. The sources of corporate strength have changed from the capacity to control cost for a given product to been able to learn how to mingle and remerge assets to create new business and concentrate on new markets.
Sunday, September 15, 2019
Invincible
It's taken over 30 years to make its way to the big screen but the Cinderella story of ex-teacher/bartender Vince Papale's triumph in the world of professional football came to life on the big screen in Invincible in 2006. Papale captured the attention of Philadelphia Eagles fans when he made it onto the team after Coach Dick Vermeil held open tryouts. The film version stars Mark Wahlberg as the lifelong football fan who just wanted his hometeam to play with heart – and maybe win a few game. Invincible follows the rules of the football film genre very closely but also added a couple of innovations to popular sport genre. The movie followed popular cliches of football films with the â€Å"new coach†who has radical new ideas and during the final game of the movie the starring team is down at halftime. One major cliche that Invincible innovates is the cliche that the star actor is the leader on the team; instead, he is the low man on the team and actually doesn’t make any great contributions to the team. In Invincible, the new and young coach Dick Vermeil is new to town and has a whole lot to prove. As much like most football films with a new coach, he has huge radical ideas for the teams operation. This is represented in the theme that he opens tryouts to anyone in the community to wants to play for the Philadelphia Eagles, mostly as a publicity stunt to bring fan support back up. This theme is also seen in â€Å"Remember the Titans†and â€Å"We are Marshall. This cliche often leads to a sub-cliche that the new coach has several obstacles to overcome and receives some sort of negative criticism in the early scenes of the film. This again is also shown in Invincible when the coach heavily gossiped about in the local pub where Papale works at. A second major cliche that is seen in numerous football films is the dramatic â€Å"final game†where the starring team is losing at halftime only to win in a last minute victory. In Invincible’s case, the final game is against the Dallas Cowboys in a conference championship game. The team is of course down and out about to lose it all when all of the sudden Papale forces a fumble on a punt return that gives the Eagles a bit of hope. The Eagles go to score on the returning drive with a crucial kickoff to the cowboys. Paple who only plays special teams sprints down the field to recover the kickoff and run the ball into the endzone for a touchdown puts the Eagles in the lead for a victory. The fact that Paple score a touchdown symbolizes the message that of the film which is that anyone can do anything they desire as long as the put forth the effort and determination. Often in football films the star player is hero of the team or the most talented. In Invincible the star play, Paple, is actually one of the less talented players on the team. Paple isn’t even one of the leaders on the team, for most of the film the rest of the team doesn’t like Paple because they think he doesn’t belong on the team nun the less the NFL. During practice the other players’ intensely try to hurt him so that he may quit or be unable to play. Paple turns out to be a hero for his community rather than a hero for the team. His motivation to keep going is his teammate’s disapproval and his friend’s support, which I sends a message that one must always pull forward even if his peers or colleges are against them. Invincible is a great football film that relies on the classic under-dog story that for some reason never gets old. The movie sends us messages that perseverance and determination lead to great things, which is very satisfying and compelling to witness. While this film follows most of the popular football film cliches, it still has its own key elements that make it unique. Football films such as Invincible and other renditions will always be cranked out of Hollywood on a regular basis for decades to come, but there’s just something about watching the beloved characters run down the field in slow-motion and jump high in the air for a dramatic last minute win, that never gets tiring to watch.
Saturday, September 14, 2019
Investigatory Project Mosquito Repellent
I. IntroductionA. Background of the StudyMosquitoes are common pests in the tropics they have been known to cause many disease to most people. The real danger of mosquito lie their ability to transmit diseases like yellow fever, malaria, and dengue people have used various instruments control the mosquito problem in homes. The most commonly used chemical insecticides sprays. Most of these can destroy mosquitoes but they can also do serious damage to humans as well. So the researchers decide to make a new change into our lives researchers prefer a natural insecticide in is not only affordable but it is also a health caring not like in chemical it is toxic and it is not environmental friendly in this case our planet earth undergoes a global warming so instead using a chemicals we used a natural ones.B. Significance of the ProjectIt can prevent and use to kill mosquitoes in our house or anywhere it also prevent the insect borne disease like malaria, yellow fever, dengue and many more it is not hazard into our health because its ingredients is finely arranged to make this project in a good phase it has good basis to use for likewise chemical repellent is not good for our health because of the chemicals, chemical is toxic to our health. And it is environment friendly not like the chemical ones not only our health is affected when we use a chemical insect repellent but also our dear mother Earth its chemical release cfc gases (ChloroFluoroCarbon) that traps the heat in our planet and causes global warming.C. Statement of the ProblemIs a natural mosquito repellent as effective and safer to use, commercial mosquito repellents found in markets? Can it be used in long ranges?D. HypothesisThe natural mosquito repellent is more safe and effective than the commercial repellent found in markets because it doesn’t contain chemicals.E. Objectives1. To have an alternative for a chemical insecticides.2. To kill mosquitoes and to prevent diseases coming from mosquitoes tha t results in death.3. To protect your family in the real danger of mosquito like malaria and dengue.F. Scope and LimitationsThis product is not to be used in wide area because it cannot kill all mosquitoes for only one time spraying and of course it is not like the chemical ones in a trial it can kills some of those and the delimitations is it not harmful in our environment because it is an environmental friendly and it cannot affect our health because it is made up of natural ingredients made up of nature product so that it is not harmful.G. Definition of TermsMalaria- an intermittent and remittent fever caused by a protozoan parasite which invades the red blood cells and is transmitted by mosquitoes in many tropical and subtropical regions. Mosquito- a slender long-legged fly with aquatic larvae. The bite of the bloodsucking female can transmit a number of serious diseases including malaria and elephantiasis. Dengue- a debilitating viral disease of the tropics, transmitted by mosq uitoes, and causing sudden fever and acute pains in the joints. Insecticides- a substance used for killing insects.Chemicals- a distinct compound or substance, especially one which has been artificially prepared or purified. Toxic- substance means any chemical or mixture that may be harmful to the environment and to human health if inhaled, swallowed, or absorbed through the skin. Organic- Any member of a large class of chemical compounds whose molecules compound carbon.II. Review of Related LiteratureA. Related LiteratureAccording to blogspot.com , an insect repellent is a substance applied to skin or clothing, other substance it may be in solid form or in liquid form which discourages insects from landing or climbing on that surface. Insect repellent help prevent and control the outbreak of insect borne diseases such as malaria, dengue fever, yellow fever and other diseases. Pest animals commonly serving as vectors for disease include the insects flea fly and mosquito. Mosquito es have complex methods of detecting hosts and different types of mosquitoes react to different stimuli.Most mosquitoes are active at dawn and dusk but there are also mosquitoes that seek hosts during the day. You can avoid being bitten by making sure you aren’t attracting mosquitoes, using attractants to lure mosquitoes else where, using a repellent, and avoiding actions that diminish the effectiveness of the repellent. It has been claimed that it can be used as a home remedy to help speed recovery from throat or other minor ailments because of it antibiotic properties. Treatment, health benefits & side effects with Science Investigatory Project Review Related Literature About Mosquito Repellent products.Many of the sources come from our Encyclopedia of Natural Health and include relevant health topics. Uses vary, but may include Fighting Bacterial and Viral Infections, and Boost Mental Focus Utilizing Phospholipids and are non-FDA reviewed or approved, natural alternatives, to use for Chemotherapy, and Weakened Immune System. Science Investigatory Project Review Related Literature About Mosquito Repellent products are reviewed below.
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