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Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. What constitutes a quorum?
A quorum of our stockholders is necessary to hold a valid meeting. The presence, in person which would include presence at the virtual special meeting or by proxy, of stockholders holding a majority of the voting. In the absence of a quorum, the chairperson of the special meeting has the power to adjourn the special meeting.
There are currently 34,, shares of common stock outstanding, and therefore, as of the record date for the special meeting, 17,, shares of dMY common stock would be required to achieve a quorum. What vote is required to approve each proposal at the special meeting? The following votes are required for each proposal at the special meeting:. The record date for the special meeting is earlier than the date of the special meeting and earlier than the date that the Business Combination is expected to be completed.
May I change my vote after I have mailed my signed proxy card? Stockholders may send a later-dated, signed proxy card to the Transfer Agent at the address set forth at the end of this section, so that it is received prior to the vote at the special meeting, or attend the special meeting in person which would include presence at the virtual special meeting and vote. What happens if I fail to take any action with respect to the special meeting? However, if you fail to take any action with respect to the special meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination, provided you follow the instructions in this proxy statement for redeeming your shares.
After the consummation of the Business Combination, NewCo will send instructions to dMY stockholders regarding the exchange of their. Upon consummation of the Business Combination, the dMY warrants, by their terms, will be assumed by NewCo and thereby entitle holders to purchase NewCo ordinary shares and not dMY common stock on the same terms as your dMY warrants.
What should I do if I receive more than one set of voting materials? For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card.
Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of common stock. Tel: Email: IR dmytechnology. Morrow Sodali LLC. Stamford, Connecticut Banks and brokers call collect: E-mail: DMYD. If you have questions regarding the certification of your position or delivery of your shares, please contact:.
The Parties. After the consummation of the Business Combination, its principal executive offices will be that of NewCo. The Sponsor is a Delaware limited liability company that is owned and controlled by members of our management team. NewCo was formed solely for the purpose of effectuating the Business Combination. NewCo owns no material assets and does not operate any business. Merger Sub. Merger Sub is a wholly owned subsidiary of NewCo and was formed solely for the purpose of effectuating the Business Combination.
Merger Sub owns no material assets and does not operate any business. After the consummation of the Business Combination, Merger Sub will cease to exist as a separate legal entity. Emerging Growth Company. The Business Combination Proposal. Overview of the Business Combination Agreement.
Consideration to be Received in the Business Combination. Table of Contents their outstanding shares of TopCo at any meeting of TopCo in favor of the transactions contemplated by the Business Combination Agreement and provided a power of attorney to Maven to take certain actions in connection with the transactions contemplated by the Business Combination Agreement on behalf of such shareholders. Additional Matters Being Voted On. The Adjournment Proposal. If dMY is unable to consummate the Business Combination, the Board may submit a proposal to adjourn the special meeting to a later date or dates, if necessary.
Equity Ownership Upon Closing. We anticipate that, upon completion of the Business Combination, the voting interests in NewCo will be as set forth in the table below. PIPE Investors. If the actual facts are different than the assumptions set forth above, the voting percentages set forth above will be different. Organizational Structure. The following diagram illustrates the ownership structure of NewCo immediately following the Closing. Table of Contents Shares issued pursuant to the terms and conditions of the Reorganization as set forth in the Business Combination Agreement.
Certain amounts that appear in this section may not sum due to rounding. The special meeting will be conducted via live webcast and so stockholders will not be able to attend the special meeting in person. Registering for the Special Meeting. To register for the special meeting, please follow these instructions as applicable to the nature of your ownership of dMY common stock:.
Beneficial stockholders who e-mail a valid legal proxy will be issued a digit meeting control number that will allow them to register to attend and participate in the special meeting. Voting Power; Record Date. Stockholders will have one vote for each share of common stock owned at the close of business on the record date. On the record date, there were 34,, shares of dMY common stock outstanding, of which 27,, were public shares, with the rest being held by the Founders.
Quorum and Vote of dMY Stockholders. A quorum of dMY stockholders is necessary to hold a valid meeting. A quorum will be present at the dMY meeting if the holders of a majority of the shares entitled to vote at the special meeting are represented in person or by proxy which would include presence at the virtual meeting. The proposals presented at the special meeting will require the following votes:. There are currently 34,, shares of common stock outstanding, so at least 17,, shares must be voted in favor to pass the proposal.
The Founders own of record and are entitled to vote an aggregate of 6,, Founder Shares and have agreed to vote in favor of the proposal; as a result, only 10,, public shares are required to be voted in favor of the proposal for it to be approved. Abstentions will have no effect on any of the proposals. Table of Contents Redemption Rights. Pursuant to the Current Charter, a holder of public shares may demand that dMY redeem such public shares for cash if the Business Combination is consummated.
If a holder delivers their public shares for redemption to the Transfer Agent and later decides to withdraw such request prior to the deadline for submitting redemption requests, the holder may request that the Transfer Agent return the shares physically or electronically. Any corrected or changed written demand of redemption rights must be received by the Transfer Agent prior to the vote taken on the Business Combination Proposal at the special meeting. If the number of redemptions exceeds the maximum redemption scenario described herein, dMY may need to obtain additional debt or equity financing to the complete the Business Combination.
Appraisal Rights. Neither the stockholders nor the warrant holders have appraisal rights in connection with the Business Combination under the DGCL. Proxy Solicitation. Proxies may be solicited by mail, telephone, on the Internet or in person. If a stockholder grants a proxy, he, she or it may still vote his, her or its shares at the virtual meeting if he, she or it revokes his, her or its proxy before the special meeting. In particular:. The purpose of such purchases and other transactions would be to increase the likelihood that the Business Combination Proposal is approved.
If such transactions are effected, the consequence could be to cause the Business Combination Proposal to be approved in circumstances where such approval could not otherwise be obtained. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons. Recommendation to Stockholders. Conditions to the Closing of the Business Combination.
The respective obligation of each party to consummate the transactions to be performed by it in connection with the Closing is subject to the satisfaction or written waiver if legally permitted , as of the Closing Date, of each of the following conditions:. The obligation of dMY to consummate the transactions to be performed by dMY in connection with the Closing is subject to the satisfaction or written waiver, at or prior to the Closing Date, of each of the following conditions:.
NewCo and Topco must jointly deliver a customary closing certificate certifying that the conditions in the first and second bullet points above have been satisfied;. The representations and warranties of dMY:. Sources and Uses of Proceeds for the Business Combination.
The following table summarizes the sources and uses of proceeds from the Business Combination. Where actual amounts are not known or knowable, the figures below represent good faith estimates of such amounts. No Redemption. PIPE Investment. TopCo Equity Roll-Over. Total Sources. Table of Contents Maximum Redemption. Excludes interest earned on cash in trust. Tax Consequences of the Business Combination. Anticipated Accounting Treatment. The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with accounting principles generally accepted in the United States of America.
The capital reorganization will be immediately followed by the acquisition of dMY, which is accounted for within the scope of ASC The NewCo ordinary shares issued are recognized at fair value and recorded as consideration for the acquisition of the public shell company, dMY.
Under this method of accounting, there is no acquisition accounting and no recognition of goodwill or other intangible assets, as dMY is not recognized as a business as defined under ASC , given it consists predominantly of cash or other marketable securities in the dMY trust account. TopCo has been determined to be the accounting acquirer and predecessor in the Business Combination based on evaluation of the following facts and circumstances:.
TopCo is the larger entity, in terms of both revenues and total assets. Summary of Risk Factors. COVID has adversely affected our business, financial condition, results of operations and prospects, including as a result of the reduction in the quantity of global sporting events, closures or restrictions on business operations of our customers and sports organizations and a decrease in consumer spending, and it may continue to do so in the future.
We rely on relationships with sports organizations from which we acquire sports data, including, among other things, via arrangements for exclusive rights for such data. Loss of existing relationships or failure to renew or expand existing relationships may cause loss of competitive advantage or require us to modify, limit or discontinue certain offerings, which could materially affect our business, financial condition and results of operations.
Fraud, corruption or negligence related to sports events, or by our employees or contracted statisticians collecting data on behalf of the Company, may adversely affect our business, financial condition and results of operations and negatively impact our reputation. Our collection, storage and use of personal data are subject to applicable data protection and privacy laws, and any failure to comply with such laws may harm our reputation and business or expose us to fines and other enforcement action.
We are party to pending litigation and investigations in various jurisdictions and with various plaintiffs and we may be subject to future litigation or investigations in the operation of our business. An adverse outcome in one or more proceedings could adversely affect our business.
Failure to protect or enforce our proprietary and intellectual property rights, including our unregistered intellectual property, and the costs involved in such protection and enforcement could harm our business, financial condition, results of operations and prospects. We rely on information technology and other systems and platforms, including our data center and Amazon Web Services and certain other third-party platforms, and failures, errors, defects or disruptions therein could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects.
Our product offerings and other software applications and systems, and certain third-party platforms that we use could contain undetected errors or errors that we fail to identify as material. We have a history of losses and may not be able to achieve or sustain profitability in the future. If we are unable to increase our revenues or our operating costs are higher than expected, our profitability may decline and our operating results may fluctuate significantly.
The international scope of our operations may expose us to increased risk, and our international operations and corporate and financing structure may expose us to potentially adverse tax consequences. Risks related to the U. Subsequent to the consummation of the Business Combination, NewCo may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.
The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all. The Board did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination.
Because NewCo is incorporated under the laws of the Island of Guernsey, you may face difficulties in protecting your interests, and your ability to protect your rights through the U. Federal courts may be limited. It may be difficult to enforce a U. As a company incorporated in the Island of Guernsey, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE corporate governance listing standards.
The following table sets forth summary historical comparative share information for TopCo and dMY and unaudited pro forma condensed combined per share information after giving effect to the Business Combination, assuming two redemption scenarios as follows:. Assuming No Redemptions : This presentation assumes that no public shareholders of dMY exercise redemption rights with respect to their public shares for a pro rata share of cash in the dMY trust account.
Assuming Maximum Redemptions : This presentation assumes that 27,, of the dMY public shares are redeemed for their pro rata share of the cash in the dMY trust account in connection with the dMY Share Redemptions. Table of Contents The unaudited pro forma combined earnings loss per share information below does not purport to represent the earnings loss per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period.
The unaudited pro forma combined book value per share information below does not purport to represent what the value of TopCo and dMY would have been had the companies been combined during the periods presented. Book value per share 2. Net income loss per share, basic and diluted.
Book value per share is calculated as total equity, excluding temporary equity Class A Shares subject to redemption for dMY and preference shares for TopCo divided by the weighted average shares outstanding. The equivalent pro forma basic and diluted per share data for TopCo is calculated by multiplying the combined pro forma per share data by the exchange ratio set forth in the Business Combination Agreement.
The occurrence of one or more of the events or circumstances described in these risk factors, including those related to COVID, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, may heighten the effects of the other risk factors described below and may have a material adverse effect on the business, cash flows, financial condition and results of operations of NewCo following the Business Combination.
The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Genius, TopCo, NewCo and dMY, which later may prove to be incorrect or incomplete. Genius, TopCo, NewCo and dMY may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair their business or financial condition.
The recent outbreak of COVID has negatively affected economic conditions regionally as well as globally, and has caused a reduction in consumer spending. Efforts to contain the effect of the virus have included business closures, travel restrictions and restrictions on public gatherings and events.
Many businesses have eliminated non-essential travel and canceled in-person events to reduce instances of employees and others being exposed to public gatherings. Governments around the world, including governments in Europe and state and local governments in the U. To date, governmental authorities have imposed or have recommended various measures, including social distancing, quarantine and stay-at-home or shelter-in-place directives, limitations on the size of gatherings, closures of work facilities, schools, public buildings and businesses, and cancellation of events, including sporting events, concerts, conferences and meetings.
The direct impact on our business and the business of our customers, including sports organizations and bookmakers, beyond disruptions in normal business operations in several of our and their offices and business establishments, has been primarily through the suspension, postponement and cancellation of sports and sporting events. The suspension, postponement and cancellation of sporting events affected by COVID has reduced the volume of sporting events on which we can collect data and has had an adverse impact on our revenue and the revenue of our customers and sports organizations.
Additionally, as a result of the cancellation of major and professional sporting events, bookmakers have increased demand for lower-tier events. Providing data for such lower-tier and amateur events to meet this demand exposes our business to additional risk, including risks related to fraud, corruption or negligence, reputational harm, regulatory risk, privacy risk and certain other risks related to our international operations. Although many sports seasons and sporting events have recommenced in recent months, the rapid development.
Table of Contents and fluidity of this situation precludes any prediction as to the ultimate impact of COVID, which remains a material uncertainty and risk with respect to us, our performance, and our financial results. The revenue of our customers and sports organizations and our revenue continues to depend on sports events taking place, and we may not generate as much revenue as we would have without the cancellation or postponements in the wake of COVID While some of these operations have resumed and properties have reopened, demand for our products and services may continue to be adversely impacted by such closures and restrictions in the future.
COVID could continue to have a material adverse impact on economic and market conditions and trigger a period of continued global economic slowdown. Our business and the businesses of our customers and sports organizations are particularly sensitive to reductions in discretionary consumer spending.
Demand for entertainment and leisure activities, including sporting events, sports betting and online gaming, can be affected by changes in the economy and consumer tastes, both of which are difficult to predict and beyond our control. In particular, the effects of COVID have reduced the coverage we are able to offer to our customers and required us to amend payment terms to reflect this. We have taken precautionary measures intended to help minimize the risk of the virus to our staff which may disrupt our operations, including limiting access to our physical offices worldwide, requiring employees to work remotely unless they perform critical functions that cannot be undertaken remotely or have otherwise opted to work from the office as a result of personal circumstances, in each case to the extent possible under relevant government guidelines , and suspending all travel worldwide for our employees pursuant to relevant government restrictions.
An extended period of remote-work arrangements could strain our business continuity plans, introduce operational risk, including, but not limited to, cybersecurity risks and risks related to unauthorized access to confidential information, the reduction of our ability to effectively recruit, train and retain employees and the impairment of our ability to effectively manage our business, which may negatively impact our business, results of operations, and financial condition.
The ultimate severity of COVID is uncertain at this time and therefore we cannot predict the full impact it may have on our end markets and our operations; however, the effect on our results has been material and adverse, and it may continue to be material and adverse in the future. Any significant or prolonged decrease in sporting events and in consumer spending on entertainment or leisure activities could adversely affect the demand for offerings of our customers and sports organizations and, in turn, our offerings, reducing our cash flows and revenues, and thereby materially harm our business, financial condition, results of operations and prospects.
We rely on relationships with sports organizations from which we acquire rights to collect and supply sports data that we provide to our customers. Substantially all of our offerings and services use sports data acquired. Table of Contents from sports organizations. The future success of our business may depend, in part, on our ability to obtain, retain and expand relationships with sports organizations.
We have arrangements with sports organizations for rights to their sports data, including, in certain cases, exclusive rights for such data. Our arrangements with sports organizations, including exclusive arrangements, may not continue to be available to us on commercially reasonable terms or at all. In the event that we lose exclusive existing arrangements or cannot renew and expand existing arrangements, we may lose our competitive advantage or be required to discontinue or limit our offerings or services.
Additionally, our competitors may choose to infringe on our exclusive stadium rights by collecting data on events on which we have exclusive rights. In these instances, our rights may be devalued and litigation to enforce our rights or recover damages incurred by such infringement may be costly, ineffective and time consuming.
Our exclusivity arrangements with certain sports organizations are subject to short and medium term contracts, which may not be renewed on favorable terms or at all. Additionally, we are party to litigation regarding whether entering into arrangements with sports organizations to be the exclusive acquirer and provider of sports data for such sports organizations violates competition laws.
The loss of such exclusive arrangements with one or more sports organizations, whether due to a judicial judgment, order or settlement, or otherwise, including as a result of the expiration or termination of our exclusivity arrangements, may cause loss of competitive advantage and could materially adversely affect our financial condition and business operation. Our reputation and the strength of our brand are key competitive strengths.
To the extent that the sports and sports betting industry as a whole or the Company, relative to its competitors, suffers a loss in credibility, our business will be significantly impacted. Factors that could potentially have an impact in this regard include fraud, corruption or negligence related to sports events, including as a result of match fixing, or by our employees or contracted statisticians collecting data on behalf of the Company or third parties. Operational errors, whether by us or our competitors, could also harm the reputation of the Company or the sports data, sports betting, online gaming and sports marketing industries.
Damage to reputation and credibility could have a material adverse impact on our business, financial condition and results of operations. Our business depends on a strong brand, and if we are not able to develop, maintain and enhance our brand and reputation, including as a result of negative publicity, our business and operating results may be harmed.
We believe that developing, maintaining and enhancing our brand is critical to achieving widespread acceptance of our products and services, attracting new customers, retaining existing customers, persuading existing customers to adopt additional products and services and hiring and retaining our employees. We believe that the importance of our brand will increase as competition in our markets further intensifies. Successful promotion of our brand will depend on a number of factors, including the effectiveness of our marketing efforts, including thought leadership, our ability to provide high-quality, reliable and cost-effective products and services, the perceived value of our products and services and our ability to provide quality customer success and support experience.
Brand promotion activities require us to make substantial expenditures. To date, we have made significant investments in the promotion of our brand. The promotion of our brand, however, may not generate customer awareness or increase revenue, and any increase in revenue may not offset the expenses we incur in building and maintaining our brand. We operate in a public-facing industry where negative publicity, whether or not justified, can spread rapidly through, among other things, social media.
To the extent that we are unable to respond timely and appropriately to negative publicity, our reputation and brand could be harmed. Moreover, even if we are able to respond in a timely and appropriate manner, we cannot predict how negative publicity may affect our reputation and business.
Table of Contents We and our employees also use social media to communicate externally. There is risk that the use of social media by us or our employees to communicate about our business may give rise to liability or result in public exposure of personal information of our employees or customers, each of which could affect our revenue, business, results of operations and financial condition. We operate in a competitive market and we may lose customers and relationships to both existing and future competitors.
The markets for sports data and sports data technology services and solutions and marketing services are competitive and rapidly changing. The sports media industry is particularly competitive and fast growing. Competition in these markets may increase further if economic conditions or other circumstances, including as a result of COVID, cause customer bases and customer spending to decrease and service providers to compete for fewer customer resources.
Our existing competitors, or future competitors, may have or obtain greater name recognition, larger customer bases, better technology or data, lower prices, exclusive or better access to data, greater user traffic or greater financial, technical or marketing resources than we have. Our competitors may be able to undertake more effective marketing campaigns, obtain more data, adopt more aggressive pricing policies, make more attractive offers to potential employees, subscribers, sports betting operators, sports organizations, distribution partners and content providers or may be able to respond more quickly to new or emerging technologies or changes in user requirements.
We currently rely on scouts to attend events to collect data. If our competitors develop technology before we do, whether through artificial intelligence or otherwise, that makes scouts obsolete, our business could be materially harmed, and our profitability would be reduced. Further, if competitors gain access to faster visual feeds from stadiums, our exclusive in-stadium rights would have reduced value and our revenues could decline. If we are unable to retain customers or obtain new customers or maintain or develop relationships with sports organizations, our revenues could decline.
Increased competition for exclusive league partnerships could result in lower revenues and higher expenses, which would reduce our profitability. Our business may be materially adversely affected if our existing and future products, technology, services and solutions do not achieve and maintain broad market acceptance, if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards and changing regulatory requirements, or if we do not invest in product development and provide services that are attractive to our customers.
Our future business and financial success will depend on our ability to continue to anticipate the needs of customers and potential customers, to achieve and maintain broad market acceptance for our existing and future products and services, to successfully introduce new and upgraded products and services and to successfully implement our current and future geographic expansion plans.
To be successful, we must be able to quickly adapt to changes in technology, industry standards and regulatory requirements by continually enhancing our technology, services and solutions. Developing new services and upgrades to services, as well as integrating and coordinating current services, imposes burdens on our product development team, management and researchers.
These processes are costly, and our efforts to develop, integrate and enhance our services may not be successful. In addition, successfully launching and selling a new or upgraded service puts additional strain on our sales and marketing resources. Expanding into new markets and investing resources towards increasing the depth of our coverage within existing markets impose additional burdens on our research, systems development, sales, marketing and general managerial resources.
If we are unable to manage our expansion efforts effectively, in obtaining greater market share or in obtaining widespread adoption of new or upgraded products and services, we may not be able to offset the expenses associated with the launch and marketing of the new or upgraded service, which could have a material adverse effect on our financial results.
If we introduce new or expand existing offerings for our business, we may incur losses or otherwise fail to enter these markets successfully. Our expansion into these markets will place us in competitive and regulatory environments with which we are unfamiliar and involve various risks, including the need to invest significant resources and the possibility that returns on such investments will not be achieved for several years, if at all.
Table of Contents If we are unable to develop new or upgraded services or decide to combine, shift focus from, or phase out a service, then our customers may choose a competitive service over ours and our revenues may decline and our profitability may be reduced. If we incur significant costs in developing new or upgraded services or combining and coordinating existing services, if we are not successful in marketing and selling these new services or upgrades, or if our customers fail to accept these new or combined and coordinating services, then there could be a material adverse effect on our results of operations due to a decrease of our revenues and a reduction of our profitability.
If we eliminate or phase out a service and are not able to offer and successfully market and sell an alternative service, our revenue may decrease, which could have a material adverse effect on our results of operations. If we lose any official accreditation from one of our league or federation partners, we could lose our exclusive rights to collect certain data and our services would be less attractive to customers.
Our revenue may decrease as a result, which could have a material adverse effect on the results of our operations. Further, increased competition for skilled staff in locations where we are based could have a material adverse effect on our business operations. Our success depends on our continued improvements to provide products and services that are attractive to our customers.
As a result, we must continually invest resources in product development and successfully incorporate and develop new technology. We must use all efforts to retain and acquire sports data rights and to protect and enforce our data rights.
If we are unable to continue offering innovative services, we may be unable to attract additional customers or retain our customers, which could harm our business, results of operations and financial condition. The loss or significant reduction in business from one or more of our large customers could materially adversely affect our business, financial condition and results of operations.
A material portion of our revenues is concentrated in some of our largest customers, including our contract with Football DataCo. Our revenue growth depends on our ability to obtain new clients and achieve and sustain a high level of renewal rates with respect to our existing customers. Failure to achieve one or more of these objectives could have a material adverse effect on our business, financial condition and operating results.
If we lose one or more of our large customers or have significant reduction in business from such customers, our business, financial condition or results of operations could be materially adversely affected. We have historically achieved growth organically, but have supplemented such growth via strategic acquisitions of key targets. We may undertake acquisitions or divestitures in the future, which may not be successful, and which could materially adversely affect our business, financial condition and results of operations.
Our business may suffer if we are unable to successfully integrate acquired businesses into the Company or otherwise manage the growth associated with such acquisitions. As part of our business strategy, we have made, and we intend to continue to make, acquisitions as opportunities arise to add new or complementary businesses, products, brands or technologies. From time to time, we may enter into letters of intent, agreements, agreements in principle or memoranda of understanding or similar documents or commitments related to acquisitions of a new or complementary business.
In some cases, the costs of such acquisitions may be substantial, including as a result of professional fees and due diligence efforts. There is no assurance that the time and resources expended on pursuing a particular acquisition will result. Table of Contents in a completed transaction, or that any completed transaction will ultimately be successful.
In addition, we may be unable to identify suitable acquisition or strategic investment opportunities, or may be unable to obtain any required financing or regulatory approvals, and therefore may be unable to complete such acquisitions or strategic investments on favorable terms, if at all. We may decide to pursue acquisitions with which our investors may not agree and we cannot assure investors that any acquisition or investment will be successful or otherwise provide a favorable return on investment.
In addition, acquisitions and the integration thereof require significant time and resources and place significant demands on our management, as well as on our operational and financial infrastructure. In addition, if we fail to successfully close transactions or integrate new teams, or integrate the products and technologies associated with these acquisitions into our company, our business could be seriously harmed.
Acquisitions may expose us to operational challenges and risks, including:. Our acquisition strategy may not succeed if we are unable to remain attractive to target companies or expeditiously close transactions. Issuing additional equity to fund an acquisition would cause economic dilution to existing stockholders.
If we develop a reputation for being a difficult acquirer or having an unfavorable work environment, or target companies view our equity unfavorably, we may be unable to consummate key acquisition transactions essential to our corporate strategy and our business may be seriously harmed.
Although the sporting calendar is year round, there is seasonality in sporting events that may impact our operations and operations of our customers and sports organizations. The broad geographical mix of our customer base also impacts the effect of seasonality as customers in different territories will place differing importance on different sporting competitions and those competitions will often have different sporting calendars.
Sports organizations have their own significant sporting events such as the playoffs and championship games, which may cause increases in our revenues and revenues of our customers and such sports organizations, and their own respective off-seasons, which may cause decreases in our revenues and revenues of our customers and such sports organizations. Certain sports only hold events during portions of the calendar year. For example, our revenues are significantly impacted by the European football season calendars and the top tier professional tennis calendar.
Our revenues and revenues of our customers and sports organizations may also be affected by the scheduling of major sporting events that do not occur annually, such as the World Cup, or the cancellation or. Table of Contents postponement of sporting events and races, such as the postponement of the Summer Olympic Games that were supposed to take place this past summer. Such fluctuations and uncertainties may negatively impact our cash flows.
Indemnity provisions in customer and other third-party agreements potentially expose us to substantial liability for intellectual property infringement and other losses. Our agreements with customers and other third parties may include indemnification or other provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons, or other liabilities relating to or arising from our products or other acts or omissions.
The term of these contractual provisions often survives termination or expiration of the applicable agreement. Large indemnity payments of damage claims from contractual breach could harm our business, results of operations and financial condition. Although we generally contractually limit our liability with respect to such obligations, we may still incur substantial liability related to them.
Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other current and prospective customers, reduce demand for our products and services, damage our reputation and harm our business, results of operations and financial condition. Our business and operating results and the business and operating results of our customers, suppliers and vendors may be significantly impacted by general economic, political and social conditions, pandemics, wars or terrorist activity, severe weather events and other natural disasters, and the health of the sports, entertainment and sports betting industries.
Our business and operating results and the business and operating results of our customers, suppliers and vendors are subject to global economic conditions and their impact on levels of consumer spending. Economic recessions have had, and may continue to have, far reaching adverse consequences across many industries, including the global sports, entertainment and sports betting industries, which may adversely affect our business and financial condition and the business and financial condition of our customers, suppliers and vendors.
In the past decade, global, U. If the national and international economic recovery slows or stalls, these economies experience another recession or any of the relevant regional or local economies suffers a downturn, we and our customers, suppliers and vendors may experience a material adverse effect on our and their business, financial condition, results of operations and prospects.
Adverse developments affecting financial markets and economies throughout the world, including fluctuation in stock markets resulting from, among other things, trends in the economy as a whole, a general tightening of availability of credit, decreased liquidity in certain financial markets, increased interest rates, foreign exchange fluctuations, increased energy costs, acts of war or terrorism, transportation disruptions, severe weather events and other natural disasters, declining consumer confidence, sustained high levels of unemployment or significant declines or volatility in stock markets, as well as concerns regarding pandemics, epidemics and the spread of contagious diseases, may further reduce spending on sporting events, sports betting and marketing services and may negatively affect the sports, entertainment and sports betting industries.
We and our customers and suppliers are generally subject to laws and regulations relating to sports, sports betting, online gaming, marketing and advertising in the jurisdictions in which we and they conduct our and their businesses or in some circumstances, of those jurisdictions in which we and they offer services or those are available, as well as the general laws and regulations that apply to all e-commerce and online businesses, such as those related to privacy and personal information, tax, anti-money laundering, advertising, competition and consumer protection.
These laws and regulations vary from one jurisdiction to another and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, and changes in legislative or governmental priorities, may have a material impact on our operations and financial results. In particular, some jurisdictions have introduced regulations attempting to restrict or prohibit sports betting, online gaming and advertising, while others have taken the position that sports betting or online gaming should be licensed and regulated and have adopted or are in the process of considering legislation and regulations to enable sports betting or online gaming in their jurisdictions.
In some jurisdictions, additional requirements and restrictions may continue to develop. For example, recently, the Committees of Advertising Practice in the U. Additionally, some jurisdictions in which we may operate could presently be unregulated or partially regulated and therefore more susceptible to the enactment or change of laws and regulations.
Some jurisdictions do not have laws that grant us rights in the data we collect. Any enactment of laws in these jurisdictions would require a change in how we conduct business in such jurisdictions. We operate in 13 countries and 10 states in the U. We offer our services to customers in many more countries, however, and we do not always have visibility of where our customers use our products and services to offer their services to their customers.
Out of 22 states in the U. We also have two foreign licenses and operate under those licenses in two countries. Any of our licenses could be revoked, suspended or conditioned at any time. Our license applications may also be denied or conditioned. The loss of a license in one jurisdiction could trigger the loss of a license or affect our eligibility for such a license in another jurisdiction, and any of such losses, or potential for such loss, could cause us to cease offering some or all of our offerings in the impacted jurisdictions.
As laws and regulations change, we may need to obtain and maintain licenses or registrations in additional jurisdictions. In addition, once licensed, we may be subject to various ongoing requirements, including supervision by the respective governmental agency of certain transfers of ownership and acquisitions. This decision has the effect of lifting federal restrictions on sports betting and thus allows states to determine by themselves the legality of sports betting.
To the extent new real money gaming or sports betting jurisdictions are established or expanded, we cannot guarantee that we will be successful in penetrating such new jurisdictions or expanding our business or customer base in line with the growth of existing jurisdictions. If we are unable to effectively develop and operate directly or indirectly within these new jurisdictions or if our.
Table of Contents competitors are able to successfully penetrate geographic jurisdictions that we cannot access or where we face other restrictions, there could be a material adverse effect on our business, operating results and financial condition. Our failure to obtain or maintain the necessary regulatory approvals and licenses in jurisdictions, whether individually or collectively, could have a material adverse effect on our business.
This is a time-consuming process that can be extremely costly. Any delays in obtaining or difficulty in maintaining regulatory approvals or licenses needed for expansion within existing jurisdictions or into new jurisdictions can negatively affect our opportunities for growth, including the growth of our customer base, or delay our ability to recognize revenue from our offerings in any such jurisdictions.
Governmental authorities could view us or our customers as having violated applicable laws or regulations, despite our or their efforts to obtain and maintain all applicable licenses or approvals. There is also a risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors or public entities or incumbent providers, or private individuals, could be initiated against us, Internet service providers, credit card and other payment processors, advertisers and others involved in sports betting and online gaming industries.
Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being imposed upon us or our customers or other business partners, while diverting the attention of key executives. There can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to our business to prohibit, legislate or regulate various aspects of sports betting and online gaming industries or that existing laws in those jurisdictions will not be interpreted negatively.
In the ordinary course of business, we collect, store, use and transmit certain types of information that are subject to different laws and regulations. In particular, data security and data protection laws and regulations relating to personal and consumer information that we are subject to often vary significantly by jurisdiction. Our media business is particularly impacted by such data security and data protection laws and regulations as the business targets end consumers of gambling services.
It also significantly increased penalties for noncompliance, including where we act as a data processor. We have executed other than for transfer to the U. With regard to U. Privacy Shield in the U. Table of Contents transfers to the U. Data security and data protection laws and regulations are continuously evolving. There are currently a number of legal challenges to the validity of EU mechanisms for adequate data transfers such as the SCCs, and our work could be impacted by changes in law as a result of a future review of these transfer mechanisms by European regulators under the GDPR, as well as current challenges to these mechanisms in the European courts.
Brexit may also mean that we are required to take additional steps to ensure that data flows from EU members states to the U. In recent years, U. In the EU, marketing is defined broadly to include any promotional material and the rules specifically on e-marketing are currently set out in the ePrivacy Directive which will be replaced by a new ePrivacy Regulation. While no official time frame has been given for the ePrivacy Regulation, there will be a transition period after the ePrivacy Regulation is agreed for compliance, and commentators consider it unlikely to come into force before In its report, which is a status update rather than formal guidance, several key deficiencies are noted and marked for formal regulatory action in December We are likely to be required to expend further capital and other resources to ensure compliance with these changing laws and regulations.
While we have numerous mitigation controls in place, advertisements produced by us may be erroneously served on websites that are not suitable for the advertising content of gambling e. In each case this may have adverse legal and reputational effects on our business. Because our products and services rely on the movement of data across national boundaries, global privacy and data security concerns could result in additional costs and liabilities to us or inhibit sales of our products globally.
As noted above, one of the primary safeguards allowing importation of personal information from Europe to the U. Privacy Shield and Swiss-U. Privacy Shield frameworks administered by the U. Department of Commerce.
Privacy Shield. Massed lamps and candles supplied a blaze of light, though the air was starting to get a little thick. They seemed to blend together into a mass of shiny faces and eager eyes. A handful of stewards stopped them from getting any further up the stairs.
A few more moved slowly through the crowd, keeping an eye out for unfamiliar faces and paid saboteurs. They looked very alone and very vulnerable in the crowd. It took more to handle a crowd than good intentions. Chapter Two Formation of Contracts Article 9 Capacity; Contract through Agent In entering into a contract, the parties shall have the appropriate capacities for civil rights and civil acts.
A party may appoint an agent to enter into a contract on its behalf under the law. Opel Vivaro Factory Service Manual Parker gave us a glance as we passed by, but you could tell he was checking nothing but the car speed.
I told Brando to take a slow right at the next corner, and as we made the turn I saw the Chrysler back out into the street and then head off in the other direction from us. And just-like-that, I had a plan. LQ and I grabbed up the shotguns and jacked shells in the chambers. There was hardly any traffic on these residential blocks and we zoomed through three stop signs in a row and almost hit a scooting cat.
Seadoo Gtx Limited Is Gtx Workshop Manual She held the torch to the right and left, but the walls appeared solid save for the few cracks inhabited by vermin and insects. The words were hissed in a voice that sounded like metal grinding against stone. The footfalls stopped, and two glowing blue eyes appeared in the darkness at the foot of the stairs. The creature chuckled crassly from the shadows. Rough, obsidian skin covered its thin frame, from the tip of the single twisted horn that jutted from its forehead to the end of the long, spiny tail that ran from its lower back.
Its eyes were wide and staring, its nose little more than two holes, its mouth a wide, drooling chasm. She loved the work, she loved the remote clinics, and after a couple of days she figured she and Riley could handle a professional, working relationship. It took all their medical skills to get a good outcome-three kids recovering in Sydney Central-and it felt fantastic.
His powerful, ugly face was a gift to the political cartoonists. He and Berrington had been friends and colleagues for twenty-five years. He was in reality a short man, but television made everyone the same height. His navy suit looked good, the sky blue shirt matched his eyes, and the tie was a burgundy red that did not flare on the screen. Being supercritical, he thought his silver hair was too neat, almost bouffant: he was in danger of looking like a television evangelist.
Sean checked the back room door again. It was a strange but comforting sensation. I busted a beer bottle at forty paces with each of the first six shots I took. I loved its semiautomatic action, the thrill of firing one round after another in rapid sequence, shattering a bottle with each shot. After a few minutes he could hear the officer shift uncomfortably in his chair, sigh heavily, and then begin turning the pages of his magazine.
So to pass the time he tried to catalog the damage to his body without actually moving. He could feel the stitches in his mouth, and by probing with his tongue he could feel three loose molars. The two bullet grazes on his sides-improbably one on each love handle-itched more than they hurt, but the rest of his body made up for it by hurting quite a lot. He heard a faint rustle as Tow-Truck Eddie turned the page of his Bible.
None of the elegant and symbolically complex phrases of St. She wanted to squeeze back but she was still numb and she could not move. She felt as if she were not really alive. A nightmare she was somehow living her way through. A bad nightmare that would have a dismal ending. But he knows, and I know, that they were accidents that had been-arranged. And then, when he had his process perfected, and he came here to try to give it to the Government-you should have seen the runaround they gave him.
He ended up by damning everybody and going home. He felt really sorry about it, because she seemed like nice people and he could have liked her. His regular attorney is one of those smooth-talking entertainment lawyers, not at all qualified to handle a murder trial.
Cooper very quickly agreed when I suggested that perhaps, in a rape-murder case like this one, he was indeed better off represented by a woman rather than by a crew of high-priced, slick male lawyers. It bothered me, he saw an angle in that. Anyway, I have to admit, he came across as a real sweet guy on the phone, but his alibi is one for the birds.
She knew it killed him to have mucus around those once-beautiful eyes. The blinking reflex was just another part of his body shutting down. The two groups looked at each other distrustfully, like strangers on opposite sides of a railway compartment. Did ye wish the town band out for her, and free whisky and a bonfire. Lumsden, as an indication of departure, in a trembling but rancorous tone.
Lumsden, compressing her mouth superciliously into the smallest possible compass and issuing her vords disdainfully from the diminutive aperture. Lumsden exchanged a significant glance with her cousin by narriage. Each nodded her head with a slight downward gesture of disparagement, as though to say, "Just what we thought," and both turned ostentatiously compassionate eyes upon Nessie. And the flowers: swathes of color on raised beds, tiny blossoms strung like beads on vines that embraced the naked trunks of trees, tall stalks that bore flowers that looked like flaming birds, and long stems that craned overhead to look down on him with their mottled faces.
Fish as bright as the flowers swam lazily in the clear water. Fat and indolent, they did not fear any predator. Arranged around the pond were a number of stone benches, carved with animals and flowers. His answer was obvious-of little value to their lesson.
He could stand his ground against an approaching enemy without losing his focus, but this tiny woman with her tongue and her dismissive gestures-treating him as if he were an addled child-made him lose his temper so quickly. The nature of a transaction determines the type of contract law that applies.
General contract law described above applies to such transactions as service agreements and sales of real property. Contracts for the sale of goods, however, are governed by Article 2 of the UCC, which has been adopted, at least in part, in every state.
Coming here was a calculated risk, but like any calculating man, Kerikov planned to stack the odds in his favor. And remember to make sure the missile strikes count. The cops could show up quickly if they knew something was happening here. He thought that if the Americans managed to land a large number of shock troops, they could use the chopper again to escape, leaving the environmentalists to fend for themselves.
He drew out practically all the money he had in his account to meet the premium. Now he really was on to something, he told himself. How much did Barlowe draw out of his account. He signalled to the waiter, then sat down opposite her. Griswold was thirty years dead, killed by the Bone Man and left to rot down in the wormy swamps of Dark Hollow.
No one in Pine Deep even mentioned his name anymore, and yet Karl Ruger had used his dying breath to speak the name of the only person to have shed more blood, done more harm, destroyed more lives, than Ruger himself had. On the cover Eva Longoria was wearing next to nothing and looking happy about it.
Crow nodded and they both sat there for a moment watching the second hand on the wall clock tick its way around from to You and your lady popped enough caps in him to kill him five times over. You want me to go ask a doctor to double-check on Ruger, be more than happy. Key Takeaway. Judges have made contract law over several centuries by deciding cases that create, extend, or change the developing rules affecting contract formation, performance, and enforcement. The rules from the cases have been abstracted and organized in the Restatements of Contracts.
The law on contract formation therefore consisted entirely of judge-made rules. Footnote 45 It has now been filled with 15 new articles that regulate pre-contractual negotiations, offer and acceptance, and pre-contractual agreements. She planted a long kiss on his mouth, easily smothering his struggles to free himself. His target would then be within easy walking distance. She picked up a sandwich at the first-floor deli and took it upstairs to her office.
She sighed, poured her Coke into her coffee mug, put the sandwich in the office fridge, and went downstairs. Janet struggled not to stare at her. She had a striking, witch like face: intense black eyes under thin eyebrows, a slightly hooked nose, wide cheekbones, and dark red lips. Finally the entire train pulled clear of the bridge and Danner heard a sharp cracking followed by a series of heavy rumbles. He looked back in time to see the old bridge drop into the bed of the river, and a weakness worked upward through his body.
The angle of the hunt took everyone closer to the locks. As the distance closed, she saw that the divers were Chinese. A frogman lunged from above and to her right, a straight slash that she easily ducked because her flippers were wedged against a stone and gave her leverage.
She swept her knife as the diver tried to twist away. Mercer tried to remain calm as he watched a team of soldiers at its tip readying another RPG. The VGAS cannon walked its shots from the end of the seawall all the way to the lock. Each round exploded an exact distance from its predecessor in a string of geysers like some sort of overwhelming fountain effect.
Her black hair hung long and loose and she swept it back over her shoulders. I asked which language she preferred we use. Introduction As a follow up to our recent webinar, this article considers our chosen top 5 construction cases of , highlighting the key facts and legal points of each case. These provide some important lessons that can be learned, considered and applied in future contract formation and disputes.
I can recollect some of them fairly clear ever once in a while. I could see the old fort out yonder of the graveyard and see the ocean behind it. From the time Belle was a child, her mother advised her not to make the same mistake. Finish school, she told Belle, and then grab the first chance that came along to get away from the stink and grime of oil-town life.
To help with expenses Belle got a job at a bakery that specialized in fruitcakes. A garage stood directly opposite the jailhouse and cars came and went through its wide front doors. To this side of the jail building and adjoining it was the small residence of the chief jailer Wilber Hendrickson. Bob Ashley checked his pocket watch. One party, the offeror, makes an offer which once accepted by another party, the offeree, creates a binding contract. The helicopter is flying across the lake again.
Hospice Procedures Manual Template There was an oily sheen on his forehead and nose. The last few drags of that Newport hung from his lips, and he was generating a rancid, chemical smell. He reminded Leo of the guy on the descent of man timeline, the one a generation or two away from the dude who first walked upright, not quite monkey, not quite man yet, either.
He sealed it with two strips of tape. The comb made a ripping noise as it tore through his split ends. He liked his life too much to have it end over 2. He wrote that you visited him yesterday. He tried to do his best, and that could not have been easy under the shadows of Zarxes and Phaeryn. He also told me something interesting. He said that you told him he would be a regimental commander-long before the fight against the hill holders.
Contracts law principles in general are uniformly understood and applied across the United States. The other worker bee in the squad was Billy Smith, who was generally conceded to be RIP, as in retired in place. The RIP designation was a little unfair to Billy, who had a serious blood-pressure problem, for which he would take a pill upon arrival in the office.
It would promptly put him to sleep at his desk for an hour or so, and then he would wake up and do paperwork throughout the rest of the morning, until lunch, at which time he would take his next pill and slip back under again.
Everyone figured the Bureau was simply looking the other way until Billy could take his retirement and go away. Larry Talbot had left her a message: Today was the day they went out to tell Mr. She was wired up on cocaine when they admitted her. She claimed she fell against a coffee table. Besides, too many people know about them now. The Woodleys will be stepping in pretty soon.
It sounded as if something was dragging along his right front tire. He could see his breath as he walked around to inspect the tire. It was totally deflated, with the hubcap digging into the gravel. He kept spitting out the word-again and again. He went back into the car, threw on his sweater, then checked the trunk for a spare tire. He kicked a dent in the car door. With his arm around her, he glanced back at Noel and gestured for him to follow.
Sophia wrenched away and walked on alone. Worse, her father gave her too much independence. She expects to speak up and be listened to the same as a man. Let them go longer, my father used to say, and they are hard to train into an agreeable wife. He loaded one round into the pistol and slipped it back into the drawer. He pressed the intercom button on his black telephone.
Also, I want you to get me the earliest flight to Bangkok. Kerikov assumed from her tone that she had heard the shot. His lean body was slick with nervous sweat, his dark hair plastered to his neat head. Then shouts, rising to cries, each snuffed out in its turn. As she watched from her cover, they bunched together on the periphery of a grassy meadow, murmuring among themselves.
Soon they decided it was best to move along-no doubt making note that bandits were about. Two of the younger men sprawled on the ground, a hundred paces or more from the cinders of the campfire, each at the end of a long trail of blood. Both had been shot with arrows that had since been collected, presumably by the assassin who had shot them. Block in has been an attorney for more than 35 years and practices in the areas of business formation, mergers and acquisitions, not-for-profit organizations, private foundations, equity financing, tax law, and the preparation and negotiation of corporate and technology contracts.
A binding contract must deliver one form of consideration for another form Cornell University. The consideration, in a contract, is the object of value that is being exchange. The consideration can be tangible or intangible and varying price and size. Common forms of consideration include real estate, personal property and services. But there was still a hell of a lot of oil under that hill, and not a month after the fire they struck a new gusher.
According to Margarita Donavan, Wendy always wore the cardigan when she gambled. The vicious serial killer is believed to have strangled at least 13 women, all mothers who left behind sons. George Camper of First Episcopal Church. But no one wants to say it out loud. No one even wants to think something similar has happened…. He may have worked with King even longer than they did. Find out if anything happened out there. Did you ask for King at the desk inside the Omni.
She thought back to Gene jumping in the passenger side of the truck, the hug he gave her once in the cab. His skin seemed grayer and it was as though his cheeks were being pulled down by gravity but he was energetic, lively, funny, and it was. Contract formation. There is limited case law on what constitutes a substantial remedy, but in one case the court held that a percentage rate of 0. The law of contract is a set of rules governing the relationship, content and validity of an agreement between two or more persons individuals, companies or other institution regarding the sale of goods, provision of services or … ford duratorq tdci diesel diagram She glanced back at the children in the yard.
Bender-and the children, all in confidence, of course. With shaking hands, he tried to count out a thousand, or whatever it was Harry was supposed to get. The change, two twenties, a ten and a five, he left on the table. Thinking twice about ripping off their ounce, too, he carved a thick line and sucked it up with a twenty.
He rolled from his side to his belly, but that was as far as he got. Robbery, assault with a deadly weapon, and the all-time classic number-one no-no for any ex-con, concealing a handgun, although not too well, in his waistband. I got up once myself when I was dummy. I mentioned to him how nice it was to see a wood fire. I lowered my voice not to interrupt the players.
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He let his hands slide down from her shoulders until they touched her breasts. Then he got up and opened the window. A little roll in the hay with Lois just to show my appreciation for all your hard work. Maybe a tidy little thank you blow job. Just my way of saying thanks for being supercop. Hey…I can have Ritchie himself bring you your cash. Blood roared in his ears and he could feel his gut knotting like a fist. Would you like Karl to hand deliver your blood money.
It was not until afternoon that the crane went into action and the dockers began loading the drums into the three holds of the Copareffl. IMe drums had to be moved one at a time, and inside the ship each drum had to be secured with wedges of wood. As expected, the loading was not completed that day. Finally, Avery turned away and glanced at the ocean. He shoved his hands in his pockets.
Avery backed out of the parking spot. Avery had broken the awkward silence by talking about the case. They parked behind the hair salon, and used the service entrance into the building. He walked to the stove, lifted the lid off the pot and sniffed like a comic-strip husband.
He sauntered to his bed, picked up the book she had tossed there and looked through it. She felt there was something obscene in his expression. He kept staring at her till she flushed and turned away. He pretends to be a tourist and an actress plays his girlfriend. Some zombies sneak up and drag him off into the bushes and tear him up.
The overriding principle is that its a legally being contract unless some law or legal principle says that its not. Here are the elements that make a contract, a contract. The Elements of a Contract: The Law. Offers in Contract Law. An offer is a promise to do, or not to do something that is capable of acceptance by another person.
A contract may fall under one of two general bodies of law — the common law of contracts and the Uniform Commercial Code, commonly known as the UCC. Common Law of Contracts The common law of contracts generally applies to contracts for employment, services, real … fundamentals of physics solution manual pdf But long hair, down to her waist, like a young girl.
Licked his lips with a grey tongue. It was a present, I knew that straight off. Nothing better than a young shaggy inkcap mushroom. All the things around them that people could eat, if only they knew it. I put the mushrooms down by the sink. The man in question is the Ayatollah Yousef Mohaymen Isfahani. It was going to be a long conversation. He had a gag in his mouth and he looked pale and terrified.
They obviously knew each other, and for some reason the thought filled Elena with rage. Recall that common law governs contracts for services and contracts not governed by the UCC. Pollsters had shown that this tone alone garnered him ten points in the election. Take it away and spare both our nations a much tougher fight in the future. This is about hearts and minds as much as it is about oil and power.
You are going to live or die, that was up to fate, but you were always supposed to do it together. His body folded up, bones crackling like china. The building disappeared in an implosion of splintered timbers and powdered brick. A plume of spring water erupted through the debris. Gretel unfurled her umbrella, looking amused. And though Doctor von Westarp kept his medal, he punished them all.
The room was spacious, with exotic houseplants in pots at regular intervals along the walls, yet only one of them had been knocked over. It looked to Fox like all the men had been caught by surprise, and had died within seconds and feet of each other. It meant that whoever had killed them was good. Wolf waited while Fox set a grenade booby-trap behind the door. If Special Forces landed on the roof and came in through the undefended top-floor windows, their arrival would be announced with a loud bang.
Law of Contracts 1. Definition and Forms of contracts The law of contract is concerned about the legal enforceability of promises. In that context, a contract may be described as an agreement that the law the Courts will enforce.
This notion of enforceability is central to contract law. If you break breach the contract, the other party has Transmission Difficulties Franz Boas And Tsimshian Mythology She was wearing a flame coloured dress with a wide, pleated skirt.
She was even more sensational looking than when he had first met her. She had pushed aside her typewriter and her papers and had set two plates on which lay some cold cuts of beef and pickles. There was a bottle of whisky, ice and charge water at hand. Barlowe… it interests me… have you been married long.
Seeing your husband, I should never have imagined you would have married him. Look, this is also none of my business, but do you have any friends staying over. When he reached the middle of the steps Danner kicked out and up, his boot toe catching Andersen under the chin and spilling him into the group.
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Then over to her place for a little brandy and soft music. Then into the bedroom and off to the promised land. Got a supper date with her again tonight. The sound that came through the door was unmistakable. The shimmering lake and the golden-hued Chicago skyline made for a perfect background. Sydney had seen her photo, and found Chloe prettier in person.
Usually she spent a lot of time trying to put her subjects at ease, and here was the subject helping her to relax. She quickly introduced Chloe to her crew--two cameramen and a soundman. Chloe had already met the production assistant. While the shot was being set up, Sydney and Chloe sat down on the park bench where she would interview her.
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He and Tisa were buckled as tight at they could be. Behind him, he could hear the clash of steel on steel as Fisher took on the remaining Dark Man. On the floor, the first Dark Man was already getting to his feet again. She scowled, and launched a furious attack on her Dark Man, trying to fight her way past it to get at Bode, but the lich stood its ground and parried all her blows with inhuman efficiency. Immediately she realized that she was about to be homeless and penniless.
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Frowning, he did a few more tests to Cowan, piercing the lower back, upper back, calves, thighs: trying to find blood. His frown deepened as he examined the ragged wounds at the throat. Strange wounds, not like knife wounds, not like any kind of wounds he had ever seen outside of a textbook.
He bent close, gingerly pressing the flaps of skin back into place like puzzle pieces, reconstructing the throat as accurately as possible. Graham Jones had never seen a dead body before, and to see three in such appalling circumstances was a nightmare come true. He needed to get away from the stench of death and breathe some fresh air. Dead men in white laboratory coats. A mangled tank turret, its paint blackened. Another dead soldier, his body and uniform torched beyond recognition.
So, too, the rifle in his hands. But once he knew what to look for, he found subtle hints strewn everywhere. He picked it up, looping the nylon suspenders over his shoulders and cinching the belt around his waist. Along with a knife, med kit, flashlight, and most important, a compass, he had four additional clips for the machine pistol. I doubt we were on radar when the missiles hit. But when they do arrive, use the Beretta to signal to them.
You know the distress call, three rapid shots. Ears Dooley went first, his thin frame beginning to shake with repressed hatred and anger-and perhaps fear. Sam Dooley waddled along behind his brother, his fleshy face inscrutable as usual. It was surrounded by red coloured brick and the owner had been kind enough to have stacked a pile of freshly cut logs before it.
Looking out the living room window across the fog-covered moors, I wondered if Kayla was safe. I loved Kayla and did feel in some way responsible for her, even though she was only four years younger than me. He beamed at the two Guards like a benevolent uncle, and it took Hawk a moment to realize that this pleasant-looking fellow had to be the sorcerer Tomb. He fussed around them as they settled into their chairs, keeping up a pleasant chatter all the while.
Hawk took all of this with a pinch of salt. It took long years of single-minded dedication, and not a little ruthlessness. Tomb finally produced an exquisite cut-glass decanter and poured three generous glasses of sherry. Hawk took his and sipped it perfunctorily. As Scope watched, the far left door was slowly opened and a masked terrorist in navy overalls appeared in the doorway with a small group of children.
The terrorist then disappeared back inside, locking the door and leaving the kids standing on the front step, holding hands and looking confused. The last thing he wanted to do was draw more attention to himself, not after what had gone on upstairs. Do we have any news on where he might be in the building. They were screaming and shouting and shaking their fists, and glaring in all directions.
Some had clubs or staves or lengths of steel chain, while others had bricks or stones. Already there was blood on the cobbles, and several people lay unmoving on the ground, trampled on unnoticed by the mob. The scent of violence was heavy on the air, ready to erupt at any moment. She went to a double window on the south side of the room, showing Danner her displeasure with a rigid back.
Wearily Danner slumped into an overstuffed chair, holding his silence. McDaniel stood by the end of the desk, twisting uncomfortably as he looked first at Melinda then at Danner. Finally the silence became too much for McDaniel. McDaniel nodded at Danner and lumbered from the room. The old Colonel had been stiff-necked, too, though seldom toward Danner.
Aston Martin Automobile Manuals They had agreed not to tell the admiral about their encounter with Jack until they had had time to talk to Mcnair. They brought a consultant in, some ex-IRS guy. This guy was having trouble not licking his lips. Anyhow, there apparently was nothing there that the cops cared about.
But I was hoping you had some feedback. The Navy went to great lengths to keep selectionboard membership confidential, so the sudden assignment was plausible. The combination brought back enough memories to make him shudder. And why was he thinking of Pippa. He screamed for Selome to duck and spun in place, burning fuel spraying behind him, just inches from reaching the container.
Like an Olympic hammer thrower, he released the can at the gunmen. It sailed at them like a comet, its tail blooming in a billow of flame. It split open an instant before the flame reached it, and the narrow street caught fire, blocking the Sudanese from their intended targets. Usually, the crowds moved with purpose, leading cows, sheep, and goats to and from the pen, but everyone was standing still, watching the flames already rising above the market. Misunderstanding of contract law can often lead to quarrels between the parties involved.
This typically lands many unresolved contract disputes in court, where the validity of the contract will be determined by an overseeing judge. The guard sat in a straightback chair in front of the closed door. We could see the red flarings of his cigarette and it looked like there was some kind of long gun propped against the gate beside him.
Slowed by his injuries, he made his ascent and started off for the building he could see nestled in an excavated bowl of rock. The lagoon behind it simmered like an aquamarine cauldron. Watching for a guard atop the lava and keeping one eye out for anyone lurking in the shadowy trail below, Mercer scrambled along the rim of the path until the van was directly below him. He looked through the multiple windows fronting the spa but saw nothing in the darkness within.
The last of the water was like a flash flood on a dry desert when it reached her throat, cooling and nourishing and desperately needed. She used another towel to wipe the worst of the blood from her face, arms, and legs. In the rear-view mirror, her eyes shone with equal measures of fear and resolve.
And that was only one of the mysteries that needed to be solved - that she needed to solve. Who had saved her life by chasing them away. She turned her head and spoke over her shoulder without stopping. She wondered what Mom was doing now. Canon Printer Manuals Online He cracked his knuckles, and within a few seconds the room was full of the machine-gun clacking of the keys.
When was the last time I heard that noise. DeMeo continued typing, completely oblivious to me. DeMeo had turned to look at something on his desk. What can I do for you, Miss Bracca. My fingers hurt, and the knuckles were swollen, but I could move them, and there was no visible bruising.
If a dispute over a contract arises and informal attempts at resolution fail, the most common next step is a lawsuit. Ingrid was a true innovator in her ancient art, the first human being ever to time-hop like the imaginals did, and that privilege was a direct result of her relationship with Mictlantecuhtli. It sounded like he was reading it from a rule book.
But he admitted he watched the show and was a fan. Her wineglass was already half empty. Can you ask around and find out if anyone there just saw a man in his late twenties using one of the self-serve computer-fax machines. Could you ask your employees if they saw someone like that leaving the store about ten or fifteen minutes ago. Leastwise, he did before the mountain blew. Instead, he turned to Pharyl and Hrehn. Once Quaeryt returned to the post, he went to work on a dispatch to Bhayar. A contract is an agreement recognised by law as legally binding.
Because its legally binding, legal rights - a cause of action - arises if it is breached, and the terms are enforceable against the party in breach.. There really is no definition of a contract, other than it is 1 an agreement, 2 which is legally binding. However, the modern rules regarding the formation and interpretation of contract is largely derived from the common law legal system. A contract is an agreement between two or more people having a lawful objective to do some thing or purchase some product in exchange for a corresponding exchange of value.
Or they had run out of ammunition. Or the advancing echelons of the dead had been destroyed, though he thought that unlikely. He scanned through the channels, and was overjoyed to discover several frequencies had become operational. Water Habitats Introducing Habitats That was a laugh, a big round one. The two of them balling now, with the chick scared out of her bra and Joe looking like Papa Professor with phallic overtones. A raunchy home video of these two in the sack is circulating throughout the Hollywood Hills.
One movie exec is said to have paid ten thousand clams for a copy of the sexually explicit tape. He liked walking in the drizzling rain after dark in the misty glow of the streetlamps. He took long noonday strolls along the seawall so recently completed after the hurricane of that killed 6, The cloudmass broke and the sky lightened to gray and the sea slowly settled to a high gentle roll.
Frank and Ed were exhilarated in their sodden dripping state. John Ashley worked his grip free of the gunwale and washed his face with the rainwater running from his hair. And reflected that his daddy was right-these two were the sailors in the family. She wants to see me now, James, and I I must see her quickly before I die. He said to me that morning that Mary my daughter Mary was brave, ay, and innocent as well.
FBI sources have speculated that the murders had been part of the turf war that rocked Philadelphia for three years following the death of the former don. Until now no suspect had ever been named. It is now believed that Ruger orchestrated the drug buy between his crew and the Jamaican posses, then deliberately provoked a gun battle so that he could get away with both the drugs and the money.
She never did anything by halves. And so far she still believed that she was doing the right thing, although the more she thought about it, the more the doubts gnawed away at her. After all, they had families too. Her voice was calm, but only just, as if she was only a wrong word away from hysteria.
It was the bolt that had snapped off. He strung his next curses into a long sentence.