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Compliance: Theory and Practice in the Financial Services Industry
12A. Derivatives
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|Licensing and Disclosure Requirements
|CA s764A(1) - Things that are Financial Products
|Subject to subdivision D (s765A), the following are financial products for the purposes of Chapter 7: ...
|(c) a derivative.
CA ss765A(1)(n) and (p) exclude from the definition of "financial product" so much of an arrangement as is not a derivative because of s761D(3)(a) and an arrangement that is not a derivative because of s761D(4) (see below).
|CA s761D(1) - Definition of Derivative
|A derivative is an arrangement under which:
|a party to the arrangement must, or may be required to, provide at some future time consideration of a particular kind or kinds to someone;
|that future time is not less than the number of days, prescribed by regulations made for this purpose, after the day on which the arrangement is entered into; and
|the amount of the consideration, or the value of the arrangement, is ultimately determined, derived from or varies by reference to (wholly or in part) the value or amount of something else (of any nature whatsoever and whether or not deliverable), including, for example, one or more of the following:
|• an asset;
|• a rate (including an interest rate or exchange rate);
|• an index;
|• a commodity.
Under s761D(2), anything declared by the regulations to be a derivative for the purposes of s761D is a derivative for the purposes of Chapter 7. A thing so declared is a derivative despite anything in ss761D(3) and (4) (see below).
At the time these provisions were enacted, I expressed the view that the definition of "derivative" was likely to be one of the most problematical provisions in the FSR reforms. It is extremely broad and has the potential to capture a range of transactions that would not generally be considered to be derivatives by market participants.
One needs to have regard to the Explanatory Memorandum for the Financial Services Reform Bill to understand what the draftsperson was trying to achieve in using this definition. Para 6.72 of the Explanatory Memorandum for the Financial Services Reform Bill said:
"The definition of 'derivative' in proposed section 761D has been formulated to replace the existing definition of 'futures contract' in section 72 of the proposed Corporations Act. As recommended by CASAC in its report entitled 'Regulation of On-exchange and OTC Derivatives Markets' the definition focuses on the functions or commercial nature of derivatives rather than trying to identify each product that will be regarded as a derivative. The definition proposed by CASAC in its report has been used in developing the definition in proposed section 761D."
Para 6.73 of the Explanatory Memorandum for the Financial Services Reform Bill said:
"Features of the definition of 'derivative' to note are:
under the arrangement a person must or may be required to provide consideration at some future time. This ensures that options that otherwise fall within the definition are captured (proposed paragraph 761D(1)(a));
the consideration is of a particular kind or kinds. This would cover those contracts that provide for cash settlement or physical delivery (proposed paragraph 761D(1)(a));
contracts, such as spot foreign exchange transactions, which could vary in value as a result of movements in the exchange rate during the settlement period, will be excluded by regulation under proposed paragraph 761D(1)(b);
the definition covers all arrangements where the amount of the consideration or the value of the arrangement varies by reference to something else (of any nature whatsoever and whether deliverable or not), including but not limited to a commodity (proposed paragraph 761D(1)(c));
it encompasses arrangements under which both the amount of the consideration or the value of the arrangement varies by reference to something else. This ensures that the definition covers deliverable options and futures contacts under which the consideration remains the same but the value of the arrangement varies by reference to something else (proposed paragraph 761D(1)(c));
all consideration, including initial or periodic consideration, the amount of which was fixed at the time the arrangement was entered into, is taken into account, ensuring that options under which the obligation to pay the other party a variable amount only arises on the occurrence of a future contingent event [sic are covered];
proposed paragraph 761D(3)(a) excludes from the regime a range of transactions involving the future delivery of something, including such things as contracts for the sale of land with a three month settlement period, while bringing within the regime those forward rate agreements that should be regarded as derivatives, because they are being used for hedging or speculative purposes. This is a difficult dividing line to draw as much depends on the intentions of the particular parties concerned. The existing Corporations Law seeks to deal with this issue by the concept of the likelihood of the agreement being settled other than by delivery (see definition of 'eligible commodity agreement' in section 9 of the Corporations Law). However, CASAC explicitly rejected this test on the basis that the 'unlikely' requirement was not clear and some futures contracts such as deliverable share futures may not be likely to be closed out. Proposed section 761D seeks to address this issue by:
applying the relevant exclusion to tangible property only. It would not therefore apply to a deliverable share or bank bill future, as the underlying property is intangible (proposed subparagraph 761D(3)(a)(i));
rather than focussing on the mandatory delivery aspect, it looks to whether the arrangement can settled by cash or by set-off between the parties. If the arrangement relates to tangible property and can not be cash settled, it will fall outside the definition of derivative (proposed subparagraph 761D(3)(a)(ii));
contracts which provide for some top-up of cash in the event that tangible property does not meet the standard for delivery would none the less be excluded from the definition as a result of the reference to wholly settled by cash in proposed subparagraph 761D(3)(a)(ii);
looking to the wider context in which the arrangement is made and recognising that while a contract on its face appears to require delivery of tangible property, market practice or the rules of a market or clearing and settlement facility mean that delivery is not mandatory, but that the contact can be closed out by entering into an offsetting transaction (proposed subparagraph 761D(3)(a)(iii)).
The definition covers all options other than:
options over unissued shares, which fall within the definition of 'security' (proposed paragraph 761D(3)(c));
options over tangible property which do not allow for cash settlement. Such options would fall within the exclusion in proposed paragraph 761D(3)(a); and
any other options prescribed by regulations (proposed paragraph 761D(3)(d) allows regulations to exclude things from the definition of 'derivative').
[Editorial note: this list of exclusions should have included options over unissued interests in managed investment schemes, as these fall within s764A(1)(b)(iii) if the scheme is registered and s764A(1)(ba)(iii) if the scheme is not registered, and therefore cannot be a derivative (s761D(3)(c)). It should also have included options that confer an equitable right or interest in an issued share or debenture (these fall within para (c) of the definition of "security" and therefore within s764A(1)(a)) or an equitable right or interest in an issued interest in a managed investment scheme (these fall within s764A(1)(b)(ii) if the scheme is registered and s764A(1)(ba)(ii) if the scheme is not registered), and so again cannot be a derivative (s761D(3)(c)).]
Proposed subsection 761D(4) takes out of the definition of 'derivative' arrangements that only vary by reference to a general inflation index. This is intended to take outside the definition arrangements that would otherwise be derivatives merely because they have an inflation clause in them."
Thus, the words "may be required" in (a) and "ultimately determined" in (c) are intended to pick up options, where the obligation to pay the other party a variable amount only arises on the occurrence of a future contingent event (ie the exercise of the option). The reference in (a) to the consideration being "of a particular kind or kinds" is intended to capture contracts or options that provide for cash settlement or physical delivery of underlying product, rate or index. The reference to the value of the arrangement varying in (c) is said to be intended to capture all deliverable (as distinct from cash settled) options and futures contracts where the consideration payable under the option or futures contract does not change but the inherent value of the arrangement does because of movements in the value of the underlying product, rate or index.
At the time these provisions were enacted, I queried then whether a court would agree with the interpretation that all non-excluded options are caught by the definition of "derivative", having regard to the words "something else" in that definition. If you have a deliverable (rather than a cash settled) option over a thing and the value of that option varies simply because of variations in the value of that thing, can that variation fairly be said to have occurred because of "something else"? The other problem with this interpretation is that, if it is right, then theoretically any agreement to buy or sell property that has a fluctuating market value, that falls outside the exclusion for sales and purchases of tangible property in s763D(3)(a) (see below) and that is not immediately settled, effectively becomes a derivative simply because the value of that agreement will vary, between the time it is made and the time it is settled, by reference to that fluctuating market value.
Take the example of an agreement to buy shares on the ASX, which settles on a T+2 basis. Over those 2 days, the value of that agreement will vary with movements in the market value of the shares in question. On the view of the definition of "derivative" expressed in the Explanatory Memorandum for the Financial Services Reform Bill, that agreement to buy shares would be a derivative. [Some may argue that an agreement to purchase shares on a stock market gives the purchaser an equitable interest in the shares purchased and therefore the agreement falls within paragraph (c) of the definition of "security" in s761A and is therefore a "security" in its own right. Accordingly, it will not be a derivative because of the operation of s761(3)(c) (see below). However, the better view is that an agreement to buy shares on a stock market does not give the buyer an equitable interest in any underlying shares because of the way in which the clearing and settlement process works.]
Consider also a standard equipment lease financing. Typically the customer/lessee will be obliged to pay a residual that will vary by reference to the value the financier/lessor obtains by selling the equipment on the termination of the lease. Potentially this arrangement falls within the definition of "derivative" – it is an arrangement under which a person (the lessee) may be obliged to make a payment in the future that is ultimately determined or varies by reference to the value of an asset (the equipment). Note that this is not a bi-partite arrangement for sale of the equipment between the lessor and the lessee (if it was, it would convert the lease into a hire purchase contract) and therefore it cannot fall within the exclusion for sales and purchases of tangible equipment in s761D(3)(a). Nor is it covered by the incidental product exclusion in s763E – if something is a derivative, it is caught by s764A and therefore specifically excluded from the operation of s763E. Hopefully, if this issue were ever to come before a court, the court would look to totality of arrangement and find it was not a derivative but just part of a credit facility.
The Federal Court picked up my point above about the meaning of "something else" in Keynes v Rural Directions Pty Ltd (No 2) [2009] FCA 567, holding that forward contracts for supply of grain were not "derivatives" for the purposes of the Corporations Act because they did not satisfy the requirements of s761D(3)(c). The court said:
"The consideration under the forward contracts is fixed and the plaintiffs do not rely on that part of the definition which refers to the amount of the consideration. They submit that under the forward contracts the value of the arrangement … varies by reference to the market price of wheat or barley from time to time. By way of example, they submit that if the price of wheat or barley rise, and a buyer enters into a contract to sell the same quantity at the then market price, the "value of the arrangement" from the buyer's point of view will increase by the increase in market price.
The plaintiffs also call in aid s 761B which provides as follows:
|an arrangement, when considered by itself, does not constitute a derivative, or some other kind of financial product; and
|that arrangement, and one or more other arrangements, if they had instead been a single arrangement, would have constituted a derivative or other financial product; and
|it is reasonable to assume that the parties to the arrangements regard them as constituting a single scheme;
the arrangements are, for the purposes of this Part, to be treated as if they together constituted a single arrangement."
I do not think s 761B assists the plaintiffs. Taking the example given by the plaintiffs, I do not think another contract, say a contract by the buyer to sell the wheat or barley he has contracted to purchase, can be at one and the same time part of the arrangement for the purposes of determining the value of the arrangement and be the something else within s 761D(1)(c).
On the face of it, the words the value of the arrangement are very broad, and, if the plaintiffs' submissions are correct, many transactions would be derivatives, even though they would not be considered to be derivatives as a matter of ordinary language. Almost all forward contracts for goods which are readily obtainable in the market would be caught. Under the regulations, the prescribed period in the case of contracts, other than foreign exchange contracts, is one business day (reg 7.1.04(1) and see also reg 7.1.04(2)). I acknowledge the fact that there are the exceptions in s 761D(3) but even so, one is cautious of an interpretation of subs (1) which would catch an ordinary transaction like the sale and purchase of a motor vehicle with payment of the purchase price today and delivery in one week's time. It seems to me that the answer lies in the meaning of the "something else" referred to in the paragraph. It includes an asset, a rate (including an interest rate or exchange rate), an index or a commodity and things of any nature whatsoever and whether or not deliverable. In my opinion, although the precise boundaries of the definition may be difficult to identify, the matters the plaintiffs relied on, that is, the fact that there is a market for goods and that a party to the arrangement may enter into a transaction, is [sic not] "something else" for the purposes of paragraph (c).
In my opinion, the forward contracts do not fall within s 761D(1) because the condition in para (c) is not satisfied.
I turn now to consider whether the forward contracts fall within s 763A and s 763C.
The plaintiffs submit that in entering into the forward contracts they were managing a financial risk within s 763A(1) and s 763C. Other than pleading the two sections, they have not pleaded facts in support of their contention, nor is there any evidence in support of it. The plaintiffs submit that a person in their position is likely to enter into a contract when the price was high to avoid the risk of price variations and a production failure. It seems to me that it is possible that a forward contract would be entered into at a particular time in order to manage a risk which has financial consequences; the difficulty in this case is that there is nothing in the [pleadings] to indicate that this was done in the case of the forward contracts. Had the case turned on this point, it would have been necessary to hear from the parties as to whether the plaintiffs should be given the opportunity, assuming they could do so, to provide proper pleadings or particulars of their case under s 763A and s 763C."
An appeal against this decision was rejected by the Full Federal Court in Keynes v Rural Directions Pty Ltd [2010] FCAFC 100.
A similar issue came before the NSW Supreme Court when a party to a litigation funding deed sought to avoid the deed on the basis that it amounted to the provision of a financial service by the litigation funder who did not have the requisite licence to provide such a service. Amongst other things, the plaintiff sought to argue that the deed was a derivative because it provided for a return that was ultimately determined by reference to either the proceeds of the litigation or the legal costs incurred in the litigation. The deed provided for its immediate cancellation if there was a change of control of the plaintiff and for the payment of an early termination fee in those circumstances. The court at first instance (Chameleon Mining NL v International Litigation Partners Pte Ltd [2010] NSWSC 972) held that the litigation funding deed was not derivative, saying:
"Section 761D(1)(c) requires the amount of the consideration or the value of the arrangement ultimately to be determined, derived from or vary by reference to (wholly or in part) the value of something else. The word "ultimately" in the subsection plainly qualifies the words "determined, derived from or varies by reference to" (there being no comma before the words which follow the words in parentheses).
This is no doubt because it is in the nature of a derivative that the value of the arrangement will (as the word "ultimately" connotes) in every case be affected by (and hence derived from) the value of something else. The Deed does not have this invariable operation, as the facts in the present case demonstrate. The amount of the Early Termination Fee on the particular Change in Control here is not determined or derived from, nor does it vary by reference to the value of, something else."
On appeal (International Litigation Partners Pte Ltd v Chameleon Mining NL [2011] NSWCA 50), three remarkably different findings were reached by the Court of Appeal on this point. Young JA held that the litigation funding deed was not a derivative as it related to and created an interest in the relevant legal proceedings rather than being dependent on "something else". He also held that it was not a contract for the future provision of services nor a credit facility (it was simply an agreement to pay costs but included no loan or advance of money). Giles JA considered that the funding agreement was a derivative because the value of the arrangement was affected by something else, that is, the legal costs or the outcome of the litigation. He also held that it was not a contract for the future provision of services but rather a contract for the provision of money and agreed with Young JA that it was not a credit facility. Hodgson JA, on the other hand, found that some aspects of the litigation funding deed were potentially a derivative but that the arrangement was excluded from being a derivative because it was a contract for future provision of services. He also considered that it amounted to a credit facility and was therefore excluded from being a financial product under s765A(1)(h). On further appeal to the High Court (International Litigation Partners Pte Ltd v Chameleon Mining NL [2012] HCA 45, the High Court unanimously held that the litigation funding facility was a credit facility and therefore excluded from being a financial product under s765A(1)(h). The High Court did not express any view on whether or not the funding agreement was a derivative under s761D.
For a discussion of some of the issues raised by this case, see '3. Derivatives' in Lewis, A Decade On - Reforming the Financial Services Law Reforms (note that this paper was written prior to the High Court decision but the concerns discussed in the paper persist, given the narrow basis for the High Court's decision and its lack of any analysis of the scope of s761D).
Regardless, it would seem clear that the draftsperson intended the definition of "derivative" to pick up futures and futures options traded on the ASX, ASX 24 and other futures markets; ETOs, warrants and CFDs traded on the ASX and other stock exchanges; and OTC derivatives. In ASIC re Giann & Giann Pty Ltd [2005] FCA 81, the Federal Court confirmed that the definition of "derivative" captures exchange traded options and exchange traded index options. In ASIC v Stone Assets Management Pty Ltd [2012] FCA 630, the Federal Court also confirmed that the definition of "derivative" captures contracts for difference over foreign exchange, metals and indices.
|Having said this, for a further and recent illustration of some of the vagaries inherent in the definition of "derivative", see Davidof and ASIC [2017] AATA 37, where the Administrative Appeals Tribunal set side a banning order against someone who had engaged in market manipulation in relation to mini-warrants on the basis that the mini-warrants were not derivatives and therefore not financial products to which CA ss1041A and 1041B could apply. Mini-warrants do not have a set expiry date and the Tribunal held therefore that they did not meet the requirement that a party must or may be required to provide consideration at a future time. That decision overlooks the inclusion in s761D(1)(a) of the word "may" and is, with respect, plainly wrong.
|CA s761D(3) – Exclusions from Definition of Derivative
|An arrangement in relation to which:
|a party has, or may have, an obligation to buy, and another party has, or may have, an obligation to sell, tangible property (other than Australian or foreign currency) at a price and on a date in the future;
|the arrangement does not permit the seller's obligations to be wholly settled by cash, or by set-off between the parties, rather than by delivery of the property; and
|neither usual market practice, nor the rules of a licensed market or a licensed CS facility, permits the seller's obligations to be closed out by the matching up of the arrangement with another arrangement of the same kind under which the seller has offsetting obligations to buy;
|but only to the extent that the arrangement deals with that purchase and sale.
|A contract for the future provision of services.
|Any of the financial products specifically listed in s764A(1) (other than a derivative).
|Anything declared by the regulations not to be a derivative.
All of these exclusions are subject to s761D(2) (ie the items in question can be prescribed to be derivatives under the regulations).
In relation to s761D(3)(a), note the anti-avoidance provisions in CA s761B, which provides that if: (a) an arrangement, when considered by itself, does not constitute a derivative, or some other kind of financial product; (b) that arrangement, and one or more other arrangements, if they had instead been a single arrangement, would have constituted a derivative or other financial product; and (c) it is reasonable to assume that the parties to the arrangements regard them as constituting a single scheme; the arrangements are to be treated as if they together constituted a single arrangement. Absent s761B, parties could structure a derivative over a commodity as a deliverable agreement under which one agrees to sell the commodity to the other at a fixed price in the future and then a further deliverable agreement under which the party receiving the goods agrees to sell a similar quantity of goods back to the supplier at market price. The two delivery obligations would effectively cancel each other out and just leave an obligation for one party to pay to the other the difference between the fixed price and the market price at the time of delivery, the economic equivalent of a derivative. As deliverable agreements over commodities, neither agreement, by itself, would fall within the definition of derivative because of s761D(3)(a). Taken together under s761B, however, they would.
Note also the limitation in s761D(3)(a) to arrangements involving the sale and purchase of "tangible property". It therefore does not apply to arrangements involving the sale and purchase of intangible property such as securities and debt instruments.
In Keynes v Rural Directions Pty Ltd (No 2) [2009] FCA 567, mentioned previously, the Federal Court also held that forward contracts for supply of grain were not "derivatives" for the purposes of the Corporations Act because they fell within the exception in s761D(3)(a). In so doing, the court rejected an argument that the fact the sellers might be liable in damages for failure to deliver the grain meant that the sellers' obligations could be wholly settled by cash:
"If it be assumed (as is probably the case), that a failure by a seller to deliver wheat or barley under forward contracts of the type in question in this case would ordinarily lead to an award of damages rather than an order for specific performance, then, putting to one side for the present the effect of washout provisions, it would only be in a very loose sense that it could be said that the seller's obligations could be wholly settled by cash, rather than the delivery of the property. I do not think that that is what s 761D(3)(a)(ii) means. It seems to me that the important words in the paragraph are arrangement, permit and rather than. It seems to me that those words mean that the option wholly to settle an obligation by cash must be in the arrangement, it must be vested in the seller and the alternatives of paying cash or delivering the property must be of a similar nature or standing. The "option" of paying damages is not an option provided by the arrangement, nor is it of a similar nature or standing as the obligation to deliver the property. ...
The obligation to pay damages arises when the seller breaches his obligations, not when he settles them. The buyer's right to recover nominal damages in certain circumstances reinforces the point. There is also force in the submission of counsel for [one of the defendants] that it is inherently unlikely that Parliament would have intended that the application of a provision such as paragraph (ii), with all the consequences that flow therefrom, would turn on whether the discretionary remedy of specific performance was likely to be awarded."
The court also rejected a similar argument about a "washout" provision in the contract that provided that the seller could avoid the contract by paying a liquidated amount in the event their crop failed:
"I turn now to the plaintiffs' second submission in relation to this paragraph, namely, that the washout provisions in the forward contracts mean that they fall outside the terms of paragraph (ii) because they permit the seller's (that is, the plaintiffs') obligations to be wholly settled by cash, rather than the delivery of the property. I reject that submission because the washout provisions are of a different nature and have a different operation to a permission in the arrangement for the seller's obligations to be wholly settled by cash. First, the washout provisions in the case of the ... first forward contract only operate if the plaintiffs suffer production failure, and they only operate in the case of the [other] forward contract[s] if the seller finds that he is or will be in default. Secondly, it is correct to say that, in essence, the washout provisions operate at the option of the buyer, not the seller. Thirdly, where invoked, the washout provisions result in a measure of damages similar to that specified in s 50(3) of the Sale of Goods Act 1895 (SA) brought forward to a time at which it has become obvious to the seller that he or she will not be able to meet the obligation to deliver the goods.
In my opinion, it is proper to characterise the washout provisions as contractual provisions as to the buyer's remedies in the case of breach and the measure of damages or compensation payable to the buyer in those circumstances."
The court further held that evidence led by the plaintiffs that growers were able to enter into offsetting contracts to reduce or cancel out their liability on forward contracts in a financial sense, did not constitute a market practice allowing for the seller's obligations to be "closed out":
"It seems to me that what the plaintiffs identified is not a usual market practice permitting the closing out of the seller's obligations by the means specified. What the plaintiffs identified was a means of making a profit or capping a liability in a market where goods are readily obtainable. It is the nature of the goods, not usual market practice, which permits the seller to act in the way specified. It is also important to note that what must be closed out are the seller's obligations. It seems to me that the use of these words and the reference in matching up … with another arrangement support the contention of [one of the defendants] that the market practice referred to in the paragraph (iii) is one whereby the seller's obligations are for all practical purposes brought to an end upon the entering into of the offsetting arrangement. That, to my mind, is what the paragraph is directed to and there is simply no evidence of a usual market practice of that nature in the case of forward contracts. The market practice identified by the plaintiffs (if it is a market practice) is not of that nature."
As mentioned above, an appeal against this decision was rejected by the Full Federal Court in Keynes v Rural Directions Pty Ltd [2010] FCAFC 100.
In relation to s761D(3)(c), one of the incidental effects of this provision is that the definition of "security" takes precedence over the definition of "derivative". This means that a hybrid product that might otherwise fall within the definition of both "security" and "derivative" will be regarded as a security rather than a derivative. That has led to some drafting acrobatics for hybrid products like warrants, which we look at later in lecture 12B.
The financial products mentioned in s764A include various types of insurance. Derivatives and insurance are both financial products used to manage financial risk. This may lead to some interesting and difficult characterisation issues as to whether a particular risk management product is a derivative or an insurance product (and therefore not a derivative under s761D(3)(c) even if it otherwise falls within the definition of "derivative" in s761D).
A similar issue arises in relation to managed investment products. A product that by itself may be a derivative can easily transmogrify into a managed investment product if it is marketed to multiple investors and it involves a pooling of investment funds or a "common enterprise". It would therefore be excluded from being a derivative by s761D(3)(c).
|The issues caused by the interplay between the definition of "derivative" with the definition of other financial products is explored further in section 3B of Lewis, A Decade On - Reforming the Financial Services Law Reforms.
|CA s761D(4) – Exclusion for CPI Clauses
|An arrangement under which one party has an obligation to buy, and the other has an obligation to sell, property is not a derivative for the purposes of Chapter 7 merely because the arrangement provides for the consideration to be varied by reference to a general inflation index such as the Consumer Price Index.
Again, this exclusion is subject to s761D(2) (ie the item in question can be prescribed to be a derivative under the regulations).
|CR r7.1.04 - Derivatives
|For s761D(1)(b), the prescribed period is:
|for a foreign exchange contract - 3 business days; and
|in any other case - 1 business day.
|For s761D(2), an arrangement is declared to be a derivative if the following conditions are satisfied in relation to the arrangement:
|the arrangement is not a foreign exchange contract;
|under the arrangement, a party to the arrangement must, or may be required to, provide at some future time (which may be less than 1 day after the arrangement is entered into) consideration of a particular kind or kinds to someone;
|the amount of the consideration, or the value of the arrangement, is ultimately determined, derived from or varies by reference to (wholly or in part) the value or amount of something else (of any nature whatsoever and whether or not deliverable), including, for example, one or more of the following:
|• an asset;
|• a rate (including an interest rate or exchange rate);
|• an index;
|• a commodity.
CR r7.1.04(1) defines the prescribed period for working out whether a derivative has been entered into as 3 business days for foreign exchange contracts and 1 business day for all other derivatives and then r7.1.04(2) effectively gets rid of that requirement for everything that is not a foreign exchange contract. The net effect of all of this is basically to replace the s761D definition of "derivative" with the definition in CR r7.1.04(2)(b) and (c), and to exclude from the definition of "derivative" spot foreign exchange contracts, which in accordance with market practice are settled 2 business days after entry.
CR rr7.1.04(4)-(7) provide similar carve outs to the extended definition of "derivative" in CR r7.1.04(2) to those contained in CA s761D(3) and (4).
Return to Outline
|Licensing and Disclosure Requirements
|Persons who carry on a business of advising on, or dealing in, derivatives need a financial services licence authorising them to provide that service or to be an authorised representative of such a licensee.
|If they deal with retail clients, they need:
|Financial Services Guide
|Statement of Advice for any advice given
|Product Disclosure Statement for any products provided or recommended
|To act in the best interests of the client when giving personal advice
|To avoid conflicted remuneration and comply with ongoing fee requirements
|To warn if giving personal advice based on incomplete or inaccurate information or if giving general advice
|Dispute resolution systems
|Compensation arrangements
ASIC has imposed standard financial requirements for Australian financial services licensees who issue over-the-counter (OTC) derivatives to retail clients, including contracts for difference and margin foreign exchange to ensure that they have adequate financial resources to operate their business in compliance with the Corporations Act and to carry out supervisory arrangements. Such licensees are required to have an NTA of the greater of $1 million or 10% of average revenue, with 50% of the required NTA held in cash or cash equivalents and 50% held in liquid assets. They are also be required each quarter to prepare projections of cash flows over at least a 12 month period based on their reasonable estimate of revenues and expenses over that term, which must be certified as reasonable by the issuer's directors.
These requirements are outlined in ASIC Regulatory Guide 166 Licensing: Financial requirements and have been implemented through Class Order CO 12/752 Financial requirements for retail OTC derivative issuers.
|CA s761E - Definition of Issue and Issuer
|As a general rule, a derivative is issued to a person when the person enters into the legal relationship that constitutes the derivative (s761E(3)).
|Each person who is a party to a derivative that is not entered into, or acquired, on a financial market is taken to be an issuer of the product (s761E(5)).
|Where a derivative is entered into, or acquired, on a financial market, the issuer is taken to be:
|if the product is entered into, or acquired, on the market through an arrangement made by a financial services licensee or an authorised representative of a financial services licensee acting on behalf of another person - the financial services licensee; or
|otherwise - the market operator (s761E(6)).
As mentioned in Lecture 1, the concepts of who is the issuer of a financial product and when a financial product is issued to a person are important ones, since issuing a financial product may not only give rise to a need to have an AFSL, it may also be the trigger point for a requirement to give a Financial Services Guide, Statement of Advice or Product Disclosure Statement.
For OTC derivatives, both parties to the transaction are regarded as the product issuer and therefore technically both could be required to give a PDS to the other party. However, the retail/wholesale distinction and the precondition for the product disclosure requirements to apply that a product must be issued in the course of a business of issuing products will generally ensure that at most only one party is subject to the product disclosure requirements. Where both parties are wholesale, neither will be required to disclose, while if one party is wholesale and the other is retail, only the wholesale party will be required to disclose. In the unlikely event that both parties are retail, the business test may operate to ensure that only one has an obligation to disclose.
In relation to derivatives that are traded on a licensed market, where a financial service licensee is involved in the transaction, they will be regarded as the issuer and required to prepare the PDS. It is open to the financial market operator to offer assistance to licensees in preparing the PDS if it so wishes, but each licensee is responsible for the content of the PDS. Where there is no intermediary involved in a derivatives transaction on a market, the market operator will be regarded as the product issuer and responsible for the preparation of the PDS. This provision anticipates the possibility that developments, for example, in electronic trading systems may enable clients to enter into transactions directly on a market without the involvement of an intermediary.
ASIC has granted general relief from the PDS provisions of the Corporations Act for financial services licensees who are deemed to be issuers of exchange traded derivatives by s761E(6) of the Act so that consumers only receive a single PDS (see ASIC Corporations (Exchange-Traded Derivatives: Multiple Issuers) Instrument 2016/883).
|CR r7.1.04D - Meaning of Issuer for Certain Derivatives
|This regulation applies in relation to a financial product that:
|is a derivative; and
|is entered into, or acquired through a facility conducted in accordance with:
|the Corporations (Exempt Futures Market - National Wholesale Electricity) Declaration 1999; or
|the Corporations (Exempt Futures Market) Declaration 2001.
|Each person who is a party to the financial product is taken to be an issuer of the financial product.
|Ss761E(5) and (6) of the Act do not apply to the financial product.
These markets are OTC wholesale markets that operated outside the previous CA licensing regime through ASIC exemptions (hence the reference to exempt futures market declarations). As they are exclusively wholesale markets, no PDS requirements apply to derivatives issued on these markets.
|CR r7.9.07B – Modification of PDS Requirements for Market-traded Derivatives
|the standard terms and conditions relating to a type of derivative are specified by the market operator and made generally available to the public;
|the financial services licensee in relation to the derivative is taken to be the issuer of the derivative under s761E(6); and
|a retail client for the derivative has agreed to the terms and conditions as applicable to the financial product or products that are the subject of the transaction,
|s1013D(1) is modified in its application to the derivative as if the information required by ss1013D(1)(b), (c), (d) and (f) were required to be included as general information about the type of derivative, including, for example:
|general information about exercise prices for the type of derivative;
|general information about expiry dates for the type of derivative; and
|general information about exercise styles for the type of derivative.
|In addition, the following information may be taken into account for s1013F:
|information that is, or is required to be, disclosed to the market in relation to the underlying thing from which a derivative derives its value, including information published by a market operator in relation to financial products (including derivatives and types of derivatives) in the form of market data or educational material which is generally made available to the public by the market operator;
|other information that a market operator is required to disclose to the market, in accordance with the Act, including:
|information that was required to be disclosed to the market operator; and
|information that the operator was required to disclose in order to meet its obligations under the Act; and
|information that is generally made available to the public by a market operator in relation to financial products, including information published about derivatives and types of derivatives in the form of market data or educational material.
CA s1013D(1) ordinarily requires a PDS to contain:
information about any significant benefits to which a holder of the product will or may become entitled, the circumstances in which and times at which those benefits will or may be provided, and the way in which those benefits will or may be provided;
information about any significant risks associated with holding the product;
information about:
the cost of the product;
any amounts that will or may be payable by a holder of the product in respect of the product after its acquisition, and the times at which those amounts will or may be payable; and
if the amounts paid in respect of the financial product and the amounts paid in respect of other financial products are paid into a common fund - any amounts that will or may be deducted from the fund by way of fees, expenses or charges; …
information about any other significant characteristics or features of the product or of the rights, terms, conditions and obligations attaching to the product; …
Requirement (c) in the slide above is a little vague. How do you show agreement by a retail client to the terms and conditions applicable to a market traded derivative? Does this mean you have to explain all of the detailed terms and conditions of the product to the client and get their express agreement? Or is it sufficient that the retail client has simply placed an order to buy or sell the derivative and can therefore be taken to have agreed to its terms.
|CA s1013F provides that information is not required to be included in a PDS if it would not be reasonable for a person considering, as a retail client, whether to acquire the product to expect to find the information in the PDS. Factors that can be taken into account in that regard include the extent to which the product is well understood by the kinds of person who commonly acquire products of that kind as retail clients and the kinds of things such persons may reasonably be expected to know.
|CR r7.9.07C – No Right to Return Certain Derivatives in Event of No or a Defective PDS
|Financial products that are derivatives are excluded from s1016F if the operating rules of a licensed financial market or a licensed CS facility permit the closing out of the derivatives by the matching up of the arrangement with another arrangement of the same kind under which a person has assumed an offsetting position.
CA s1016F ordinarily provides that if a financial product is issued or sold to a client under a defective PDS, the client has the right to return the product and to have the money they paid to acquire the product repaid.
Return to Outline
|CR r7.9.63A(2) - Persons Who Must Confirm Transactions
|A transaction:
|that is not the issue of a financial product (other than a derivative that is not a warrant);
|in which a financial services licensee deals in the financial product on behalf of the holder of the financial product; and
|by which the holder acquires or disposes of all or part of the financial product;
|must be confirmed by the financial services licensee.
|CR r7.9.63A(3) – Confirmation of Issues
|A transaction:
|(a) to which CR r7.9.63A(2) does not apply; and
|(b) by which a financial product is issued to a holder;
|must be confirmed by the issuer of the financial product.
Under CA s1017F(2), the issuer of a product is generally responsible for the confirmation of a transaction in that product. However, where a financial services licensee acts on behalf of a client to acquire (other than by way of issue), or dispose of, a financial product, CR r7.9.63A(2) effectively displaces the general rule in s1017F(2) and requires the licensee, rather than the product issuer, to issue the confirmation. By reason of the parenthetical words in r7.9.63A(2)(a) above, this rule also applies where a financial services licensee acts on behalf of a client to acquire, by way of issue, a derivative that is not a warrant – ie the licensee must issue the confirmation for the issue of the product rather than the product issuer.
Hence, the combined effect of the words in italics in CR r7.9.63A(2) and CR r7.9.63A(3) is that where a non-warrant derivative is issued, or any derivative is sold or purchased, through a licensee, the licensee must confirm the transaction. Any other transaction in a derivative must be confirmed by the issuer.
For completeness, where a warrant or any other type product that is not a derivative is acquired by way of issue, r7.9.63A(2) does not apply. Instead, r7.9.63A(3) reiterates the general rule in s1017F(2) that the product issuer must issue the confirmation for the issue of the product.
It has to be said that r7.9.63A(2) is appallingly drafted. Para (a) contains a triple negative and is one of the worst examples of non-plain English drafting I have ever come across. When you combine r7.9.63A(2) with r7.9.63A(3)(a), you end up with a quadruple negative!
Return to Outline
Copyright © 2002-2017 Inhouse Legal Solutions Pty Limited ABN 16 003 663 456.


text:
Cavium Networks' NITROX PX XL Accelerator
accelerators are on display at the Intel Developer Forum,
San Francisco, Sept 18 -20, 2007 and Cavium Networks is participating
in a panel discussion at IDF about trends of networking and
application acceleration processors.
"With the highest performance product
line, a broad range of interface connectivity, and support
for the latest algorithms and protocols, Cavium Networks has
established itself as the worldwide market-share leader in
network-security accelerators", said Bob Wheeler, senior
analyst with The Linley Group. "This new product will
help Cavium's existing customers in networking, UTM,
L4-L7 and SSL Server applications as well as newer customers
requiring an easy-to-integrate solution."
The NITROX PX XL PCI-Express Accelerators
The NITROX PX XL provides a high-performance, power efficient
PCI-Express security accelerator for a broad range of networking,
security and storage applications. Key features and benefits
NITROX PX XL accelerators enable industry's
highest performance for SSL and IPsec within a single PCI-Express
card, including SSL performance of up to 65,000 SSL transactions
per second and 10Gbps SSL record processing (ARC4 + MD5),
and IPsec performance of up to 10Gbps of 3DES+SHA1 packet
processing, 90K (180 bit exp) Diffie-Hellman operations/second.
NITROX PX XL Accelerator Software
The NITROX PX XL accelerator family is supported by a rich
set of software, including Linux, BSD and operating system
independent drivers, and APIs for IPsec, SSL and crypto processing
used in storage security applications.
"Cavium's NITROX PX XL accelerators
enable networking, storage and wireless vendors to quickly
integrate high-performance security acceleration with the
latest algorithms," said Rajneesh Gaur, Director of
Product Marketing at Cavium Networks. "Building upon
the success of our existing NITROX security processor family
and recent collaboration announcement with Intel we look forward
to provide our customers with world-class application acceleration
Availability and Pricing
Samples for NITROX PX XL NHB4 accelerators are available now.
Pricing in 100 unit quantities is $1250.
About Cavium Networks
Cavium Networks is a leading provider of highly integrated
semiconductor products that enable intelligent processing
in networking, communications, storage, and security applications.
Cavium Networks offers a broad portfolio of integrated, software
compatible processors ranging in performance from 10 Mbps
to 10 Gbps that enable secure, intelligent functionality in
enterprise, data-center, broadband/consumer and access &
service provider equipment. Cavium Networks processors are
supported by ecosystem partners that provide operating systems,
tool support, reference designs and other services. Cavium
Networks principal offices are in Mountain View, CA with design
team locations in California, Massachusetts and India. For
more information, please visit:http://www.caviumnetworks.com.
Cavium Networks is a Member of the Intel® Communications
Alliance, a community of communications and embedded developers
and solution providers. For more information, please visit
Cavium Networks Contact:
Angel Atondo
Marketing Manager
Cavium Networks
805 East Middlefield Road,
Mountain View, CA 94043
Telephone: 650-623-7033
Email: firstname.lastname@example.com
All contents are Copyright © 2000 - 2017 Cavium. All rights reserved. Privacy Policy | Copyright Policy | Site Map

subset: commoncrawl


text:
- Please select a date to see the proper prices!
- Meal can be requested on the spot
Best offer
59 € / person / night, no meal
Description of the accommodation:
Rooms, services The guests of Klosterhof Gutenzell-Hürbel may stay in 17 nicely furnished, comfortable rooms in Gutenzell-Hürbel. If you feel like having a meal not included in your chosen type of catering, you can always taste local dishes in the restaurant of the hotel. For those arriving by car parking is available nearby. The fans of actively spent leisure time may take the nearby opportunities to rent a bike. Upon preliminary notice airport transfer can be requested. At the hotel you may go online via wireless Internet connection (WiFi). The exact list of services available at Klosterhof Gutenzell-Hürbel (including those for an extra fee) and the exact list of equipment in a room can be found on the information sheet below.
Payment Credit card guarantee or advance bank card payment may be necessary for finalizing your reservation, depending on the exact room, date and price.
Arrival, opening hours The earliest check-in time to your room is 12:00, the latest check-out time from your room is 12:00. English and German languages are spoken by the personnel.
Klosterhof Gutenzell-Hürbel rooms Rooms
- Please select a date to see the proper prices!
Accommodation services
Free WiFi in shared places
Bike rental at the accommodation
- Hairdresser's parlour
Airport transfer
Own restaurant
Hairdryer, Desk in the room
General Policies
On Saturday and Sunday: 8:00 - 21:00


text:
Vegetarian Any Day
Whether eating meatless meals once a week or every day, a vegetarian-based diet is anything but boring, considering the selection of vibrant, whole foods available in grocery stores and markets. Vegetarian Any Day will show you how to incorporate more tasty vegetables, ancient grains and whole foods into your daily routine with satisfying and fool-proof recipes the whole family will love. Click here to see what the experts are saying about Vegetarian Any Day!
We've re-invented some old favourites and have some new ideas. No one will even notice meat is missing when these satisfying and healthy dishes hit the table!
These everyday recipes show you how to expertly blend the heartiness you crave with the nutritional powerhouses you'll find in your produce aisle. As an added bonus, many of the recipes are gluten-free, dairy-free and vegan.


text:
CCIA Saving Pack
BeITCertified CCIA Saving Pack best suits to individuals, corporates and trainers and includes three products for each exam as pdf, self test software and online engine. CCIA Saving Pack is available from one month to lifetime free updates options.
Included Products
- Practice Questions and Answers for 12 Exams as PDF
- Self Test Softwares for 12 Exams as Installable Application
- Online Testing Engines for 12 Exams as Online Tool click here to see exams list
Products Features
- Instant Download Access
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- User Friendly Interface
- 100% Pass Guarantee
- Latest Questions & Answers
- Various Learning Modes
Exams Detail
- No. of Exams : 12 Exams
- Formats : PDF, Simulator & Online Tool
- Updated : October - November 2017
Usage Detail
- Free Updates : 1 Month
- Usage : Single User - 2 PC's
- Download Limit : Unlimited
Purchase Options
CCIA Certification Exams
- 1Y0-222 - MetaFrame Presentation Server with Feature Release 3
- 1Y0-223 - MetaFrame Presentation Server 3.0: Enterprise Edition Administration
- 1Y0-306 - Citrix Access Gateway 4.2 with Advanced Access Control:Admin
- 1Y0-456 - Citrix Access Suite 4.0: Build/Test
- 1Y0-610 - Core Technologies and Architectures
- 1Y0-611 - Design, Integration and Methodology
- 1Y0-613 - Citrix Access Suite 4.0:Analysis
- 1Y0-A01 - Citrix Xen Server Enterprise Edition 4.0: Administration
- 1Y0-A03 - Citrix XenDesktop 2.0 Enterprise Edition: Administration
- 1Y0-A08 - Advanced Administration for Citrix XenApp 5.0 for Windows Server 2008
- 1Y0-A09 - Implementing Citrix XenServer Enterprise Edition 5.0
- 1Y0-A18 - Administration for Citrix XenApp 6
CCIA Product FAQ's
How to become CCIA Certified using your product?
- Register your CCIA exam in prometric or vue.
- Buy CCIA package and download the stuff.
- Start practicing with PDF and Test Software.
- Take exam in the centre and pass in 1st go.
What if I am unable to pass CCIA certification?
There's a very few chances of your failure in exam. If this happens; we will provide you refund within 60 days from purchase date.
Do you offer free updates for CCIA questions?
Yes. We provide updates free to our customers within the subscription.
Do you offer demo for all exams?
Yes; we offer demo for all exams as (Practice Q&A's as PDF, Test Software as Application and Online Engine as Online Tool).
How often CCIA changes its pool of questions?
It not happens so often but once in 3-4 or more months as updation of CCIA questions is a tough procedure.
Can i resell CCIA questions at website or to people?
No; you can't do it by purchasing any above packages. If found; we permanently block the account.
Can i share stuff with my colleagues or friends?
Sharing with a friend of colleague is only allowed when you buy CCIA Corporate Saving Pack.
What are the system requirements?Minimum System Requirements are:
- Any microsoft operating system
- 1.4 Ghz processor
- 1 GB Ram
- 20 MB available hard disk space (may vary)
For how long i can use the product?
You can use the product for whole subscription period without any interruption or restriction.
On how many pc's I can use products?
You are allowed to use the products on 2 computers and with CCIA Corporate Saving Pack; you can use on maximum 100 computers.
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We provide 24/7 email support and 9-5 online chat support.
Buying 2 or more CCIA Products?
Instead of buying 2 or more CCIA products packages; we recommend you to buy CCIA Corporate Saving Pack.
How to pay for the package?
You can pay with Visa/Master credit card; we accept credit card payments via UK payment gateway PAYPOINT.NET.
Have any more questions?
Click here to contact us.


text:
Yearly Archives: 2016
170K Service
Mileage: 169,611KM
Another routine service for the engine but out of preventive maintenance schedule for the AL4 (gearbox). For the past few weeks, I had random limp modes on the gearbox. At most, 5 – 6 times in a single trip. Means, 5 – 6 times, I have to restart the car to clear off the limp mode temporarily.
Mileage: 166,332KM
Do It Yourself: Yes
Difficulty: Medium
Slight vibrations felt for the last couple of days. Thought it was my engine top mounting… End up, it was something unexpected. The vibrations can be felt on these scenarios…
160K Service
Mileage: 162,866KM
Routine service schedule and not many items in the list that need to be done. Only a filter and engine oil change. The mileage is a bit overshoot from the recommended interval set by the BSI alas 2.5K extra still within the threshold. Today is the return of Amsoil as the lubricant brand of choice.
Mileage: 162,700KM
Do It Yourself: Yes
Difficulty: Easy
Both of my side blipper shown the sign of discoloration. One of it has single line cracked across. Time to replace them.
The cracked lens – red rectangular box
Rubber Seal
Mileage: 162,312KM
Do It Yourself: Yes
Difficulty: Easy
This is more towards aesthetics mod. Considered as revision 2 of original mod to overcome wind and noise intrusion between the two doors at the center pillar.


text:
, UK United Kingdom (PressExposure) December 07, 2007 -- Kate Moss and Topshop present their fourth capsule collection of signature pieces for Christmas. Kate encapsulates her ever-changing sense of style with an exquisite collection of embellished pieces that further echo the luxury rock and roll feel of the Autumn/Winter collection currently in store.
The new Christmas Kate Moss collection for Topshop comprises beautiful dresses, fine gauge knits, intricate lace capes and sharp Saville Row-inspired tailoring, accented by studded accessories.
Referencing Patti Smith, Victoriana, and the glamour of the 1930s, the collection takes the customer from the chicest girl in the office to sex bomb at every Christmas party.
Detail is everything, from a finely studded ivory silk mini dress, to a luxurious emerald green pleated Marilyn dress, and pure Blondie graphic striped dress. Raspberry ruffles fall in tiers on a cute cocktail mini dress, while classic little black dresses include a knitted mandarin-style mini dress with buttoned neckline, jet black chiffon dress with flared pleated skirt, a demure 50's style knee length dress carrying Plissé pleats and a fun rockabilly black & white polka dot mini dress with bustle and sweetheart neckline.
The glamorous halter-neck dresses in pale pewter and black slinky satin are floor sweeping. A mini dress and cape are made with intricately embroidered, delicate black Victoriana style lace. The short 'waist-coat' jacket is a great boxy jacket for day and sits alongside a cool slim fitting Tuxedo and chic cigarette pants.
A silver flapper dress is adorned with strings of silver and clear beads and is inspired by the couture dress made with Swarovski crystals, which Topshop recently auctioned online with all proceeds going to the Princes Trust.
Small clip frame bags of patchwork satin in oyster and in black feature pretty embroidered poppies and feathers, black bugle beads appear on third taller clip-frame.
Kateâs own personal signature is recognisable in every piece and is quintessentially Kate Moss ... the most beautiful girl at the party. Prices range from £35 to £250.
Kate Moss Topshop PR contact: Andrew Leahy Topshop Press Office Colegrave House 70 Berners Street London W1T 3NL
+ 44 (0)20 7927 1484


text:
Birth March 7
March 7 -- Teri and Jamie Larson of New York Mills, girl, Taya Ann Larson, 7 pounds, 14 ounces and 20 inches long, Tri-County Hospital in Wadena. Grandparents are Alan and Diane Jorgensen of Wadena and Jerry and Kathy Larson of New York Mills. Taya is welcomed home by her big sister, Aubrey.


text:
Alex Baldwin WINCHESTER — Chief Peter MacDonnell reports that Winchester Police arrested a man on attempted breaking and entering charges Saturday night after an off-duty officer who was walking his dog noticed the man behaving suspiciously. ALEX BALDWIN, AGE 31, who is currently homeless but most recently resided in WOBURN, was arrested and charged with: Attempting to Commit […]
2013 Winchester Police Relief Association Fundraiser
The Winchester Police Relief Association fundraiser has begun. Unfortunately, scams do exist where people not involved with the relief association attempt to take advantage of unsuspecting individuals wishing to make a contribution. The relief association would like to take this opportunity to announce that our fundraiser has begun and will continue through mid April. If you do wish to contribute, please be certain to make checks payable to Winchester Police Relief Association. One option to contribute is to leave your donation taped to your door or mailbox for one of our solicitors to pick up. If you don't feel comfortable leaving a check for one of our solicitors, you can mail it to 30 Mt. Vernon Street, Winchester MA 01890 or drop it off at the police station. If you have any questions or concerns, contact Relief Association President, Officer Stephen Palmer at (781) 729 -1214.
- Man Arrested for Attempted Breaking and Entering, Assault and Battery on Officer
- Business and Residence Database


text:
Best [email protected]+91-9560297002. Unitech Group Noida has launched its new affordable homes 'Unitech Unihomes 3' located in Sector 113, Noida. Being developed by Unitech, Unihomes is a 50 acres project close to the heart of Noida - the address you have always aspired for. Nestled amongst greens and landscaped parks, Unihomes 3 offers 1, 2 & 3 bedroom apartments. Unitech Unihomes 3 offers the quality living residential project that you have always dreamt of. Each apartment of Unitech Unihomes 3 has been efficiently designed to maximize space & sunlight while ensuring a superb community living experience. /nMARKETED BY: Bricks and Mortar A-3, Sector 4, Noida Contact No.'s: 1800 103 4142, 9560297002 Visit Us: http://www.bricksandmortar.co.in Write Us: [email protected]
Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author.While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server.
Unitech Unihomes 3, Sector 113, Noida
Bricks & Mortar | Global Real Estate Advisory Pvt. Ltd. |
Type: 1, 2 and 3 BHK (Affordable Homes)
Area: 805 sq ft - 1192 sq ft
Price: Current price is of Rs. 3500/sq ft Onwards.
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Bricks & Mortar
Toll free: 1800 103 4142
Enquiry: +91-9560297002
Visit Us: http://www.bricksandmortar.co.in
Write Us: [email protected]


text:
Quick Details
- Type: Pet Apparel & Accessories
- Apparel & Accessory Type: Coats, Jackets & Outerwears
- Application: Dogs
- Feature: Eco-Friendly, Stocked
- Place of Origin: Guangdong, China (Mainland)
- Brand Name: Doglemi
- Model Number: DM30070
- 3 colors: pink/black, blue/black,green/black
- material: cotton
- Remaining Shelf Life: >6 months
- Is customized: Yes
- size: XS,S,M,L,XL
Packaging & Delivery
|Packaging Details
|clear poly bag
|Delivery Time
|7-30 days
2015 Best Selling Dog Jacket Fashion Heated Dog clothes Jacket Washable Dog clothes Wholesal
Please choose the proper size from the chart
Wash it by hand in 30-degree water, hang to dry in shade, prohibit bleaching
Size chart is just for reference, there may be a little difference according to manual measurement
The pictures are of the actual products. But due to the different light and monitor setting. Minor color difference maybe existed. Please understand and thank you very much
Most of the products on our website got stock; some of them need to manufacture, please confirm the lead time with us before you place the order.
Method 1: By T/T (bank transfer)
Method 2: By Western Union or Money Gram ( Any amount are acceptable)
Method 3: By PayPal (Any amount is possible, charge an extra 5% of the total amount)
Method 4: By Alibaba Escrow (Any amount is possible, charge an extra 3% of the total amount)
We normally use DHL, UPS, FEDEX, and EMS or TNT, and will let you know which carrier to use for your country before you place the order. Tracking number will be provide after your order send out.
If you prefer to use your own delivery account, let us know before you make the payment.
If you choose to use your own forwarder to handle your delivery also let us know ahead.
When the order is cost too much to send by express, we can send by airfreight, or by sea
Any complain contact Ms Barbara Lee, we will get back to you within 24 hours.


text:
'The Church in the Home' looks at marriage and family life from local Catholics
As we celebrate #NFPWeek by sharing...(continued)
What I learned from an NFP survey
Mama Needs Coffee -
A lot of people are hurting, and a lot of people...(continued)
Celebrating NFP Awareness Week!
NFP Awareness Week Begins July 23rd, 2017
"It's Time! Say...(continued)
NolaCatholic e-Bulletin- July 19, 2017
See below to download the complete NOLACatholic e-Bulletin for July 19,...(continued)
Archdiocesan eCatholic initiative helps parishes evangelize online
Over 60 parishes, schools and ministries have...(continued)
Daily Devotionals for Busy Lives
Especially in the past few years, as the demands of parenting and ministry...(continued)
Book Review: The Complete Father Brown
"What do you call a man who wants to embrace the chimney...(continued)
Pope Francis' July Prayer Intention- Those distant from the Christian faith
Let us pray that our brothers and...(continued)
Making Everyday Holy
Struggling to dedicate your life to God? Try these simple holy habits.
Life is busy. We are...(continued)
There's a summer saint for that
By Jennifer Gregory Miller | Jul 14, 2015
I've been busy with summer...(continued)
NolaCatholic e-Bulletin- July 5, 2017
See below to download the complete NOLACatholic e-Bulletin for July 5, 2017...(continued)
A Prayer for America
A Prayer for Government
By Archbishop John Carroll
We pray, Thee O Almighty and Eternal...(continued)
NolaCatholic e-Bulletin- June 28, 2017
See below to download the complete NOLACatholic e-Bulletin for June 28,...(continued)
Is 'praying always' possible?
"Pray without ceasing." (1 Thessalonians 5:17)
Book Review: Divine Renovation: From Maintenance to a Missional Parish
Divine Renovation: From Maintenance...(continued)
Informe de la reunión de los obispos de los Estados Unidos
Por Arzobispo Gregory M. Aymond
Clarion Herald...(continued)
Report from the June meeting of the U.S. bishops
By Archbishop Gregory M. Aymond
Clarion Herald – 6/24/17
Archbishop Aymond, local leaders announce Crimestoppers "Project Good Samaritan"
NolaCatholic e-Bulletin- June 21, 2017
See below to download the complete NOLACatholic e-Bulletin for June 21,...(continued)
Letting Christ Guide your Parenting
When my children look at me, they should see a resemblance to the face of...(continued)
Book Review: Jesus Through Middle Eastern Eyes
In his latest book, Jesus Through Middle Eastern Eyes,...(continued)
Fortnight for Freedom 2017: Freedom for Mission
Hold firm, stand fast, and insist upon what belongs to you by...(continued)
A Blessing for Father's Day
God our Father,
In your wisdom and love you made all things.
Bless these men, that...(continued)
NolaCatholic e-Bulletin- June 14, 2017
See below to download the complete NOLACatholic e-Bulletin for June 14,...(continued)
Prayers offered for Congressman Scalise
"We are saddened by this act of violence. Our prayers are...(continued)


text:
EU Competition
Reference by French court on application of Article 101 to patent licence. On 2 March 2015, details were published in the Official Journal of a reference from the French Cour d'appel de Paris to the European Court of Justice for a preliminary ruling on the application of Article 101 of the TFEU. The question referred asks whether Article 101 of the TFEU must be interpreted as "precluding effect being given, where patents are revoked, to a licence agreement which
requires the licensee to pay royalties for the sole use of the rights attached to the licensed patent" (Case 567/14 – Genentech Inc. v Hoechst GmbH, formerly Hoechst AG, SanofiAventis Deutschland GmbH (OJ 2015 C73/12)).
EU Cartels
Appeal by Philips against smart card chip cartel decision. On 2 March 2015, details were published in the Official Journal of an appeal lodged by Philips and Philips France against the European Commission's decision on the smart card chips cartel. In its appeal, Philips claims that the Commission failed to establish the alleged infringement of Article 101 of the TFEU to the requisite standard. In addition, it claims that the Commission committed procedural errors, failed to handle the case fairly and impartially, and breached its rights of defence. In addition, Philips also claims that the Commission erred in the calculation of the fine imposed (Case T–762/14 – Philips and Philips France v Commission (OJ 2015 C73/37)).
Summaries published of decisions in Swiss Franc interest rate derivatives cartels. On 28 February 2015, the European Commission published summaries of its October 2014 decisions on two separate cartels involving Swiss Franc interest rate derivatives (CHIRD). Both decisions were reached under the cartel settlement procedure. In the first case (CHF LIBOR), JP Morgan was fined EUR 61,676,000. In the second case (Bid Ask Spread Infringement), UBS, JP Morgan and Credit Suisse were fined a total of EUR 32,355,000. Royal Bank of Scotland (RBS) received full immunity from fines in each decision under the Commission's Leniency Policy. The Opinions of the Advisory Committee and the Final Reports of the Hearing Officer in each case have also been published (OJ 2015 C72/7–14).
Summary of Commission decision in paper envelopes cartel. On 3 March 2015, the European Commission published in the Official Journal a summary of its December 2014 decision to fine five envelope producers a total of EUR 19.4 million for their participation in a cartel to coordinate prices and allocate customers for certain types of envelope (OJ 2015 C74/5). The decision was reached under the Commission's settlement procedure. The Opinion of the Advisory Committee and the Final Report of the Hearing Officer have also been published (OJ 2014 C74/3–4).
ECJ dismisses appeals by Versalis, Eni and the Commission in chloroprene rubber cartel case. On 5 March 2015, the European Court of Justice (ECJ) handed down its judgment in the appeals by Versalis SpA (Versalis) (formerly Polimeri Europa) and its parent company Eni SpA (Eni) against the General Court judgments that dismissed their appeals against the European Commission's decision on the chloroprene rubber cartel. The ECJ also handed down its judgment in the appeal by the Commission against the same General Court judgment (the cases were joined by the ECJ). The ECJ dismissed the appeals in their entirety. (Joined cases C93/13 – Commission v Versalis SpA and Eni SpA and C123/13 – Versalis SpA and Eni SpA v Commission, Judgment of 5 March 2015 (ECLI:EU:C:2015:150)).
EU Mergers
Phase I Mergers
- M.7387 – BP/Statoil Fuel and Retail Aviation (02/03/2015)
- M.7490 – Macquarie European Infrastructure Fund 4 LP (MEIF4)/Wren House Infrastructure Management Ltd/E.On Spain (02/03/2015)
- M.7492 – Banco Bilbao Vizcaya Argentaria (BBVA) of Spain/Garanti of Turkey (04/03/2015)
- M.7524 – Lone Star/Hanson Building Entities (05/03/2015)
State Aid
Commission approves tax aid scheme to promote investment in French outermost regions. On 2 March 2015, the European Commission announced that it has decided under the state aid rules to approve a French tax scheme that is intended to promote investment in the French outermost regions (MEX/15/4527). Under the scheme, tax assistance will provided for investments in companies located in Guadeloupe, French Guiana, Martinique, Reunion, Mayotte, Saint Barthélemy or Saint Martin. The tax incentive scheme will be in force until the end of 2017. The French authorities will carry out an evaluation of the effectiveness of the plan before the end of 2017. In this case, the Commission concluded that the aid scheme will encourage the development of the French outermost regions, without distorting competition in the internal market.
ECJ ruling on validity of state aid decision on unlawful state guarantee to Portuguese bank. On 5 March 2015, the ECJ handed down a preliminary ruling on a reference from a Portuguese court on questions relating to the validity of a European Commission state aid decision. The Commission had found that a state guarantee granted to the Portuguese bank BPP constituted unlawful and incompatible aid, which must be recovered. In the context of national insolvency proceedings, the Portuguese Court raised questions about the validity of the Commission decision. The ECJ ruled that the questions referred disclosed nothing that was capable of affecting the validity of the Commission's decision. According to the ECJ, the Commission had correctly applied its Banking Communication on state aid to banks during the financial crisis and concluded that the state aid could not be approved under Article 107(3)(b) of the TFEU (Case C667/13 – Estado português v Banco Privado Português SA and Massa Insolvente do Banco Privado Português SA, judgment of 5 March 2015 (ECLI:EU:C:2015:151)).
UK Mergers
CMA decision on anticipated acquisition by esure of Gocompare.com. On 2 March 2015, the Competition and Markets Authority (CMA) published the full text of its decision on the anticipated acquisition by esure Group plc (esure) of the remaining 50% of the share capital of Gocompare.com Holdings Limited (Gocompare). The CMA announced its decision not to refer this merger to a Phase 2 investigation on 23 February 2015. The CMA found that esure and Gocompare operate in different markets within the insurance industry and there are no horizontal overlaps between their activities. In assessing vertical effects, the CMA examined the national upstream markets for the supply of PMI and home insurance and the national downstream markets for price comparison website (PCW) services related to distributing PMI and home insurance. The CMA explored potential vertical theories of harm in relation to the foreclosure of insurers and information sharing. However, the CMA concluded that there was no realistic prospect of a substantial lessening of competition as a result of vertical effects in relation to any of these markets.
CMA consults on material change of circumstance in acquisition by Ryanair of minority stake in Aer Lingus. On 3 March 2015, the CMA issued a notice inviting comments on any material change of circumstance and/or special reason within the meaning of section 41(3) of the Enterprise Act 2002 since the Competition Commission's final report on the completed acquisition by Ryanair of a minority stake in Aer Lingus. Ryanair has made an application seeking review of the final report, which requires Ryanair to reduce its shareholding in Aer Lingus to 5% of Aer Lingus' issued ordinary shares. Ryanair argues that a divestment remedy is no longer necessary or proportionate, given that IAG's recent bid for Aer Lingus calls into question the Competition Commission's finding that Ryanair's shareholding prevented Aer Lingus from merging with, being acquired by, or otherwise entering into combinations with other airlines. Ryanair also considers that, whether or not the CMA still considers that a divestment is appropriate, the final remedies order in its current form, consulted on in 2013 and which requires a trustee to sell Ryanair's shares in a manner prescribed by the CMA, would be unworkable. The CMA invites comments by 17 March 2015.
CMA issues "preliminary" invitation to comment on BT/EE merger. On 4 March 2015, the CMA took the unusual step of issuing a "preliminary" invitation to comment in relation to the anticipated acquisition by BT of the mobile network operator EE. The CMA notes that this is an early opportunity for interested third parties to make their views known on the transaction. The CMA has not yet commenced a formal investigation of the transaction.
UK Competition
CAT grants CMA extension of time to apply for costs against Eurotunnel and SCOP. On 3 March 2015, the Competition Appeal Tribunal (CAT) handed down a ruling granting the CMA an extension of time to make an application for costs against Groupe Eurotunnel S.A (Eurotunnel) and Société Coopérative de Production SeaFrance SA (SCOP). This followed the CAT's dismissal of the applications by Eurotunnel and SCOP for review of the CMA's decision on the
Groupe Eurotunnel/SeaFrance merger. Due to a clerical error, the CMA did not make its application for costs until nine days after the deadline that the CAT had directed. The CAT concluded that, with regard to all the circumstances and the overall justice of the case, despite the lack of good explanation for the delay, it was appropriate to extend the time for the CMA to apply for costs. It noted, in particular, that if an extension were refused, the CMA as the successful party, may have to bear very substantial costs which it otherwise had the prospect of recovering, whereas Groupe Eurotunnel and the SCOP, whose judicial review applications failed, stood to gain an unexpected windfall (Groupe Eurotunnel S.A. and SCOP v Competition and Markets Authority ([2015] CAT 4)).
Commissioner calls for updating trade policy to reflect globalization. On 3 March 2015, EU Trade Commissioner, Cecilia Malmstrom, delivered a speech explaining that the European Commission is seeking to update its trade policy this Autumn in the face of an integrated world economy. According to the Commissioner, the EU must boost trust in its trade policymaking, and facilitate free movement for EU citizens, goods and services.
Speeches & Publications
Commission publishes second Competition Merger Brief. On 3 March 2015, the European Commission published the second edition of its "Competition Merger Brief". This provides analysis of important recent merger cases, written by staff of DG Competition. The second edition includes an article on the Facebook/Whatsapp merger clearance. It also includes an article on the Commission's phase II conditional approval of the Liberty/Global Ziggo merger, in another fastmoving technology market. It also includes an article on the Huntsman/Rockwood phase II conditional clearance. Finally, the Merger Brief includes an article on the acquisition of Lafarge by, as an example of an exceptionally large case, both in terms of the merger itself and the remedies package.


text: Is there a way to have a different background picture on each screen within one scene? The only way I can figure out to have different pictures is to have a different picture on each scene, and flip between them. Are there any apps that will do this? I really miss having different pics on each screen, like I did on my old phone.


text:
Community images
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Product Description: eReplacements Premium Power Products POA-LMP98 - projector lamp
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Bulb life cycle: 2000 hour(s)
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text: Alright guys, does anybody know the answer to this? When I first got SSBB, I had to send it to Nintendo (before I modded) because my Wii wouldnt read the disc. Now, I hadnt played it for a long time and today tried to play it, but the Wii cannot read the disc. Is it because of the cIOS im using, or do I need to clean the laser lens?


text:
"staff to be more considerate for ..."
About: Chase Farm Hospital Chase Farm Hospital Enfield EN2 8JL
Posted via NHS Choices (as ),
What could be improved
staff to be more considerate for patients and childrens ward to be made into a nicer surrounding for children to stay in .
Anything else?
to be involved in your childs care and when you ask to see your childs doctor not to wait hours or even days .my child spent 3 weeks there and the whole time i was unhappy with his care they need to close it down so people that live near to the hospital are taken somewhere with better care .
Response from Chase Farm Hospital 7 years ago
Thank you for your comments and I was sorry to read of your concerns. If you would like to contact the PALS Office, either by email on firstname.lastname@example.com or by telephone on 020 8375 2378 with more details we will look into this for you.
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Hilton Pattaya
Select your stay dates to check availability at Hilton Pattaya
Hilton Pattaya
About the Hotel
Property Location
With a stay at Hilton Pattaya, you'll be centrally located in Pattaya, steps from Central Festival Pattaya Beach and minutes from Pattaya Memorial Hospital. This 5-star hotel is within close proximity of Hard Rock Cafe and Pattaya Beach.
Make yourself at home in one of the 302 air-conditioned rooms featuring refrigerators and LCD televisions. Rooms have private balconies. Satellite programming provides entertainment, and wired and wireless Internet access is available for a surcharge. Private bathrooms with separate bathtubs and showers feature deep soaking bathtubs and complimentary toiletries.
Rec, Spa, Premium Amenities
Relax at the full-service spa, where you can enjoy massages, body treatments, and facials. You're sure to appreciate the recreational amenities, which include 3 spa tubs, a health club, and a sauna. This hotel also features complimentary wireless Internet access, babysitting/childcare (surcharge), and a hair salon.
Enjoy a meal at one of the hotel's dining establishments, which include 3 restaurants and a coffee shop/café. From your room, you can also access 24-hour room service. Relax with your favorite drink at a bar/lounge or a poolside bar. Buffet breakfasts are available daily for a fee.
Business, Other Amenities
Featured amenities include a business center, express check-out, and a 24-hour front desk. Event facilities at this hotel consist of a conference center, conference space, and meeting rooms. Free valet parking is available onsite.
Hotel Facilities
- 24-hour fitness facilities
- Number of restaurants - 3
- Babysitting or childcare (surcharge)
- Number of buildings/towers - 1
- Health club
- Wedding services
- Business center
- Full-service spa
- Number of meeting rooms - 5
- Free self parking
- Designated smoking areas
- Coffee shop or café
- Breakfast available (surcharge)
- Shopping on site
- Total number of rooms - 302
- Spa treatment room(s)
- Free WiFi
- 24-hour front desk
- Multilingual staff
- Conference center
- Bar/lounge
- Number of floors - 34
- Poolside bar
- Hair salon
- Steam room
- Conference space
- Elevator/lift
- Snack bar/deli
- Number of spa tubs - 3
- Rooftop terrace
- Free valet parking
- Sauna
- Meeting rooms 5
- Express check-out
- Year Built 2010
- Outdoor pool
Room Facilities
- Refrigerator
- Minibar
- Balcony
- Satellite TV service
- Wired high-speed Internet access (surcharge)
- Turndown service
- Separate bathtub and shower
- Rollaway/extra beds (surcharge)
- Hair dryer
- Private bathroom
- Deep soaking bathtub
- Slippers
- Free toiletries
- Phone
- Pillow menu
- Desk
- Iron/ironing board
- In-room safe
- Free bottled water
- Room service (24 hours)
- Coffee/tea maker
- Air conditioning
- WiFi (surcharge)
- Blackout drapes/curtains
Hotel Policy
Know Before You Go
- Reservations are required for massage services and spa treatments. Reservations can be made by contacting the hotel prior to arrival, using the contact information on the booking confirmation.
The following fees and deposits are charged by the property at time of service, check-in, or check-out.
- Fee for buffet breakfast: THB 550 for adults and THB 275 for children (approximately)
- Fee for in-room wireless Internet: THB 500 per 24-hour period (rates may vary)
- Fee for in-room high-speed Internet (wired): THB 500 per 24-hour period (rates may vary)
- Rollaway bed fee: THB 1400++ per night
The above list may not be comprehensive. Fees and deposits may not include tax and are subject to change.Show all hotel policy Show less hotel policy


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text:
Pella window rain seal
A quick learner from LaGrangeville, NY says:
October 24, 2015
On this bubble seal, bubble is 1/4 " height and the base that slides in the grove is 3/16"
Paul from SWISCO responded:
October 27, 2015
I'm afraid we don't have a bubble seal in that size. Can you confirm the size of the bubble itself? It seems to be compressed, so make sure to compensate for that in your measurement. In the meantime, look at our 58-053 and see if you could use this.


text:
Perennials that offer evergreen foliage, interesting flowers, and low-maintenance care are a rare gem--especially when they deliver all that in shady spots. Hellebores do just that, and with our 2015 fall collection just in, we're highlighting some favorites:
The blossoms of 'Ivory Prince' begin a lovely cream color with a pink blush, maturing to soft green with a pink overall hue. It's a hardy grower to 18" x same, and one of our standby varieties each year.
'Merlin' blooms a rich rose pink with flower maturing to a deep burgundy/plum color. It's slightly more compact, reaching up to 15" x same.
'Painted' is part of the 'Winter Jewels®' series. Developed by Ernie and Marietta O'Byrne of Northwest Garden Nursery in Eugene, Oregon, this series offers an array of seriously unique Hellebores in dazzlingly unique colors and patterns. 'Painted' presents bright white blooms splashed with burgundy flecks, creating a bright, focal bloom in shady spots.
These and other Hellebore varieties arrive through the cool season and thrive in full to partial shade (dappled sunlight, or bright, indirect light, is great). They appreciate a well-drained soil rich in organic matter, and do best when kept evenly, but lightly moist throughout the year--and they'll thrive and return for years to come, offering an abundance of unique blooms during winter and early spring.
Read more on the blog of Riz Reyes about his trip to visit Northwest Garden Nursery here. For more information and beautiful photos of other varieties in the series, see Northwest Garden Nursery's site here.
Read more about growing Hellebores and other varieties we've had at last year's post here.
Plan to get in to NHG soon before they're gone!


text:
Hot Topic in Ethics - 2017
Hot Topic in Ethics - 2017
Ethical Issues in Electronic Communication & Social Media
This highly interactive seminar will consider ethical issues that emerge when providers and clients communicate by electronic means and engage social networking technologies. Discussion will include provider-recipient trust, boundaries, confidentiality and responsiveness. Participants will have the opportunity to analyze the impact of modern communication and record keeping technologies on ethical assumptions. Presented by Michael Gillette, Ph.D., president, Bioethical Services of Virginia, Inc.
Click here to open registration form
Friday, February 17, 2017
11:30 am - Registration & Lunch
12:00 noon – 3:00 pm - Workshop
First Colony Conference Center, Lynchburg General Hospital Lynchburg, Virginia
Cost & Registration: $75.00 ($50.00 for Centra employees).
A group discount of $50.00/person is offered if three or more employees from the same organization register at the same time.
Fee includes registration, workshop materials, lunch and certificate verifying 3.0 attendance contact hours. Substitutions are permitted, but no refunds after February 3. Space is limited. Questions? Email email@example.com or call 434-200-4447.


text:
T'is the season! In the next few weeks, we can expect to see a flurry of Christmas-themed slots. Play'n Go is the first in line with its Xmas Joker. Its reels are decked with boughs of holly, festive ornaments, bells and yummy. Merry music plays in the background, transporting you to Santa's workshop or a very Christmassy casino. Grab a mug of eggnog and get spinning.
Review Sections
Now, click to read whichever section tickles your fancy.
Game Overview
|Release Date
|November 2015
|Betsafe Casino
|Software Provider
|Play'n Go
|Slot type
|Video Slot
|Android App, iPhone App, Browser
|Return to Player (RTP)
|Slot Reels/ Paylines
|3 reels/ 5 paylines
|Min/ Max Bets
|50p – £100
|Max Win
|Free Spins
|Up to 10 free spins
|Scatter Symbols, Free Spins, Mystery Multiplier
|Current Jackpot
|Beautiful audio visuals throughout the game
|Low payouts, too simple
Have a go at Xmas Joker at BetsafeBack to Top.
Back to Top.
There are three reels and five fixed paylines. It's a very simple game, a little too simple in fact. There are five symbols in Xmas Joker – the glittery star atop the Christmas tree, bells, gingerbread men, candy canes and a red ornament. Winnings range from 10 to 50 times your wager.
Players can have a go at Xmas Joker from 50p to £100 per spin. Please do not play with any more than the minimum bet though. While the game's packaging may trigger merry feelings, its mechanics does not. I spun the reels for a straight two minutes without scoring any sizeable wins. The reels kept my hopes up with lots of stacked symbols, or similar symbols that appear in the same column. However, these matching symbols hardly appear on the same row. It soon became a very dull and expensive gaming session.
It feels just like Christmas morning inside Xmas Joker's bonus game. Score three Joker Symbols and you'll get 10 free spins. The free spins mode bears even more gifts. If three gift symbols appear during free spin mode, you'll get 10 free spins. If two gift symbols appear, you'll get a mystery multiplier. Tear open the packaging and you'll reveal your multiplier prize; these range from 1 to 100x your total bet. To be honest, any multiplier worth 1-10x would make a terrible gift. I've never had the pleasure of opening any of these presents myself, as this feature did not make an appearance throughout my entire gaming session.
From the first second of playing Xmas Joker, I was hit with the warm fuzzy feeling of Christmas. The artwork and background music are simply spot on. This game is released simultaneously at mobile and desktop casinos. Both versions feature high-definition animation and smooth performance. I must commend the game's simple user interface as well. There are simple buttons to configure your bet level and a handy AutoPlay function.
Unique Features
Xmas Joker is produced by a Swedish gaming company called Play'n Go. It's a formidable name in the slots world. Play'n Go has recently been nominated for the EGR Industry Awards. The company has released a slew of titles in the past six weeks, all of which showcased premium graphics. I enjoyed its Eye of the Kraken, while other players on the Internet have spoken highly of Happy Halloween. However, a common complaint with all of Play'n Go's games are that they are slow to accumulate wins. They are beautiful, but they aren't very exciting.
If the game appears on your game lobby, go ahead and play a few spins. Some festive music and friendly jokers would do you good on a cold November night. However, don't hang around for too long. Xmas Joker is not generous with cash or Christmas gifts. Payout is low, free spins are rare and bonus features non existent. Let's sit tight and hope that the slot world's next Xmas offering is a good one.
Enjoy Christmas with Xmas Joker at Betsafe


text:
- 26 1/2'' x 32 1/2''
- Gift wrap not available
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Item# 80-035775
Produced in celebration of Mastry, the major retrospective at The Met Breuer, this fine art poster celebrates the exhibition's signature image by Kerry James Marshall (American, born 1955), one of America's greatest living painters.
Rights and Reproduction: � Kerry James Marshall
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text:
16 Oct 2017, 03:24pm by Mike Tanier
With Aaron Rodgers probably done for the year and the Kansas City Chiefs looking like the Chiefs again, are we back to a default of the New England Patriots solving their defensive issues to become Super Bowl champions? Who can emerge when the playoff picture has been thrown into such disarray? Also, jokes about how the Arizona Cardinals have a lot of old guys.
10 comments, Last at 19 Oct 2017, 7:08pm by The Ninjalectual
16 Oct 2017, 03:14pm by Andrew Potter
A bad day for the shoulders of quarterbacks around the league, and a very bad day for the Green Bay Packers.
5 comments, Last at 18 Oct 2017, 7:00pm by Pen
15 Oct 2017, 06:56pm by Vincent Verhei
Colin Kaepernick has filed a grievance against the National Football League, claiming the owners colluded to blackball him and keep him out of the league.
124 comments, Last at 11 Nov 2017, 8:50pm by Wade8813
12 Oct 2017, 05:03pm by Aaron Schatz
In a 2-1 decision, the Fifth Circuit Court of Appeals has vacated the preliminary injunction of Ezekiel Elliott's suspension. So he's suspended again... except the Cowboys are on bye week, and Elliott will likely appeal this ruling before next week's games. So he's probably not suspended again. Or something.
23 comments, Last at 19 Oct 2017, 8:53am by jtr
11 Oct 2017, 04:39pm by Vincent Verhei
The Chicago Bears lost to the Minnesota Vikings 20-17 on Monday Night Football, but all anyone wants to talk about is their two-point conversion play:
13 comments, Last at 12 Oct 2017, 2:11pm by PatsFan
09 Oct 2017, 02:10pm by Andrew Potter
If upset victories were the theme for Week 4, major injuries were the theme of Week 5. Three of the league's top players won't play another down in 2017.
9 comments, Last at 12 Oct 2017, 11:37pm by LionInAZ
09 Oct 2017, 08:38am by MikeTanier
A little bit of everything this week, from a Packers-Cowboys rundown to images from the Cutler-Cassel matchup of the ages to a statue for The Unknown Quarterback.
1 comment, Last at 09 Oct 2017, 12:49pm by mehllageman56
04 Oct 2017, 04:01pm by Aaron Schatz
Our work to add more advanced stats to historical analysis of the NFL continues! As of today, we've added pages with drive stats and pace stats for the 1993, 1994, and 1995 seasons, giving us 1993-2017 in their entirety. Among the interesting tidbits to learn here: the 1993 Buffalo Bills had a faster situation-neutral pace than any offense in the league until Chip Kelly came to the NFL. We'll have to see what it looks like when we eventually add 1990-1992 as well.
1 comment, Last at 05 Oct 2017, 8:16pm by Theo
02 Oct 2017, 07:42pm by Aaron Schatz
Looking at the difference between DVOA vs. types of receivers and the stats that are more useful for DFS. (Click to read more.)
6 comments, Last at 05 Oct 2017, 9:16pm by Vincent Verhei
02 Oct 2017, 04:57pm by Vincent Verhei
The Chicago Bears have announced that Mitchell Trubisky, the second overall pick in this year's draft, will be their starting quarterback in Week 5 when they host the Minnesota Vikings on Monday Night Football.
11 comments, Last at 05 Oct 2017, 3:11am by Alexander
DVOA has finally climbed on board the Wentz Wagon! The Eagles move into the No. 1 spot, but they aren't the only strong, well-balanced team in the NFL this year. New Orleans, Pittsburgh, and the Los Angeles Rams make this one of the best seasons ever for multiple teams over 30% in DVOA, and Minnesota isn't far behind.


text: My C35 brush cutter won't start. I've ruled out fuel and compression. The coil tests good at <1 ohm primary and about 3k ohms secondary. However I don't see a visible spark. Is there anyway to test the solid state ignition module? It's located on the outside of the unit. At $55 + freight it's a little spendy to buy if it's not really the problem. Is there a foolproof way to test for spark? (I've been fooled before trying to observe spark from a plug outside the engine and grounded).