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Our politicians must again view their primary function in Washington as public service, not as the perpetuation of their own ambitions. The balance most of today's politicians strike between their reelection and actual public service is hideously biased towards the former.
Fortunately, to find a model for how our elected officials should act, we can look to our founding father, George Washington. Washington was a hero to his contemporaries and, as Garry Wills explains in his book Cincinnatus: George Washington and the Enlightenment, "like the Roman Cincinnatus (the famous Roman general who resigned from a position of near absolute dictatorial authority and returned to his farm and family), Washington perfected the art of getting power by giving it away. He did this when he resigned as Commander in Chief of the Revolutionary Army, and again when he declined to run for a third term as President."
Wills relates a story of a conversation during the Revolutionary War between the British King George III and the artist Benjamin West, who knew both the King and Washington. Asked by the King what General Washington would do if he prevailed, West told the King he thought that Washington would return to his farm. "If he does that," the King is supposed to have remarked, "He will be the greatest man in the world."
How has the culture in Congress evolved so far away from Washington's values? How did we get to a place where policies most of our legislators agree would be good for America do not get enacted because concerns of partisan politics or generating continuing political contributions get in the way? Our elected officials' jobs are to move this nation forward, regardless of whether doing so puts their reelection at risk. As my friend Jasmine Davis has said, "We need more Washingtons in Washington."


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Just to gauge the speed of assimilation, I took a tally of marriages within my extended family. First, I counted myself – happily married to a lady half-Italian. We have one daughter who married a wonderful man who proudly claims to be "16% Italian," the rest northern European.
In all, I have eleven nieces, nephews, and first cousins who are 100% Italian, as I am. Five of them married partners of Italian stock, three married non-Italians, and three are unmarried.
These married relatives produced 19 children – Of those, only 11 are married – 2 to partners of Italian stock and 9 to non-Italians. The odds are that the unmarried children will eventually hook up with non-Italians.
I'm sure you see the same trending in your extended families. Bottom line: Italian American "culture" has already become mostly "a state of mind."
I notice at family gatherings, where we used to feel italianita` through slang, music, food, and topics of conversation, the only Italian tone today may be a pasta course.
On Christmas Eve, my wife and I host our blended family for the Seven Fishes. One in-law has no taste for six of the fishes and eats only shrimp cocktail. She also takes her linguine with butter and chops it into one inch shreds to avoid twirling. But she respects our Eve tradition.
We have considered offering alternatives to the fish supper as many other Italian American families find themselves doing, but we have decided the Fish will have no other foods before it. We'll serve anyone tuna from a can or fish sticks, but no meat.
Many years ago, a cousin hosted the annual Seven Fishes for our all-Italian family – everybody knew what to expect, from raw bar to snails, scungilli, eel, and baccala` – and feasted happily. But one year this cousin invited an Irish American family to join our traditional event. Unfortunately, none of the family ate fish. My cousin felt their pain and prepared a meat alternative. They also didn't drink wine, so they brought a case of Budweiser with them. The next year, the Irish family brought teenagers who were dating their son and daughter, along with two cases of beer. My cousin essentially began hosting two Christmas Eve suppers – one for us, the other for the Irish – in two adjoining rooms. I couldn't deal with this arrangement anymore and we begged off the following year.
I don't know how long we can stick to our guns, but I have this problem of comparing things. I compare the Seven Fishes to the St Patrick's Day corned beef tradition or to the Thanksgiving turkey tradition. Why can't we have a tradition without compromise? (Imagine some Passover hostess inviting me over and serving pork braciole, just to be hospitable?) Even Columbus Day demands a traditional meal in my world. In fact, renown chef Mary Ann Esposito developed Pasta Due Mondi* expressly for our Institute, blending ingredients from the New World and the Old. But, our lapsed paesani around the country would sooner have corned beef & cabbage on Columbus Day than Pesto Genovese or Pasta Due Mondi. [*The Italic Way XLI p 29]
Christmas Eve today is nothing special to millions of Italian Americans, I'm sure. And ultimately, keeping our traditions will not be up to us. Our children and grandchildren will need to contend with more of a melting pot than even we are stewing in. Those old links that we took for granted – Italian relatives, food traditions, Italian and Italian American music, homemade feasts, and 100% Italic families – are falling by the wayside.
Mind you, we may lament the changes but nothing will stop them. As the ancient Italian poet Virgil wrote so correctly, "Love Conquers All." Boys and girls fall in love and we must deal with the results. It begins at the dinner table.
I welcome your comments.
A Healthy and Prosperous New Year! -JLM


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There will surely be jewels in the high yield dung heap, but the risk-reward is more compelling in IG4 months ago
Whatever the long-term effects of the pandemic, one thing stays the same: IG looks attractive
Listed credit fund sheds CLO triple As7 months ago
Chenavari's listed credit fund, Chenavari Toro Income Fund Limited, has sold European CLO triple A paper to raise cash to answer margin calls related to CLO warehouse and CLO triple A repo exposures
Fund performance: Long-short funds rule in October as CLO funds struggle10 months ago
A round-up of fund performance
Euro CLO league tables: refi market opens up to give KKR best of both worlds11 months ago
European CLO issuance in October crossed €5 billion for the second month this year as managers took advantage of falling spreads and increased demand. In one example, KKR obtained tight senior CLO financing to go with tight mezz spreads from 2017 in a demonstration of expert timing
Fund performance11 months ago
A round-up of fund performance click here.
Chenavari joins growing group of CLO managers to refinance 2017 deals1 year ago
Chenavari Credit Partners on Friday partially refinanced Toro European CLO 3, joining the small but growing list of managers to reprice 2017 CLOs in recent weeks
Chenavari double debt tranche CLO warehouse reduces up-front cash call1 year ago
Chenavari Investment Managers used a novel approach to warehousing its last European CLO, according to market sources. The firm priced Toro European CLO 6 on 12 July via Morgan Stanley, with sources indicating that the warehouse facility behind the deal had two debt tranches.
Chenavari prices new issue CLO with triple As at Euribor plus 114bp1 year ago
Chenavari Credit Partners priced a new issue CLO on Friday known as Toro European CLO 6, marking its first new issuance to come to market via Morgan Stanley
CLO pipeline: managers return in force after varying time-outs1 year ago
CLO managers in all markets are taking the view that the time is ripe to print their latest deals. There are 30 transactions in the US CLO pipeline this week with a further four in the middle market space and Europe
Chenavari changes tack and chooses vertical risk retention in first CLO for 17 months1 year ago
Chenavari Investment Managers is set to end its near 17-month absence from the CLO primary market
CIFC announces four analyst hires in London1 year ago
CIFC Asset Management says that it has completed phase one of its build-out of a European credit team
It's going to be a credit picker's market1 year ago
Our panel of experts believe that the credit market will be volatile this year, but there will be opportunities in European credit and additional tier one bonds, trups CDOs and unitranches
London-based manager hires BAML to launch its debut European CLO2 years ago
A large credit manager, with three US CLOs to its name, is preparing its debut European CLO
Former BNP Paribas global credit head lands new role at Chenavari2 years ago
A former global head of credit markets at BNP Paribas has been appointed as head of strategic development at Chenavari Credit Partners
London manager prices its largest ever CLO transaction via BNP Paribas2 years ago
The manager teamed up with BNP Paribas to price its first CLO transaction of the year yesterday
Chenavari raises $120 million in a year for multi-strategy credit vehicle2 years ago
Chenavari Investment Managers has raised almost $120 million in a year for its Cayman Islands-incorporated Chenavari Multi-Strategy Credit Fund, regulatory filings suggest
Chenavari originator aims to take risk retention positon in third party's CLO2 years ago
Chenavari Toro Income Fund, the closed end fund listed on the London Stock Exchange, is poised to act as the risk retaining party for an upcoming European CLO being launched by a "well established CLO manager"
London boutique manager to buy Banca Carige's consumer credit unit2 years ago
Banca Carige, based in Genoa, has entered into exclusive negotiations with London-based Chenavari over the sale of the bank's credit unit, Creditis Servizi Finanziari
Manager raises $120 million for European credit opps fund to launch in Q42 years ago
A London-based alternative asset manager is set to launch a credit fund with a specialty finance focus and a target size of $750 milion
Chenavari fund swells assets by $72 million following relaunch3 years ago
Chenavari has grown assets of a long/short credit vehicle by more than $70 million following the vehicle's relaunch last year, its co-manager says
Deutsche Bank revamps and upsizes Chenavari's debut euro CLO3 years ago
Deutsche Bank has priced an upsized reset of Chenavari's inaugural CLO, transforming the €308 million Toro European CLO 1 into a €410 million transaction dubbed Toro 4
Price talk circulates ahead of Chenavari European CLO reset3 years ago
Chenavari is on course to reset its debut European CLO
Chenavari joins European CLO refi rush3 years ago
Original arranger secures mandate to refinance Chenavari CLO
CLO specialist joins Wells Fargo's ECM team in London3 years ago
Wells Fargo Asset Management has this morning announced that Stephane Fiévée has joined as a portfolio manager to work within its ECM Asset Management subsidiary in London
Correction and update: Chenavari markets second close of its Deleveraging Opportunities fund4 years ago
In the October issue of the Creditflux newsletter we incorrectly reported that Chenavari's credit hedge fund, Chenavari – Corporate Credit Strategy, is amortising. This is not the case.
Want all the latest news, comment, analysis and data?


text: Hi I have a month to tour around SE Asia. I was wondering would it be at all possible to rent a bike in Vientiane and drop it off in Bangkok (my flights out of Bangkok) or should I just change my flight and rent a bike in Thailand? I would be willing to buy a bike if I could be sure of selling it close to its original value, and with just a month for traveling I don't want to get bogged down trying to sell it. Any advice would be greatly appreciated eldon [email [email protected]][email protected][/email]


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Model: Figuuraccentuerend T-shirt voor mannen, 100% katoen, merk: Stedman.
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Prijs: €80,00
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Founded in 1977, Isomac plans and manufactures high quality espresso coffee machines addressed to the market's premium area. The company can count on more than 40 years of experience and excellent craftsmanship which brings to life coffee machines and Coffee Grinders for real coffee lovers.


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The Economist has a fun daily chart today. It lists personal income tax rates for various countries. As you might guess, the U.S. is towards the bottom of the list. Of course, this chart does not show the entire picture.
First, here's the chart, from the Economist:
From this, you might conclude that it's pretty good to live in the U.S. -- that is, if you don't like paying taxes. If you do, then you've probably already bought a one-way ticket to Slovenia. Yet, this chart only tells part of the story.
It fails to include other kinds of taxes, like excise taxes, value-added (sales) taxes and corporate taxes. The first of these is hopelessly complicated to compare among nations. They've all got different products that are taxed at different rates and in varied ways. In the U.S. states even differ in excise tax schemes.
But I managed to find some data for the other two types. It's from the Organization for Economic Co-operation and Development's Center for Tax Policy and Administration. Unfortunately, their data does not exactly overlap the countries that the Economist looked at, but many of the same countries were still listed. So you'll have to forgive me for not being able to do better. I feel like this still helps make some interesting comparisons. I left the order similar to that in the Economist chart, but with some missing.
First, here's the value-added tax chart I created from OECD data:
That zero for the U.S. may be misleading. The OECD did not list the U.S., since there is no national value-added tax. Of course, states have value-added taxes, which vary. But even when you think about what you pay for your state sales tax, the U.S. rates look pretty low in comparison. Especially versus, say, Sweden.
Then there are corporate taxes:
Here, the U.S. is shockingly high -- even compared to Sweden and Italy. Although it's not a totally clear rule, it looks like most countries that have lower personal income and value-added taxes make up for it in corporate taxes. And then there's Switzerland, the outlier and ideal place for true tax haters.
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Welcome To ERUKKU
Erukku india pvt ltd is a basically construction company dealing in SHAFT construction, Lagging work, Anchoring work, Excavation work, Pilling work, Manual Pushing work with trench and Trenchless technology also its registered Office in Indore Madhya Pradesh, India.
The company is managed by a team of seasoned professionals having years of experience in Construction work. Our motto is to provide quality candidates at a very good turnaround time to all our esteemed clients.
Erukku india pvt.ltd is pleased to announce the opening of their operation in indore (m.p.) on 7th feb 2018.
Turnkey Model
This model is for companies who wish to work with us for a very short notice. In this model the entire size of Work is known to the process of Construction….
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Through this model Erukku india pvt ltd worked with their skilled construction professionals at clients' site for a defined period of work order and up to…
Shafts are vertical openings which are driven downward. Decisions about the size, shape and positioning of shafts and raisings are taken based on the…


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(Pocket-lint) - The capital city of Wales is a great place for shutter bugs. With an interesting and diverse city centre, plus castles, mountains, beaches and wilderness just a short car ride away, you'll never be short of anything to point your lens at.
We've teamed up with Panasonic Lumix and Jessops to showcase some of the best UK photo locations, with top photo spots to point your lens at. Whether you're shooting with your phone or a great camera like the brand new Panasonic Lumix GX9, you'll find some inspiration here.
The Lumix GX9 is the perfect travel companion. It's got lots of great features making it fantastic for amateur photographers looking for a professional experience. With its compact body and high-end technology, the Lumix GX9 is superb for street-style photography.
With that in mind, we've got a Lumix GX9 to give away for the best city photograph taken in each of the following cities:
|• Bromley
|• Glasgow
|• Nottingham
|• Belfast
|• Liverpool
|• Newcastle
|• Cardiff
|• Oxford
|• Exeter
|• Bristol
Each week, we'll be publishing some great photo spots from the cities mentioned to give you plenty of inspiration. We'd love to see what you shoot. All you need to do is either share your images on Twitter or Instagram with the hashtag #lumixhiddencities, or email them to us at firstname.lastname@example.com
The best images from all the entries from each city will win a Lumix GX9 camera to help make your next set of shots even better. They'll also be printed on canvas and displayed in the local Jessops store. All entries will be submitted by the 23:59:59 on Friday 16 November 2018 (Pocket-lint T&Cs apply).
Whether you're just trying to capture that amazing shot or share something awe-inspiring on Instagram, one of these top locations should lead to the perfect shot:
1. Bute Park
This 130 acre majestic green space, smack bang in the centre of Cardiff, is the perfect place to find a quiet spot for photography. Cardiff Castle can be found at the edge of it, which is perfect for history buffs (an entrance fee applies if you want to go inside), while there's a tree collection of national significance found within the arboretum section of the grounds. Also look out for beautiful flowers in the formal gardens, or capture a glimpse of the spider-like Principality Stadium (formerly known as the Millennium Stadium and still so-called by many locals) by walking across one of the bridges over the beautiful river Taff which runs right through the park.
Photo tip: Use aspects of your surrounding to "frame" your point of interest
2. Llandaff Cathedral
A little outside the centre, Llandaff is a pretty little suburb of Cardiff with a grand cathedral at its heart. The Cathedral has suffered various damage over the several centuries of its existence, but today the architecture inside is simply gorgeous. Stand on the hill near the car park to get a cracking view over the Cathedral's twin towers.
Photo tip: When shooting under artificial light, switching to a white balance preset can help your photos look more natural, avoiding yellow-tones.
3. Jacob's Antiques Centre
If you're looking for something a little on the quirky side, pay a visit to Jacob's Market, which is very close to Cardiff's Central train station. This antique/oddities market can take a full day to explore thanks to its many hidden nooks and crannies. Be sure to ask permission of stall holders before taking pictures, though. If you're looking for more characters, head to Cardiff Indoor Market, just down the road.
Photo tip: Get down as low as possible for an interesting angle - using a tilting screen can help you do this without having to lie on the floor yourself!
4. Victorian and Edwardian Arcades
Some of Cardiff's best independent stores can be found inside the beautiful Victorian and Edwardian Arcades which are dotted around the city centre. These architectural gems are one of the features that makes Cardiff special and are a wonderful place to take pictures. Head to the balcony in the Castle Arcade for a unique vantage point, and don't forget to point your lens at the stunning curves of the Morgan Arcade's ceiling.
Photo tip: Create leading lines in your image, drawing your eye to a certain point in the frame. Try to keep things as level and straight as possible for best effect.
5. Cardiff Bay and the Barrage
Cardiff as a city was built on the foundations laid out by the once-thriving coal industry which saw the Bay as its home. In fact, the UK's first million pound cheque was signed here. Today, the Bay is a hub for visitors, with a range of restaurants, waterside amusements and plenty more to keep you entertained. A walk across the Barrage gives you a fantastic perspective on the whole of the Bay, as well as giving you a peek over at the picturesque seaside town of Penarth just beyond - with plenty of interesting sights along the way.
Photo tip: Use a wide-angle lens to intriguing effect. Shoot from a close angle to really exaggerate those lines and imposing features of unusual structures.
6. Castell Coch
A few miles outside Cardiff, this fairytale castle (Welsh for Red Castle) truly is like something straight out of a children's picture book. Crafted in the 19th century as a perfect castle by one of Britain's richest men, today the pretty castle is beautiful inside and out. You have to pay a small entrance fee if you want to go inside, but it's worth it for the gorgeous ceilings alone. The surrounding woods contain rare plant species and are also worthy of an explore.
Photo tip: Don't forget to look up when exploring new surroundings - often the most exciting things can be found hidden in plain sight.
7. View over Cardiff from Penarth
One of the most stunning views over Cardiff Bay and the city centre can be seen from the neighbouring town of Penarth. An unassuming lookout point at the top of a hill is a great place to watch the sunset over the Welsh capital - you can see the boats occupying the waters, while looking out for Cardiff's architectural highlights along the skyline in the distance.
Photo tip: When a landscape is expansive, consider using a panoramic mode to get everything in the shot
8. Graffiti Walls in Northcote Lane
The perfect place for a portrait shoot (or cheeky new profile pic), the graffiti walls in Northcote Street Lanes in the suburb of Roath are hard to spot if you don't know they're there. Set back from the multicultural City Road, the graffiti changes regularly, making it worthy of a revisit every now and then.
Photo tip: Eye contact is probably the most important aspect of a portrait photograph - but pay attention to any elements in the background which may distract.
9. Roath Park
It may not be Cardiff's biggest park, but it's probably up there as one of its most beautiful. Classically Victorian in layout and atmosphere, the lighthouse tribute to Captain Scott, who set off from Cardiff for the Antarctic in 1910 is one of Cardiff's iconic landmarks. Take a boat around the lake for a central viewpoint from which to take photos of the birds, or head to the conservatory to take a closer look at some unusual plant species.
Photo tip: Play with perspective to create a sense of depth in your landscape images. Here the lighthouse looks much smaller than the boats, but of course the reverse is true.
10. Cathays Park
The name given to Cardiff's city centre, you'll find some of its best architecture in Cathays Park. There are beautiful Edwardian buildings including Cardiff's City Hall, the National Museum, the Temple of Peace and several departments of Cardiff University. Look out for the ornate Beaux-Arts sculptures adorning The Glamorgan Building, and check out the Welsh National War Memorial at the centre of Alexandra Gardens.
Photo tip: If you can't pick just one shot, try a collage - shoot a wide angle, then get up close, picking out details, mixing them all together for a great group.


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In reality, Halong attracts a large number of tourists from different regions due to not only its beautiful landscape but also its exciting activities and its games for entertainment. As a result, Halong is an ideal place for young people who are fascinated by the bustling atmosphere and the adventurous trip. Coming to Halong, you can refer to the following 4 amazing amusement areas in Halong Bay.
Dragon Park
Dragon Park Halong of Sun Group is the largest theme park in South East Asia with an area of nearly 40 hectares. This site is only 140 kilometers from Hanoi. It takes you 3 or 4 hours to drive. Dragon Park is a part of the complex of Sunworld entertainment in Halong.
The games at Dragon Park are designed to suit different ages from children, adolescents to adults. There are about 30 games of all types, from super adventurous games such as high-speed flying dragon, raging rhinoceros, following the dragon footprint to familiar games associated with childhood such as magic wheel and fairy train.
"High speed flying dragon" is the longest roller coaster in Asia. Its length of the track is up to 1.1 kilometers with three maximum roundabouts. High-speed flying dragon is considered to be the most attractive and thrilling game in Dragon Park.
Quang Ninh Museum and Library
Quang Ninh Museum and Library belongs to the cluster of museums – libraries in Hong Hai Ward, Halong City and is located along the shores of Halong Bay. Quang Ninh Museum and Library is a unique architectural construction inspired from coal – a characteristic mineral of Quang Ninh.
The main space of the museum consists of three floors that sketch out the most basic and characteristic features of the land of Quang Ninh from past till now, from the mountain to the delta and the sea.
When stepping into the ground floor of the museum, visitors get a chance to admire the whale skeleton and the model of a sailboat. The first floor includes the columns displaying the process of geological formation, sea and marine ecosystems, endemic plants and animals. The second floor is home to historical relics existing from prehistory to modern period, in the anti-French and anti-American resistance wars and the Buddhist cultural space of Truc Lam Yen Tu. Meanwhile, the third floor is the pictures depicting the whole history of the mineral industry from the past to the present and the objects used for mining.
Queen Cable Car and Sun Wheel
The Queen Cable Car System with a capacity of 230 seats and the Sun Wheel are all very popular destinations in Halong.
The Queen cable car crosses the gate of Cua Luc Bay and connects Bai Chay beach to Ba Deo on Hon Gai island, Halong city. This cable car achieves two Guinness records including the cabin with the largest capacity in the world, in particular, 230 people/cabin and the cable car with the highest cable tower above the ground, particularly, T1 cable in Bai Chay ward achieving the height of 188.88 meters.
Located at the top of Ba Deo Hills, the Sun Wheel is the second largest in Vietnam and one of the leading cycles in the world. The Sun Wheel was designed following the most modern technology in Japan. It has 64 cabins; the frequency of 20 minutes/turn and capacity of 1,200 passengers/hour. Here, you can watch Halong Bay from 215 meters above sea level.
If taking Halong bay tours, in addition to enjoying the scenery in Halong, you should not miss the above-mentioned entertainment centers to completely enjoy your trip.


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Complaint Review: California Department of Motor Vehicles (DMV) - Internet Internet
- California Department of Motor Vehicles (DMV) 2570 24th St, Sacramento ca Internet United States of America
- Phone: 8007770133
- Web: http://www.dmv.ca.gov/
- Category: DMV - Department of Motor Vehicle
California Department of Motor Vehicles ,DMV California DMV Criminal, Unprofessional, Rude,Irresponsible, dissapointing,Terrorist. Internet
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My registration was suspended on 4/15/09 which I found out once I tried to buy license plates in October. This was in error according to the technician on the phone, as my insurance was automatically reported on 4/13/09.
Regardless, I still have to pay the $14.00 re-instatement fee. I understand that accidents happen and I'm a reasonable person so I can absorb the $14.00 to get my registration fixed as I need my plates to drive my car. I was told to pay online after faxing my proof of insurance again toa fax number that was constantly busy.
After finally getting through, I went online to pay my $14.00 fee, but the site was disabled. I called in to pay, which they wouldnt accept. They advised i use the website and I explained that it was not in operation. The techician then hung up on me. I called back and waited another 20 minutes to speak with another technician.
After advising the same thing, I explained how the site was down. She then told me to mail the $14.00 in and that instead of initially waiting 72 hours to do it online, it would now take 2 weeks. I have had to rent a car so that I can get to work, as I refuse to drive without tags. They finally had the website back up and running and I made my payment then. I printed out my receipt of payment and then began the 72 hour waiting game. After two days I checked online to make sure that my status was cleared, and low and behold it stated that I had not paid my $14.00 fee. I attempted to pay it again, and the system went down. I called in and was hung up on before I could speak a word, the technicina acted as if she couldnt hear me.
I called back and after waiting another 20 minutes, a lady stated that I had to mail it. I did mail it, but also found that the website went back up. I paid it again there, and it has now been 72 hours without my registration being re-instated. I can't afford to pay for this rental car anymore, and I need tranportation to work. As a single father it's difficult enough without having retarded issues like these to make life worse.
It's thursday and the DMV is closed tomorrow so I won't be able to do anything until monday which is horrible because I wont have transportation. I was hung up on twice since the beginning of this letter. The DMV obviously does not care about the citizens of California whom have tried to make good on there registration. NOr have they cared about effecting the livelihood of people whom need to work.
The system in place is not only irresponsible by the state, but also criminal in there intent not to release suspensions in a timely manner. Something must be done to bring order to the people, as our California legislators have failed us. The worst part is my registration is now expired and I will have to endure fees in not being able to get my registration re-instated. Please do whatever necessary as to not have to deal with these people. A system that keeps you under bondage for no legitimate reason is in my opinion the greatest act of terror.
This report was posted on Ripoff Report on 11/19/2009 04:29 PM and is a permanent record located here: https://www.ripoffreport.com/reports/california-department-of-motor-vehicles-dmv/internet/california-department-of-motor-vehicles-dmv-california-dmv-criminal-unprofessional-rude-525996. The posting time indicated is Arizona local time. Arizona does not observe daylight savings so the post time may be Mountain or Pacific depending on the time of year. Ripoff Report has an exclusive license to this report. It may not be copied without the written permission of Ripoff Report. READ: Foreign websites steal our content
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(…and two reasons I might be wrong)
Since the Consumer Electronics Show back in January 2010 we've all been inundated with announcements suggesting 3D will quickly move from the cinema to our TV at home. 3D viewing isn't new – stereoscopy was patented as early as 1838, and 3D has hyped time and time again, most notably in the 1950's. The consumer electronics industry is trying to recreate the success of HD, now for 3D, based on the cinematic revival of 3D of recent years.
And indeed, since January, many 3D TVs were brought to market, TV networks and programs in 3D are about to be broadcast, and most notably, the world cup is now broadcast in 3D, and there's still more to come. Some consider 3D much more important to consumers than the HD transition. So why, despite all these rosy predictions, do I believe that 3D TV will not take off nearly as quickly, if at all? Why am I betting against the experts on this one?
Continue reading A dozen reasons why 3D TV will not take off as planned


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Situated at the tip of Dakar's peninsula, the bustling food markets, aromatic street stalls and open-air kitchens near the Grand Mosquée de Dakar are sure to draw you in. From spicy roasted mutton to black-eyed pea fritters, its cuisine showcases the perfect blend of West African, Lebanese and French recipes.
But culinary delights are only a small piece of Sengal's puzzle. This region offers the ultimate wildlife holiday as it home to spectacular national parks, stunning colonial architecture and areas teeming with biodiversity. On our Tracing the West Coast of Africa trip, take the opportunity to visit the fortified Le Castel, the Presidential Palace, the towering bronze African Resistance Monument and the largest mosque in West Africa, the Grand Mosquée de Dakar.


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Female Orgasms 101
Author: Sunny Rodgers, ACS
Having Multiple Orgasms, Stop Faking Orgasms, and Solutions for Difficulty with Orgasming
In the early 19th century "hysteria" was a catch-all medical diagnosis for women that included various sexual urges. The foremost medical treatment was hysterical paroxysm – which is called an orgasm today.
What are orgasms?
Orgasms are a series of muscle contractions in the genital region accompanied by the sudden release of endorphins that produce oxytocin, which works as a natural pain reliever and can help reduce headaches and muscle aches. Oxytocin, released from the brain's pituitary gland during orgasm, also creates intimacy and induces the feeling of love. Dopamine, a hormone produced by the hypothalamus and released in large quantities during sex and specifically orgasms, amplifies sensations of pleasure.
Orgasms can feel like uncontrollable, undulating waves of sexual pleasure that leave one feeling extremely physically relaxed. Orgasms can be both long and short, intense and discreet and as individual as the person experiencing them.
What are some of the benefits of orgasms?
Orgasms may be the Fountain of Youth. Having regular orgasms can increase your lifespan - Every time you reach orgasm your body releases DHEA. DHEA is a hormone known to boost your immune system, improve cognition, keep skin healthy and help you look younger, longer. The glow of good sex is real. Orgasms also increase estrogen in women –essential for healthy, smooth skin. Men's orgasms release testosterone, which is the primary sex hormone in men and helps regulate healthy body functions such as sperm production, muscle strength, and sex drive.
Orgasms strengthen muscle tone in the genital and pelvic floor area, which can lead to better sex and stronger orgasms.
The Wild World of Female Orgasms
Although there has been limited research exploring female orgasms, mid-20th-century sex researchers Masters and Johnson's work focused on the biology of sex and how bodies respond to sexual activity. Their books, Human Sexual Response (published in 1966) and Human Sexual Inadequacy (published in 1970), brought public attention to female sexuality. Via their clinical studies and direct observation of female sexual responses, Masters and Johnson proved that some women can have multiple orgasms.
In 2005, Elisabeth Lloyd, an Affiliated Faculty Scholar at the Kinsey Institute for Research in Sex, analyzed 33 separate studies focusing on orgasms which had been done over an 80-year period and determined that 75% of women do not consistently orgasm during intercourse. This percentage lessens when hands and/or sex toys are added.
A 2015 study shared that over 36% of women require clitoral stimulation to achieve orgasm, and an additional 36% stated orgasms felt better when they were accompanied by clitoral stimulation.
The Orgasm Gap (2017) was a study conducted by Durex in the Netherlands. Their research showed that only 28% of men do not always climax during sex. Women are not as simple when it comes to experiencing an orgasm during intercourse. The research described in Elisabeth Lloyd and Kim Wallens' Female Sexual Arousal: Genital Anatomy and Orgasm in Intercourse found that the further away the clitoris is from a woman's vaginal opening, the less likely it is for her to have an orgasm during penetrative intercourse. This is referred to as C-V distance.
Princess Marie Bonaparte, great-grandniece of Napoleon Bonaparte, suffered from frigidity and spent many years researching C-V distance. She published her results in 1924 under the pseudonym A. E. Narjani in the medical journal Revue Medicale de Bruxelles. Her findings persuaded her to have two surgeries to relocate her clitoris and move it closer to her vagina in an attempt to cure her lack of response to sexual arousal. While the surgeries did not bode well for her sexual response, her studies found that 1" is the optimal C-V distance for experiencing the most orgasms during penetrative sex.
Is the clitoris intertwined with orgasms?
The clitoris is the female sexual organ that is often called the female "penis". Like its male counterpart, the clitoris has erectile tissues that respond during periods of arousal, filling with blood and becoming sensitive to touch. Much like an iceberg, only the tip of the clitoris extends outside of the female body, while most of its mass extends inside the body and can measure three to five inches in total length.
The clitoris continues to grow throughout your life–it has the potential to be twice as large when you enter menopause then it was when you reached puberty.
The primary purpose of the clitoris is to provide sexual pleasure. For many women, clitoral stimulation is the only way to experience an orgasm.
A Healthy Clitoris is a Happy Clitoris
A clitoris can fuse its' hood closed, withdraw up into the body or become less sensitive when it hasn't been used for an extended period. The medical term for this is clitoral atrophy or clitoral hood fusion. If not properly stimulated to keep blood flowing, clitoral function can be impacted. Being sexually active, solo or with partners, naturally keeps the clitoris healthy and functioning properly. The best prevention is manual stimulation of the clitoris at least every other month to increase blood flow to the spongy erectile tissue for optimum sexual health.
The clitoral hood can also become crusted with non-use. To deter this from happening gently wash genitalia well twice each week with mild soap and warm water, remembering to rinse well to avoid possible soap irritation. My own dermatologist has recommended I use the same gentle facial soap for both my face and my genitals.
Medical practitioners didn't include the clitoris in the 1948 edition of Gray's Anatomy, a classic medical textbook, because they didn't know what it was or its' function! The clitoris was added back into Gray's Anatomy in the 28th Edition in 1966.
There has been little in-depth research given to the clitoris, even though it is the most sensitive area of the vulva with over 8,000 sensory nerve endings. In January 2008 when Odile Buisson MD, Pierre Foldes MD, and Bernard-Jean Paniel MHD published their results of Sonography of the Clitoris it was the first time a 3D image of the entire clitoris was seen.
What is clitourethrovaginal and how may it affect orgasms?
While many feel clitoral stimulation is at the heart of orgasms, some studies are now linking orgasms to anatomical interactions between the clitoris, urethra, and anterior vaginal wall, hence clitourethrovaginal. This theory was discovered during research of the Gräfenberg spot
(G-spot) and states that it is the synergy between all the anatomical areas that allow for an orgasm to happen. The Department of Systems Medicine at the University of Rome, the Center for Multidisciplinary Ultrasound: Gynecology in France, and the University Center for Health Science at the University of Guadalajara theorized that the vagina is not a passive organ but a highly dynamic structure with an active role in overall sexual arousal leading to orgasm.
What does an orgasm feel like?
Every woman's orgasm explanation will differ. Sometimes orgasms are short and intense, like an electrical charge. Other times orgasms are lengthy and rolling, like waves of pulsation and pleasure crashing between your legs. Orgasms can be centralized to intimate regions or extend to your fingertips and toes. Some women can feel their vaginal canals contract over and over during their orgasms. Other women have a head rush as their orgasm climaxes.
What if you can't tell if you've had an orgasm?
Some women I've talked to have asked for my help in determining whether or not they've ever experienced an orgasm. Stories are shared with exaggeration about orgasms or women see orgasms acted out in films and suspect that the over-the-top feelings that they're hearing about or witnessing cannot possibly be what they've experienced.
Is it possible to not know if you've experienced an orgasm? Absolutely.
I advocate learning about your sexual anatomy and ways to masturbate. With my clients, I always start with a good session of conversational sharing to find out what exactly they're experiencing in their lives. Once the physical attributes of an orgasm are explained, it's sometimes easier to determine if a woman has experienced one, or not.
Physical Attributes of an Orgasmic Response:
- Increase in Heart Rate and Blood Flow
- Increase in Muscle Tension
- Skin Flushes
- The Intense Feeling of Release
- Followed by Relaxation
- *Yes, it will feel really GOOD
In French, "orgasm" translates as "la petite mort" or "the little death" due to the brief loss of consciousness that can accompany an orgasm.
Some women's telltale signs are more subtle and it could take a few orgasmic experiences before she figures out that those are sexual climaxes she's experiencing.
Women Fake Orgasms
For many women faking orgasms is a little white lie. Sure, you tell your partner you enjoy salsa dancing, big dinners, and that you orgasm every time during sexual activities. This deceit is coming from a good place. As many women have been conditioned by society to people-please, they often don't want their partners to feel like they can't provide them with an orgasm. A couple of moans later and they feel they've helped create a bond with their partners and have also allowed their partners to feel better about their sexual prowess.
When faking an orgasm becomes common practice true sexual satisfaction with a partner can be difficult. It's not an easy conversation to come clean about faking but it is one that can make sex better.
Communication is key. I do not recommend approaching this conversation with the intent of stating your partner has been doing something wrong this entire time. Come from a place of wanting their help to make things better between you sexually. Often, they're shocked to learn their partners already know they've been faking it but weren't sure what to do. You'll be surprised at how much fun sex play can be once you're both on the same page about reaching orgasms and sexual goals together.
Orgasms 101
I have encountered women who thought that because they couldn't reach orgasm during intercourse that there was something wrong with them. Just knowing that 2/3rd's of women don't orgasm during intercourse should take some of the pressure off.
To reach orgasm, everyone always says – clitoral stimulation, clitoral stimulation, clitoral stimulation. That may be true but there are a couple of additional ways to help women orgasm easier and make their climaxes even stronger.
To increase the intensity of a woman's orgasm I suggest squeezing their pelvic floor muscles during their preferred type of masturbation. Also referred to as Kegel muscles, pelvic floor muscles are the layer of muscles that support pelvic organs, such as the bladder, bowel, and uterus in women. To exercise these muscles, squeeze these muscles, hold for a few seconds, and release. Repeat ten times in a row for maximum results and incorporate these exercises into your daily routine. Hint: If you squeeze your pelvic muscles to stop your urine mid-stream, you've isolated your pelvic floor muscles.
Squeezing pelvic floor muscles during solo sex will draw more blood to the clitoris and vagina, making this area more sensitive during masturbation – allowing for more intense orgasms. Flexing and releasing Kegel muscles during partner sex play will improve circulation, pleasurable friction and sensation in this intimate area as well, which can help women achieve orgasms during penetrative sex.
You could also try "rocking," or repeatedly lift your pelvis over and over during a masturbation session while laying on your back. This action mimics the thrusting motion of intercourse and can help you have a stronger orgasm.
I always recommend using plenty of lubricant during sex play and solo stimulation. Many women only use lubrication during sex and don't use it during masturbation. Applying lubrication will make fingers or pleasure products glide more smoothly and fingers will be able to move faster as well.
One last word of advice – Take Your Time! According to Masters and Johnson's extensive research into the four phases of human sexual response, it was shown that it can take approximately 20 minutes for the female body respond to sexual pleasure – so give yourself plenty of time and don't be discouraged. Just like anything in life, practice makes perfect. Be consciously present in your sexual experiences and know that your orgasm will be worth the wait.
Multiple Orgasms
Most men I speak with share how jealous they are of women's orgasms because of how much they vary and that some women can experience multiple orgasms.
While it does take women an average of 20 minutes of foreplay for their bodies to become ready for sexual penetration, once a woman's body is in the mood, incredible things can happen. After experiencing an orgasm, women's bodies are perfectly capable of having a second orgasm within a minute or two of the first one. Most often the easiest way to enjoy a second, third or fourth orgasm simultaneously is to use a different type of stimulation from the first orgasm. So, if the first orgasm is via oral sex, anal sex or vaginal penetration, using hands or a sex toy to stimulate to the next orgasm(s) will allow the body to respond quickly.
Difficulty Reaching Orgasm
Anorgasmia is the medical term for regular difficulty reaching orgasm after ample sexual stimulation. Female sexual dysfunction is the inability for a woman to become physically aroused during sexual activity. Female sexual arousal disorder (FSAD) is the inability to attain or maintain sexual arousal until the completion of sexual activity.
What can be done?
I find that when I assign women self-love exercises to enhance self-esteem, reaching orgasm can become easier. Sometimes orgasms truly are about self-love and acceptance.
Many women will experience some type of concern regarding sex over their lifetime. Women's sexual responses are both delicate and complex, and can be affected by medical conditions, hormone levels, psychological issues and even social influences. There are physicians, therapists, coaches, and medical providers that specialize in a wide array of sexual health areas that can assist. Planned Parenthood offers a free, anonymous Sexual Health Counseling & Referral Hotline staffed by trained health center staff. There are other global sources that provide sexual health help, such as Sexual Health Scotland and Australia's Sexual Health Quarters.
Most Common Sexual Issues
Low sexual desire is the most common sexual problem, and one that is often stress-related, which is an upcoming topic I'll be covering.
Inadequate vaginal lubrication is the second most common sexual problem. This is due to a woman's body not actively responding to sexual arousal and stimuli. A woman's body responds to arousal with increased blood flow to the genitals, which leads to swelling and natural lubrication. If this doesn't happen, sex play can be painful. I recommend using a good lubricant and lots of it. I suggest incorporating lubricant into foreplay as well and stopping during sex play to reapply often.
As women age, the vaginal canal develops less natural lubrication and vaginal walls can thin. There are vaginal hormone creams that can help ease these symptoms.
Recently CBD and cannabis-infused products are gaining traction as confident cures for sexual pain relief – another upcoming topic I'll be writing about.
Sometimes, there may be psychological circumstances holding someone back from achieving orgasm. This can be past trauma, religious upbringing, or a negative self-image. In these occurrences try reaching out to your physician, a therapist or an online resource like those mentioned above for guidance.
I tried Female Viagra hoping for a Better Orgasm
If it's sexually-related, I feel obliged to try it so I can be better prepared to help others that may be seeking advice. So, of course, when Female Viagra, Flibanserin, was approved by the U.S. Food and Drug Administration (FDA), I jumped on the chance to see what effect it would have on me since I had been informed that it could cause very intense orgasms.
Flibanserin is supposed to provide women with satisfying sexual events and reduce distress related to sexual desire. It gave me an intense headache. Walter E. Brackelmanns, MD, President and co-founder of AACAST (American Association of Couples and Sex Therapists) and Director of the Sex Therapy Training Program at UCLA, explained to me that Female Viagra had in fact, worked for me because headaches are the most common side effect with any type of Viagra as the medication increases blood flow and with it, the nitric oxide that causes headaches.
There's a lot of pressure and stress in life today that can affect sexual pleasure. Try to relax and be consciously in the moment. This will help you to step away from negativity or overwhelming elements that could be hindering your performance.
Next, be sure to engage your largest sexual organ, your brain. This is where your sex drive stems from and visual or auditory stimulation will excite the mind like no other source of stimulant.
There are medications that could also be a cause. Try speaking to your doctor about your symptoms.
Non-ejaculation, or difficulty with ejaculation and orgasm, can develop in males at any age and may be what you're experiencing. A consultation with your physician should be able to help guide you through this.
Using a vibrator is an extension of personal, manual stimulation. Please share with your partner that according to a 2017 study, only 18% of women reported that intercourse alone was sufficient for orgasm. In addition, a study by several medical academics found that vibrator use among women was for to be associated with health-promoting behaviors and positive sexual function.
A study published in the Journal of Sex and Marital Therapy concluded that women need hands-on touching to reach climax. Perhaps spending time with your partner learning more about each other's bodies and arousal responses would be a great bonding practice and help strengthen the sexual bond between you. Also, using a vibrator as a foreplay tool could be a good compromise to discuss.
I advocate learning more about your anatomy and to explore your body to determine your undiscovered erogenous zones. In my next The Sex Ed essay I'll be sharing different types of orgasms and how to achieve them. I hope that you will be inspired.
Every body is unique. For penetrative sex, being on top so you can grind your clitoris against your partner is good for providing additional direct stimulation that will help bring about an orgasm. For masturbation, lying on your back with your legs bent (knees in the air) allows for easy rocking motions that have been associated with aiding in orgasms.
Liberator makes a variety of sex furniture. While I cannot speak to the shapes of furniture and pillows aiding in orgasm, I can attest to them allowing for greater penetration and multiple angles of sexual positions that can lead to enhanced pleasure.
After experiencing an orgasm, women's bodies are perfectly capable of having a second orgasm within a minute or two of the first one. Most often the easiest way to enjoy a second, third or fourth orgasm simultaneously is to use a different type of stimulation from the first orgasm. So, if the first orgasm is via oral sex, anal sex or vaginal penetration, using hands or a sex toy to stimulate to the next orgasm(s) will allow the body to respond quickly.
Start slowly after each orgasm and build up the intensity of the stimulation all over again. If you can edge off or delay your orgasm it will be easier to follow up with another orgasm because of the sexual tension you build up.
I'll be covering 14 types of orgasms - You'll want to try them all!


text: Germany is a country of castles. More than 20000 of them are located here. Of course, most of castles are ruins. However, a huge number of beautiful castles are in excellent condition and available for visits. Some castles are interesting due to scenic location, the other due to their history.Any tourist rating is always controversial, most of such rankings are created by copywriters who just looking for pretty pictures on the internet. In our list we rely on the extensive experience of travel, so consider it objectively.15. Satzvey CastleThe picturesque castle on the shore of the pond. Since 1981 different performances for children and adults have been regularly held in the castle and nearby.


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text:
USA-Manual-Mac 1.0
The popular iPhone app is now available for Mac! Whether you need to cram for a History final or just got a new job leading a world superpower, having America's founding documents close at hand is essential. We combined our free copies of the Constitution and the Declaration of Independence along with several other important references into one easy to use application.
-List of U.S. Presidents with bios
-List of U.S. States with information
-Supreme Court Justices with bios
-Selected opinions from landmark Supreme Court cases
-Declaration of Independence, with signer bios
-Articles of Confederation
-U.S. Constitution, with signer bios
-Federalist Papers
-Anti-Federalist Papers
-Washington's Farewell Address
-Louisiana Purchase Treaty
-Treaty of Guadalupe Hidalgo
-Emancipation Proclamation
-Lincoln's 2nd Inaugural Address
-Gettysburg Address
-United Nations Charter
-Censure of Joseph McCarthy
-1963 Nuclear Test Ban Treaty
-1964 Civil Rights Act
-Indian Bill of Rights
-2001 Patriot Act
-American Recovery and Reinvestment Act of 2009
-How Our Laws Are Made
-U.S. Flag Code with image/measurements, history, and manner of display


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The PPP Affiliation Rules: Thoughts on a Workaround
March 27, 2020, President Trump signed into effect the Coronavirus Aid, Relief,
and the Economic Security Act (the "CARES Act"), which includes,
among other relief provisions, the Paycheck Protection Program (the "PPP")
aimed at providing liquidity to help small businesses maintain their existing
payroll by making certain (forgivable, in part) loans available through the
Small Business Administration (SBA). On April 2, 2020, the SBA issued its Interim Final Rules regarding the administration of the PPP,
which provides the framework under which businesses with under 500 employees
(generally) can take advantage of the PPP, if they certify that "current
economic uncertainty makes this loan request necessary".
Venture and PE Back Entities and the Affiliate Attribution
for a large swath of the small business community, including many start-ups,
the rules around PPP eligibility present a significant roadblock to their
participation. Since the program is administered by the SBA, the SBA's general
rules and regulations are applicable to the program. One particular aspect of
those rules, regarding how to count 'employees'—the so called "Affiliation"
rules—is problematic in that it may require attribution and aggregation of
employees with other 'affiliates'. In this context, it is suggested that
affiliates may have to include any investors who hold a 'controlling interest'
in the company and any other companies in whom that investor also holds a
controlling interest.
that level of attribution, it becomes highly likely that any given investor
(often, PE, VC or even Angel) backed company will quickly exceed the 500
employee maximum level under the PPP, and, therefore, will not be eligible to
participate. With time being of the essence, and an already limited (and
rapidly dwindling) level of available PPP funds to access, it is imperative
that these businesses—often some of the US' most promising young enterprises, including
in the biotechnology space—proactively find a safe and compliant way to
participate in this important economic stimulus (or 'emergency distress
relief', depending on your perspective) program.
Defining 'Control'
the heart of the problem here is what constitutes a 'control investor' under
the applicable SBA regulations. We will not attempt, in this column, to
explicate the nuances around every direct and edge case that might constitute
control. Others have done a great job summarizing and explaining the same
(including an excellent rule / example chart here). Suffice it for our purposes to say,
however, that 'control' can be expressed or implied as a result of any of the
following conditions:
- Common
Ownership – Ownership of >50% of voting equity.
- Present
Effect – The rules will give present effect to potential future events,
such as the exercise of options, warrants, etc., that could affect control.
- Common
Management – Where sister entities share controlling executive officers and/or
directors, for example.
- Identity
of Interest (Family Relationships) – Where sister entities are owned /
controlled by close family members.
- Identity
of Interest (Economic Dependence) – Where a company derives 85%+ of its
revenues over the previous 3 fiscal years from another entity.
- Identity
of Interest (Common Investments) – Where management / shareholder groups have
substantial investment and economic overlap with other entities.
- Newly
Organized Concern – Applicable where a key stakeholder in one entity begins to
perform work for another, and maintains substantial overlap of resource usage
from the old entity.
- Successor-in-Interest
– Applicable in cases involving a consummated strategic transaction, where the
successor may be aggregated with the predecessor entity.
- Totality
of Circumstances – When the facts and circumstances suggest that two companies
are very closely intertwined, they may be deemed affiliated.
mentioned above, in the event that a control condition exists, then it is
highly likely that attribution with an investor and with the investor's other
portfolio companies will exist, such that the employee headcount metric for any
given company could be significantly increased, resulting in PPP ineligibility.
Suggesting a 'Workaround' Framework
In our view, the best and most logical outcome here is for the Treasury and the SBA to directly fix this problem—either by updating their rules and guidance, or by issuing waivers. As of this writing, we remain hopeful of the probability of that outcome.
However, in the event that this does not happen, it may fall to business and legal advisers to consider creative ways that their clients may stay outside of the attribution rules, and still fit within the letter and spirit of the PPM framework.
We would suggest that there are three obvious ways to potentially deal with (portions of) this issue, and they all involve the full participation of the investor community.
- Note – For the sake of brevity and clarity,
the following analysis is based on and assumes a Delaware domiciled for-profit
corporation, which has adopted standard
NVCA investment documentation, and which requires a simple majority of preferred holders to
effect charter / material document modifications or waivers (that being the
'Requisite Holders').
What We Believe Can be
Solved For by Action…
Solving for any of the control
issues detailed above is almost certainly going to require manipulation of
existing provisions in companies' Certificates of Incorporation and possibly
Bylaws (collectively, the "Charter"), as well as certain
collateral shareholders rights agreements (inclusive, broadly, of the typical
Investors Rights Agreement, Right of First Refusal ("ROFR") and
Co-Sale, and Voting Agreement). Collectively, these documents contain a number
of provisions that are, generally, prophylactically protective of investors'
rights, that may cause attribution control issues. Specifically, investors are
often granted dedicated board seats and certain investor protective provisions
(veto rights) over certain key material company transactions. Depending on the
existing deal in place, investors may also have conversion rights that give
them effective voting control (under the 'Present Effect' prong), which are
likely baked into the Charter documents.
Individually or collectively, these rights almost certain cement a 'control' relationship, that would put any such company squarely in the attribution dead-zone described above.
We believe, however, that a mix of
the following techniques could be effective in rebutting a number of
these presupposed conditions.
Charter Amendments
The most obvious and robust place to start unwinding disqualifying 'control conditions' is in the company's Certificate of Incorporation (and any corresponding provisions in the company's Bylaws, if any). In the standard NVCA form, this will also certainly involve direct amendments to the Board of Directors composition / voting section, as well as the Preferred Stock Protective Provisions Section (both usually contained in Section 3 of the NVCA model form of Amended and Restated Certificate of Incorporation).
What we would suggest is that an abrogation of the rights contained in those Sections may be directly necessary in order to comply with certain of the control conditions detailed in the rules. Each situation could, of course, be slightly different, so a universal approach is likely impossible, but the principals around what would need to be changed should be fairly universal.
Or, what if a more universalist approach, is possible? For example, what if, a company and investors representing the Requisite Holders could agree to some form of the following new, 'temporary' Article in a standard Certificate:
FOURTEENTH: For purposes of the rules of the US Department of the Treasury and the Small Business Administration (to the extent applicable) (the "Rules"), in connection with any loan obtained by the Company under the Paycheck Protection Program (PPP), for so long as any principal or interest may be outstanding under such loan, all holders of [Series A Preferred Stock] agree that the provisions contained in Article FOURTH, Section B of this Certificate related to preferential voting by such holders on any matters, including, but not limited to matters related to the Board of Directors and any special protective provisions shall be fully suspended, and that such holders shall, in lieu of such rights, be entitled to vote on any or all such matters on a theoretical as-converted to common stock basis only. This provision shall be automatically abrogated, and shall be of no further force or effect, upon the earlier of (i) the repayment, forgiveness, novation or other extinguishment of such loan and the Company's obligations with respect thereto, or (ii) any modification of the Rules that would no longer necessitate the same, as a condition of participation by the Company in the program(s) underlying such loan.
The benefits of this approach are obvious. It is relatively simple and easy to implement. But would it be respected by any examining authorities, and be sufficiently 'unambiguous' not to fall foul of the law of unintended consequences on other matters? These may not be answerable without some leap of faith (which, of course, will put a lump in legal counsel's throat). But we would suggest that, if the now fairly standard Certificate provision dealing with Section 500 of the California Corporations Code (dealing with certain repurchases) is working in Delaware Certificates, then there is no obvious reason why some version of this approach should not also work.
Waivers are the fastest and easiest way to deal with required corporation actions. The model NVCA Certificate provides a simple and easy to use waiver provision for use by the preferred Requisite Holders (See Article FOURTH, Section B.8.). In theory, this provision could be used, in a blanket fashion, to obtain well designed and thorough waivers from preferred holders to address one or more blocking control conditions (including all those mentioned above). Another benefit of waivers is that they are much easier to update, modify, repeal, etc., in the event that the same is required by any regulatory authority, and/or the underlying conditions for their need have ceased to exist.
However, effecting by waiver everything which is necessary to mitigate away control condition risk seems unlikely. For one thing, it may not be obvious how the regulatory authorities (or a Delaware court, for that matter), would treat a 'waiver' of an otherwise obviously codified right in the Certificate (such as a Board seat nominating right), and such an approach seems like a recipe for corporate governance ambiguity. Further, it is not obvious how the regulatory authorities would view a waiver, that may otherwise have legal revocability, in light of the 'Present Effect' and 'Totality of Circumstances' prongs; and may choose to look through the same.
Accordingly, although useful (and, in the case of non-Charter documents, perhaps perfectly adequate), we would suggest that the Charter Amendment approach is an obviously more robust and defensible approach, if possible to actuate.
Business Structuring / Recusals
It is somewhat less clear whether provisions that provide conditions of control that are contained within collateral company documents (such as, e.g., the IRA, Voting Agreement and ROFR Co-Sale), as opposed to the Certificate and Bylaws, would also have to be amended, or whether waiver would be sufficient; especially since these documents are a matter of contractual private relationships, not public record. However, in the interests of caution, we would suggest that corresponding amendments and/or waivers also be cascaded down to these documents. Afterall, there is no point in committing to this strategy and amending a company's Charter only to fumble the ball on technicalities at the five yard line. Accordingly, we would recommend corresponding changes / waivers to these documents as well.
Further, in order to deal with certain remaining prongs of the control relationship tests, we would suggest that intelligent business structuring and recusal strategies can be actuated (and documented) in order to solve for issues presented by the 'Common Management', 'Identity of Interest – Family Common Investments', and 'Newly Organized Concern' prongs. For example, careful investor divestiture of interest in certain entities (choosing carefully, obviously), recusal or resignation from certain boards / management roles for sister entities and/or a rethinking of certain strategic plans of portfolio companies may all be useful techniques to deal with issues in these verticals.
What May Not be Solved For…
Some of the control conditions above will simply have to mechanically 'not be the case', as they can't practically be solved for in legal documentation alone. Those would include, self-evidently, the 'Common Ownership', 'Identity of Interest – Family Relationships', 'Identity of Interest – Economic Dependence' and 'Successor in Interest' tests. Accordingly, not every business is going to be eligible here, no matter what is undertaken.
Further, the 'Present Effect' rule
presents a possibly serious problem here as well. Charter amendments and
waivers are clever, but, if they contain obvious snap-back provisions that make
them, essentially, perfunctory in nature, then it is likely that any examining
authority would view them with a jaundiced 'substance over form' eye. We would
suggest that any changes that have true substantive effect, and are not
reversable for the life of the PPP loan should be respected as satisfying the
spirit of the program, and, thus, out of reach of the Present Effect prong,
but, admittedly, this is, perhaps, a tautological conclusion.
Lastly, the 'Totality of Circumstances' test (a perpetual law school and legal profession favorite!) is never going to be completely solvable. If it walks like a duck and quacks like a duck, it's a duck. However, what we would suggest is that if this prong is to be solved for, it will have to come from the Treasury / SBA itself in public guidance (i.e., something akin to a 'no action letter', for properly structured workarounds). Doing so would send a strong signal to the business and legal community that the government is not hostile to this process, and, in fact, encourages its use.
Investor 'Buy-in'; the Big Unknown
is no practical way to implement the foregoing without buy-in from the investor
community. None.
investors are not willing to work with their portfolio companies to actuate a
mixture of the foregoing strategies (as different use cases require), then the
possibility of the same is a purely academic exercise. And many of these
choices may be difficult and imperfect, under the heat of the moment on a
compressed timeframe. For example, how can an investor reasonably and
responsibly choose, in, say, 72-hrs, which of its portfolio companies has the
'best chance' to succeed and should pursue the PPP program, and in which of
those it should simply resign its Board seat? … Investors will have to pivot to
a mindset of trust, greater good and long-term thinking to effectively hedge
risk in such matters.
we would suggest that this is likely in the best interests of basically all
investor portfolio companies and the investors themselves. For most
businesses, there would appear to be very little downside to participation in
the PPP. In fact, for most, it may be a crucial survival lifeline, at a
minimum, and possibly even a booster rocket to spur growth and innovation
(which the US always, always needs more of, in the best and worst
of times). If the alternative is the failure of one or multiple investor
portfolio companies, then we would suggest that the waiver or abrogation of
certain investor rights, temporarily, is a trifling matter to accept.
would also suggest that, if pressed, most investors will accept the foregoing
logic (with the admittedly very large caveat assumption, of course, that
their own fund charter documents will even permit them to do so). In fact, we
would suggest that the investor (PE, VC and Angel communities) will likely
embrace at least some of the solutions to this dilemma (the foregoing, and
others that will undoubtedly be forwarded in the days to come), in light of the
unappetizing alternatives that are very much in play here.
said that, it is impossible to predict in advance. As an admitted digression,
but by way of example, we have been arguing to anyone who would listen for 8+
years now that it is time to do away with Legal Opinion delivery in Series A
rounds, as nothing but a pointless, expensive waste of scarce time and
resources, but we are still swimming upstream against larger law firms on that
fight! Here is to hoping that times may be changing in creative and
cost-effective legal practice.
it Work? The Fine Print…
foregoing is a suggested framework for businesses and legal practitioners to
begin to think about how venture backed small businesses, who would otherwise
be eligible to participate in the PPP, may be able to take advantage of the
program without violating the letter or the spirit of the program.
as with many matters that are new and cutting edge, and with rough contours
(and, as of the date of this writing, this one has a lot), the question
of whether or not this framework will work—from a business and/or legal
perspective—is unknowable. Accordingly, we are not offering this
framework as a 'silver bullet' of any kind, or offering any legal advice to any
party, with respect hereto. The truth is, we just don't know.
we are hopeful that this framework will spark a conversation around creative
ways to address these roadblocks, which may, or may not, include some mixture
of the foregoing techniques. We posit that it is likely that a framework that
is workable for investors, businesses, counsel, the SBA and the US Treasury will
be rolled-out, and likely in the next 3-4 weeks, at most. The stakes are
too high for these parties not to work together.
would suggest that the most robust (and still most likely) solution to this
issue is for the Treasury and SBA to issue the necessary amendments, waivers or
modifications of the regulatory framework. However, if this does not occur,
then we fully expect that industry will find one or more solutions to fit
quality, investor backed small businesses into the definitional framework of
the PPP.
the days and weeks to come, if we do not see a systemic fix to these
issues—which, at present, are working to exclude a huge and hugely important
sector of the US small business ecosystem—we will be developing and rolling out
suggested documents for our clients who may be able to take advantage of these
techniques. At such time, we will also make those documents publicly available,
to the extent that it is prudent and helpful to do so.
the meantime, we welcome all inquiries from businesses who may potentially
benefit by participation in the PPP and are looking for forward pathways, and,
of course, any and all constructive criticism from industry on the usability of
the foregoing framework.
* * *
Dated April 7,
Written by
Jeff Bekiares, Ed Khalili and Stan Sater
If you are a business that has questions about the Paycheck Protection Program (PPP) and how the laws impact your business, contact our Founders Legal team at [email protected], [email protected], or [email protected].


text: If your car's broken down, nursing your smartphone's short battery life can be a real nightmare when waiting for rescue. Of course, that might not be much of a problem if Xpal Power (the company behind Energizer and PowerSkin) has anything to do with it. It's developed the SpareOne, a super-cheap phone that runs from a single AA Battery and will reputedly maintain its charge for up to fifteen years. The dual-band GSM phone is designed for emergencies, transmitting its location alongside its call ID, or as a loaner phone for big corporate events. You'll get an Energizer AA battery and a microSIM in the bundle which will set you back $49.99 when it arrives at some point this quarter. At that price, we can imagine throwing a few in the trunk for breakdowns, when we're doing our Bear Grylls routine, or during the Robopocalypse.


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HP CEO Meg Whitman Vows to Stay the Course, But Would You? [POLL]
In her first press conference after she took the helm of HP, new CEO Meg Whitman vowed to stay the course set by her predecessor, former CEO Leo Apotheker.
She wants to continue the purchase of British software company Autonomy for the eye-popping price of $10.3 billion, and continue to explore the breakup or spinoff of the company's PC division, according to the Wall Street Journal.
"We're going to get to a decision as fast as possible" on the PC division, Whitman said according to CNET. "A decision like this is not like fine wine, it doesn't get better with age."
Given that controversial stance, what would you do if you were in her shoes? Let's have a poll:


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LEDTonic Z5
LED Grow Light
United StatesBuy on
$179 (ex. tax)
Free shipping with Amazon Prime!
United KingdomBuy on
£179 (inc. VAT)
Free shipping with Amazon Prime!
- MEDICINAL PLANTS & VEGETABLES ALIKE: Ideal spectrum (not BLURPLE). A perfect combination of blue, green, and red that will turn your seeds into your own supply.
- PLENTY OF LIGHT PER WATT: Efficacy rating 1.3 PPF/W. Only draws 112W (Veg: 51W & Bloom: 61W) but produces 911 PPFD at 12" and 630 PPFD at 18" inside a grow tent. One Z5 fills small or medium sized tents and closet grows (32x32" base area).
- RIDICULOUSLY CHEAP TO RUN: At the US average 13 cent/kWh, LEDTonic Z5 lamp's operational cost is 23 cents per 16 hours (7 USD per month). Barely noticeable on your electricity bill!
- QUIET AND EFFECTIVE LED: Plug and play, no assembly required. 41.5 dB at 12" (30 cm) distance lamp, open space. 39.7 dB at 12" distance, inside closed tent. Perfect for your small indoor grow project.
- FOR FIRST TIME & EXPERIENCED GROWERS: Whether you're growing for the first time or the 100th, the Z5 lamp will help you accomplish your yield goals. Go green and self-sufficient
Z5 product specifications, extended info, and instructions:
LEDTonic Z5 Indoor LED Grow Light
Step up your grow game. Efficient hardware with high light output (PPFD) maximizing photosynthesis. This grow lamp is expertly engineered for MJ plants with high light requirements. The Z5 is fitted with the ideal color spectrum: optimal balance of blue-green-red with both UV and FR, stimulating your CB plant (or any other fruiting & flowering plant) in all of its grow phases. Don't fall for the "BLURPLE" color hoax. Practically no plant will thrive with only blue and red light, confirmed by multiple studies. Green light boosts parts of the photosynthesis process, improves plants' overall health, and gives fruits and flowers (and buds) their right taste and smell. The Z5 covers it all. Get a lamp that does it right!
Why LEDTonic?
We are growers ourselves. Need help or want to talk lighting? Send us a message!
LEDTonic lamps are put through longevity, power draw, and light tests before finalized.
10 years of growing expertise has been put into perfecting all aspects of our products.
PPFD (center spot, in grow tent): 911 umol/m2/s at 12" & 630 umol/m2/s at 18".
Efficacy: 1.3 umol/J (PPF/W)
Power consumption: 112W (Veg: 51W & Flower: 61W).
Operational cost: 23 cents/day (16 hrs), at 13 cent/kWh, US average.
Diodes & spectrum: 64 diodes at 3W. 400nm - 730 nm + 3200K, 4500K, 6500K white
Inside the box:
1 LEDTonic Z5 grow light
1 LEDTonic manual
1 US power cord 5' (1.5m)
1 Hanger (17" wires)
We know light! We develop our configurations, build them, and use them with our own grows. Tried, tested, and true on all imaginable plants. High output and enduring diodes: L70 after minimum 50.000 hours (8.6 years at 16h a day, 365 days a year).
LEDTonic has your back! We offer a stellar 3-year hassle-free 100% working diode & lamp warranty on all of our grow lights.


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Strawberry Balsamic Italian Crostata
March 15, 2015
Strawberry Crostata
We are at the height of our strawberry season here in Central Florida. I wanted to be sure to include a delightful recipe her for you that includes a jar of my Strawberry Jam. The preparation is simple and is a classic European dessert served in the afternoon with coffee. You can substitute many different varieties of jam as well, whatever you have in the pantry should work out for you. I hope you enjoy this.
Recipe calls for a 10 inch Tart pan with removable bottom
Strawberry Balsamic Crostata
Recipe Adapted from Chow.com
12 Tbsp Butter (1 1/2 sticks)
1/2 cup granulated Sugar
1 Tsp Vanilla Extract
1/2 Tsp Almond Extract
1/2 Tsp Lemon Zest
1/4 Tsp Kosher Salt
1 1/2 Cups All Purpose Flour
1 8 oz Jar Sunchowder's Emporia Strawberry or Strawberry Balsamic Jam
1/3 cup Sliced Almonds
1. Preheat the oven to 350 degrees. Using a stand mixer and paddle attachment, add the softened butter and sugar to the bowl and beat on medium speed until light and fluffy (about 3 minutes). Add both of the extracts, lemon zest and salt and mix gently. Add the flour and mix on low speed until crumbly and dough just starts to come together.
2. Remove 1/4 cup of the dough, using a dessert plate, flatten the dough out to 1/4 in height, cover with plastic wrap and place in the freezer. Take the remaining dough and spread into the tart pan, pressing the dough halfway up the sides.
3. Open and spread the Strawberry Jam over the dough, remove the dessert plate of dough from the freezer and crumble bits of this over the jam. Sprinkle the almonds over the mixture as well.
4. Place in the pre-heated oven and bake until golden brown, about 45 minutes. Allow the crostata to cool before removing the ring and bottom. You should be able to carve 8 to 12 slices. Serve with coffee or tea.
4 Comments
This looks incredible, Wendy, especially imaging your fabulous jam. Our strawberries are coming in now here in San Diego. I love this time of year –
Comment by Lizthechef — March 15, 2015
How perfect this sounds to have with a coffee in the afternoon! I love the almond and vanilla added to the dough and paired with your delicious strawberry jam, how good does that sound!
Comment by Jayne — March 15, 2015
You won my heart with this one, Wendy! Beautiful!
Comment by Jeffrey — March 16, 2015
Looks outrageous! I'd die for being the one who is holding the fork in your last photo 😉
Comment by Lily Lau — April 11, 2015


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After a journey of more than 9,300 miles (15,000 km) from Cape Town, South Africa, to Paris, France, GS-riding adventurer Eric Massiet du Biest and his colleagues returned home from their Trans-Africa expedition to a heroes' welcome at the BMW Motorrad Etoile dealership in the capital city. A description and pictures of the journey can be seen on our previous news post, "Cape Town to Paris, Through Unrest in Egypt."
More than 150 BMW GS machines lined the streets of the Parisian dealership located on the Avenue de la Grande Armée. The showroom had been 'dressed' with hundreds of exotic plants to create a tropical setting, while a real bivouac was constructed and guests were invited to sample Kangaroo Carpaccio with a glass of cold beer.
In fact, more than 300 motorcycle fans turned up on the night to celebrate the achievements of du Biest, who has been supported for several years by BMW Motorrad France with his Trilogy GS series of rally raids.
In 2008, the GS Gringo rally took participants on an 8,000 km voyage of discovery in Latin America. In 2009, the GS Dundee rally crossed Australia on a mammoth 18,000 km journey, while in December 2010, the GS Zulu rally began and passed through 11 countries on a 15,000 km journey from southern Africa all the way back to France. These trips were all designed with the purpose of sharing amazing human experiences, meeting and understanding people of many different cultures and backgrounds, and riding some of the most amazing terrain in the world on a selection of BMW enduros.
'Max' is the name of the R1200GS Adventure that belongs to Eric du Biest, and has been his machine of choice for all the above trips. This GS now proudly displays 100,000 km on the clock, and has never let Eric down, despite intensive, non-stop use in extreme conditions on three continents, including high-altitude climbs, sandstorms, water crossings, and mud baths. It has even set its own speed record on the salt lake of Uyuni in Bolivia.
The GS-themed evening also included the important announcement of a very special event for GS aficionados — the organization of the first GS Trophy in France. This fun-based sporting social event will be held over three days from June 16-18, in an extraordinary setting near Orange, with the support of Touratech France. As you would imagine, there will be plenty of off-road riding opportunities, expert instruction and orientation tests on the agenda over the three days. Accessible to riders of all abilities, the GS Trophy France promises unforgettable riding fun for all participants.
For more on this welcome home, check out the video on Dailymotion.


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November is here which means we MIGHT be getting some colder sweater weather days in Austin guys! I love this time of year. I love that the temps are dropping, and I love that we are approaching the holidays! Thanksgiving has always been one of my favorite holidays. It's not as stressful as Christmas can get for a mom of three, and what can I say- I love to eat!
I'm so ready for sweater weather to be here in full effect. I picked up this cute cowl neck sweater when I was on a Target run. I can't help but leave with a cart full of stuff when I go in for just one or two list items! Their fall gear is so cute right now! You can't beat a cozy $25 sweater.
A good warm sweater is a staple for me because wearing a jacket on top of whatever I'm wearing feels so restricting when I'm with the kids. Take a peek at some of my picks for cute cozy sweaters out right now!


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"Teach us to number our days, that we may gain a heart of wisdom." Psalm 90:12 NIV
In five days and a couple of hours, we will change time. Fall back. Loose an hour.
In a few days children will be dressed up as pumpkins, ghosts, and disney characters. Carrying pumpkin buckets and collecting candy.
Thanksgiving comes in thirty days.
The winter solstice will arrive in fifty-five days. Christmas in fifty-eight.
These are the days that seem to roll towards us like a steamroller. Busy days. Days where our focus becomes unfocused. Dazed and confused going round in circles it seems. Entangled with relentless "to do" lists and a heaping pile of endless things to do. Time, money, common courtesy, Christ-like love, and patience in short supply.
I'm counting the days. I dread the time change. Dread days with more dark than light.
And Christmas, these days it makes me feel less than adequate. Coming from a time where want and more were instilled into our generation and those that followed.
And winter. Let's just say me and "Old Man Winter" don't exactly get along. I'm already freezing and it's not even really cold yet. Most folks are just now moving into their comfort zone and I'm in fuzzy socks.
2015 arrives in sixty four days. After the craze and daze of the holiday season, most of us can finally let loose with a collective sigh. And I can begin to count the days to spring. One hundred forty three, in case, like me, you need to know.
As I count the days each one brings hope. Hope for warmer weather. Hope for more light than dark. Hope for new life. Children swinging. Blooms and bumblebees. Warmth.
I count these days. I feel hopeful. Lighter. Somehow, I'll make it through all that is hard for me.
And as I count, I read of one who is counting too…
As I've been counting days, worrying, and generally wallowing in self pity, I've been reading this book. The Hardest Peace by Kara Tippetts. And. I. Am. Shamed.
Shamed and ashamed.
"I spent the holiday season this year after my second and third diagnoses looking deeply into the faces of the ones I love most. I longed to remember what it was like not to count my days, to be lost in the bliss of ignorance of how much remains. With every action I wondered, 'Is this my last meal of mostly brown shared with people I love, like, and desire close? Are they counting my Thanksgivings? Did they feel bound to accept my invitation because of cancer'?" excerpt from The Hardest Peace
She is counting her days. Her last days. With her husband, her precious four young children. Family. Friends. Grace is weaved all through her story. Her heart is laid bare with the hard of life.
Kara Tippets asks the hard questions in the hard place. Questions like, "Is Jesus really good in the awful of cancer, fire, heartbreak, and devastation? In the face of all that is broken, is God Good?"
"Trusting God when the miracle does not come, when the urgent prayer gets no answer, when there is only darkness~this is the kind of faith God values perhaps most of all. This is the kind of faith that can be developed and displayed only in the midst of difficult circumstances. This is the kind of faith that cannot be shaken because it is the result of having been shaken. Nancy Guthrie~Holding on to Hope
I've held this book close to me. Like a dear friend. Her words, her hard presses in. My hard seems a bit easier. As I count days through the hard with hope of spring to come, she is counting days till the end, with the Hope of Salvation. Knowing her story won't end, but will only just begin. Kara is honest to tell you in her book, this is not the story she would have chosen. However, it is the story The Author has chosen for her.
I've underlined, highlighted, ear marked, and folded over many pages. I'll continue to follow her story, as her days wane.
Her story reminded me as I was counting the hard days, I had forgotten to count the gifts.
~pudgy little toes with a smidge of dirt on the end, days of "Indian Summer", slices of pink painted across the sky, hugs and smiles from precious grandchildren, Saturday mornings, coffee with my man…his breathing as he sleeps next to me~
In my counting of the hard~there was the neglecting of the gifts.
"All we have to decide is what to do with the time that is given us." J.R.R. Tolkien
Graced by God
Tammy Mashburn


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PHILADELPHIA -- Eagles wide receiver DeSean Jackson has an abdominal strain that is expected to sideline him for two weeks, sources tell ESPN.
One doctor recommended surgery, which would have shelved the 32-year-old for about six weeks, but Jackson wants to return to action as soon as possible, so he opted against it, a source said.
Jackson exited early in the first half against the Atlanta Falcons on Sunday night.
Philadelphia brought him back via a trade with the Tampa Bay Buccaneers in March to provide Carson Wentz with a bona fide deep threat. They connected for two touchdowns of 50-plus yards in the opener against Washington.
Receiver Alshon Jeffery could also miss Sunday's game against the Detroit Lions after suffering a calf injury early against Atlanta.