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Justia Forms Business Contracts XAI Octagon Floating Rate & Alternative Income Term Trust Distribution Agreement between the Registrant and Foreside Fund
Distribution Agreement between the Registrant and Foreside Fund Services, LLC
Contract Categories: Business Operations - Distribution Agreements
EX-1.1 2 s130388_ex1-1.htm EXHIBIT 1.1
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT (this "Agreement") made as of February 5, 2021 by and between XAI Octagon Floating Rate & Alternative Income Term Trust, a Delaware statutory trust (the "Fund"), and Foreside Fund Services, LLC, a Delaware limited liability company (the "Distributor").
WITNESSETH:
WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the "Investment Company Act"), as a diversified, closed-end, management investment company; and
WHEREAS, the Fund has filed a registration statement on Form N-2 pursuant to the Investment Company Act and the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), to register common shares of beneficial interest, par value $0.01 per share, of the Fund (the "Common Shares"), which may be issued and sold from time to time through various specified transactions, including at-the-market ("ATM") offerings pursuant to Rule 415 under the Securities Act; and
WHEREAS, the Distributor is registered as a broker-dealer under the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the "Exchange Act"), and is a member in good standing of the Financial Industry Regulatory Authority, Inc. ("FINRA"); and
WHEREAS, the Fund and the Distributor wish to enter into a distribution agreement with each other with respect to ATM offerings, from time to time, of the Common Shares pursuant to the Registration Statement.
NOW THEREFORE, the parties agree as follows:
Section 1. Appointment of the Distributor; ATM Offerings.
(a) Subject to the terms and conditions of this Agreement, the Fund hereby appoints the Distributor as its principal underwriter and placement agent for up to 8,000,000 Common Shares of the Fund to be offered pursuant to the Registration Statement (as defined herein) through ATM offerings from time to time (the "Shares") and the Fund agrees that it will issue such Shares as the Distributor may sell. The Distributor agrees to enter into sub-placement agent agreements with selected dealers, each of whom shall be registered as a broker-dealer under the provisions of the Exchange Act and a member in good standing of FINRA who will use reasonable efforts to identify opportunities for the sale of Shares (each, a "sub placement agent"), but neither the Distributor nor any sub-placement agent is obligated to sell any specific number of the Shares (though the Distributor will only be authorized to sell on any Offering Date the maximum number of Shares agreed to with the Fund pursuant to Section 1(d) hereof). The Distributor will not purchase any Shares for its own account. The Shares will only be sold on such days as shall be agreed to by the Distributor and the Fund (each, an "Offering Date"). The Distributor hereby accepts such appointment.
(b) The Distributor acknowledges that Shares will be offered and sold only as set forth from time to time in the Registration Statement including, without limitation, pricing of Shares, handling of investor funds and payment of sales commissions.
(c) The Fund may suspend or terminate any ATM offering of its Shares at any time. Upon notice to the Distributor of the terms of such suspension or termination, the Distributor shall suspend the ATM offering of Shares in accordance with such terms until the Fund notifies the Distributor that such ATM offering may be resumed; provided, however, that such suspension or termination shall not affect or impair the parties' respective obligations with respect to the Shares sold hereunder prior to the giving of such notice.
(d) The price per Share shall be determined by the Fund together with the Distributor or any sub-placement agent by reference to trades in the Common Shares on the primary exchange for the Common Shares. In no event shall the price per Share be less than the then current net asset value per Common Share (which net asset value shall be determined as of a time within forty-eight hours, excluding Sundays and holidays, next preceding the time of such determination) plus the per Share amount of the commission to be paid to the Distributor (the "Minimum Price"). The Fund may establish a minimum sales price per Share on any Offering Date in excess of the Minimum Price (the "Minimum Sales Price"), and the Fund shall communicate such Minimum Sales Price to the Distributor. The Fund shall have sole discretion to establish a Minimum Sales Price for any Offering Date and may consider, among other factors, the degree to which the market price per Common Share exceeds the Fund's net asset value per Common Share, and the amount of assets the Fund desires to raise through ATM offerings. The Distributor shall suspend the sale of Shares if the per share price of the Shares is less than the Minimum Price or the Minimum Sales Price. The Distributor or any sub-placement agent shall, together with the Fund, determine the maximum number of Shares to be sold through the Distributor or through such sub-placement agent for any Offering Date, and the Distributor or such sub-placement agent shall not be authorized to sell Shares on any Offering Date in excess of such maximum.
(e) The Distributor will confirm to the Fund, following the close of trading on the Fund's primary exchange on each Offering Date for the Shares, the number of Shares sold through the Distributor and through any sub-placement agent, the time of sale, the gross sales price per Share and the compensation payable to the Distributor and such sub-placement agent, or to which the Distributor and such sub-placement agent are entitled with respect to such sales. The Fund reserves the right to reject any order in whole or in part.
(f) Settlement for sales of the Shares pursuant to this Section 1 will occur on the second business day following the date on which such sales are made (each such day, a "Settlement Date"). On each Settlement Date, the Shares sold through the Distributor and through any sub-placement agent for settlement on such date shall be delivered by the Fund at the Distributor's request to such sub-placement agent's account at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties, against payment of the gross sales proceeds for the sale of such Shares, less the sales commission to be paid to the Distributor and such sub-placement agent.
(g) In selling Shares, the Distributor shall act solely as an agent of the Fund and not as principal.
Section 2. Representations and Warranties by the Fund. The Fund represents, warrants to and agrees with the Distributor, as of the date hereof and as of each Offering Date and Settlement Date, that:
(a) The Registration Statement (i) has been prepared by the Fund in conformity with the requirements of the Securities Act and the Investment Company Act in all material respects; (ii) has been filed with the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act and the Investment Company Act; and (iii) heretofore became, and is, effective; the Registration Statement sets forth the terms of the offering, sale and plan of distribution of the Shares and contains additional information concerning the Fund and its business; no stop order of the Commission preventing or suspending the use of the Basic Prospectus (as defined herein), the Prospectus Supplement (as defined herein) or the Prospectus (as defined herein), or the effectiveness of the Registration Statement, has been issued, and no proceedings for such purpose have been instituted or, to the Fund's knowledge, have been threatened by the Commission. Except where the context otherwise requires, "Registration Statement," as used herein, means, collectively, the various parts of the registration statement, as amended at the time of effectiveness for purposes of Section 11 of the Securities Act (the "Effective Time"), as such section applies to the Distributor, including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, and (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed to be part of the registration statement at the Effective Time. "Basic Prospectus," as used herein, means the final prospectus filed as part of the Registration Statement, including the related statement of additional information, together with any amendments or supplements thereto as of the date of this Agreement. Except where the context otherwise requires, "Prospectus Supplement," as used herein, means the final prospectus supplement, including the related statement of additional information, relating to the Shares, filed by the Fund with the Commission pursuant to Rule 424(b) under the Securities Act, in the form furnished by the Fund to the Distributor in connection with the offering of the Shares. Except where the context otherwise requires, "Prospectus," as used herein, means the Prospectus Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein.
(b) The Fund is duly registered under the Investment Company Act as a closed-end management investment company. A notification of registration of the Fund as an investment company under the Investment Company Act on Form N-8A (the "Investment Company Act Notification") has been prepared by the Fund in conformity with the Investment Company Act and has been filed with the Commission and, at the time of filing thereof and at the time of filing any amendment or supplement thereto, conformed in all material respects with all applicable provisions of the Investment Company Act. The Fund has not received any notice in writing from the Commission pursuant to Section 8(e) of the Investment Company Act with respect to the Investment Company Act Notification or the Registration Statement (or any amendment or supplement to either of them). No person is serving or acting as an officer, trustee or investment adviser of the Fund except in accordance with the provisions of the Investment Company Act, provided that for purposes of the foregoing representation with respect to officers and trustees, the Fund shall be entitled to rely on representations from such officers and trustees.
(c) The Registration Statement, the Investment Company Act Notification and the Prospectus, as from time to time amended or supplemented, each complied when it became effective or was filed (as the case may be), complies as of the date hereof and, as amended or supplemented, will comply, at each time of purchase of Shares in connection with the ATM offerings, and at all times during which a prospectus is required by the Securities Act to be delivered in connection with any sale of Shares, in all material respects, with the requirements of the Securities Act and the Investment Company Act; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; at no time during the period that begins on the earlier of the date of the Basic Prospectus and the date the Basic Prospectus was filed with the Commission and ends at the later of the time of purchase of Shares in connection with the ATM offerings, and the end of the period during which a prospectus is required by the Securities Act to be delivered in connection with any sale of Shares did or will the Prospectus, as from time to time amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Fund does not make any representation or warranty with respect to any statement contained in the Registration Statement, the Basic Prospectus or the Prospectus in reliance upon and in conformity with information furnished in writing by the Distributor or any sub-placement agents, or on the Distributor's or any sub-placement agent's behalf, to the Fund expressly for use in the Registration Statement or the Prospectus (the "Agent Provided Information").
(d) The financial statements incorporated by reference in the Registration Statement or the Prospectus, together with the related notes and schedules, present fairly in all material respects the financial position of the Fund as of the dates indicated and the results of operations, cash flows and changes in shareholders' equity of the Fund for the periods specified and have been prepared in compliance in all material respects with the requirements of the Securities Act, the Investment Company Act and the Exchange Act, and in conformity in all material respects with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved; the other financial and statistical data contained or incorporated by reference in the Registration Statement or the Prospectus are accurately and fairly presented, in all material respects, and prepared on a basis consistent with the financial statements and books and records of the Fund in all material respects; there are no financial statements that are required to be included or incorporated by reference in the Registration Statement, the Basic Prospectus or the Prospectus by the Securities Act, the Investment Company Act or the Exchange Act that are not included or incorporated by reference as required; and the Fund does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto).
(e) As of the date of this Agreement, the Fund has an authorized and outstanding capitalization as set forth in the Registration Statement, the Basic Prospectus and the Prospectus and, with respect to any issuance and sale under this Agreement, the Fund shall have as of the date of the most recent amendment or supplement to the Registration Statement or Prospectus, an authorized and outstanding capitalization as set forth in the Registration Statement and the Prospectus; all of the issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable, have been issued in material compliance with all applicable securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right.
(f) The Fund has been duly formed, has legal existence as a statutory trust and is in good standing under the laws of Delaware, with full power and authority to own, lease and operate and conduct its business as described in the Registration Statement, the Basic Prospectus and the Prospectus and to issue, sell and deliver the Shares as contemplated herein. The Fund is duly qualified to do business as a foreign entity and is in good standing in each jurisdiction where the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial condition or results of operations of the Fund.
(g) The Shares have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights; the Shares, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to the Fund's Amended and Restated Agreement and Declaration of Trust or bylaws or any agreement or other instrument to which the Fund is a party. The Common Shares, including the Shares, conform in all material respects to the description thereof, if any, contained or incorporated by reference in the Registration Statement, the Basic Prospectus or the Prospectus; and the certificates for the Shares, if any, are in due and proper form.
(h) The Fund is in material compliance with the rules of the New York Stock Exchange (the "Stock Exchange"), including, without limitation, the requirements for continued listing of the Shares on the Stock Exchange and the Fund has not received any written notice from the Stock Exchange regarding the delisting of the Shares from the Stock Exchange. The Shares will be duly listed, and admitted and authorized for trading, subject to official notice of issuance, on the Stock Exchange.
(i) No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the Stock Exchange), or approval of the shareholders of the Fund that has not already been obtained, is required in connection with the issuance and sale of the Shares or the consummation by the Fund of the transactions contemplated hereby, other than (i) the registration of the Shares under the Securities Act, which has been effected, (ii) the listing of the Shares with the Stock Exchange, upon official notice of issuance, (iii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Fund or (iv) any necessary qualification pursuant to the rules of FINRA.
Section 3. Duties of the Fund.
(a) The Fund shall take, from time to time, but subject always to any necessary approval of the Board of Trustees of the Fund (each a "Trustee," and together the "Board") or of its shareholders, all necessary action to fix the number of authorized Common Shares, to the end that the Fund will have a number of authorized but unissued Common Shares at least equal to the number of Common Shares available for sale pursuant to this Agreement.
(b) For purposes of the ATM offering of Shares, the Fund will furnish to the Distributor and any sub-placement agents copies of its most recent amendment to its Registration Statement, its most recent Prospectus and all amendments and supplements thereto, and other documentation the Distributor may reasonably request for use in the ATM offering of Shares, including without limitation, and to the extent applicable, a Conditional No Objections Letter from FINRA, which the Fund procured. The Distributor and the sub-placement agents are authorized to furnish to prospective investors only such information concerning the Fund and the ATM offering as may be contained in the Registration Statement, the Prospectus, the Fund's publicly available formation documents, or any other documents (including sales material), that are expressly approved by the Fund for such purpose.
(c) The Fund shall furnish to the Distributor copies of all financial statements of the Fund which the Distributor may reasonably request for use in connection with its duties hereunder, and this shall include, upon request by the Distributor, one certified copy of all financial statements prepared for the Fund by independent public accountants.
(d) The Fund shall use its best efforts to qualify and maintain, to the extent required by applicable law, the qualification of Shares for sale under the securities laws of such jurisdictions as the Distributor and the Fund may approve, provided that the Fund shall not be required in connection therewith to qualify as a foreign corporation or dealer in securities or to file a general consent to service of process in any jurisdiction or meet any other requirement in connection with this Section 3(d) deemed by the Fund to be unduly burdensome. Any such qualification may be withheld, terminated or withdrawn by the Fund at any time in its discretion. The expense of qualification and maintenance of qualification shall be borne by the Fund. The Distributor shall furnish such information and other material relating to its affairs and activities as may be required by the Fund in connection with such qualification.
(e) The Fund will furnish, in reasonable quantities upon request by the Distributor, copies of its annual and semi-annual reports.
(f) The Fund will furnish the Distributor with such other documents as it may reasonably require, from time to time, for the purpose of enabling it to perform its duties as contemplated by this Agreement.
Section 4. Duties of the Distributor.
(a) The Distributor shall devote reasonable time and effort to its duties hereunder. The services of the Distributor to the Fund hereunder are not to be deemed exclusive and nothing herein contained shall prevent the Distributor from entering into like arrangements with other investment companies so long as the performance of its obligations with respect to the Fund hereunder is not impaired thereby.
(b) In performing its duties hereunder, the Distributor shall comply with the requirements of all applicable laws relating to the sale of securities in all material respects. Neither the Distributor nor any sub-placement agent having an agreement to offer and sell Shares pursuant to Section 5 hereof nor any other person is authorized by the Fund to give any information or to make any representations, other than those contained in its Registration Statement, Prospectus and any sales literature specifically approved for such use by the Fund.
(c) The Distributor shall review and file with FINRA as applicable, all sales literature (advertisements, brochures and shareholder communications) prepared in connection with the ATM offerings for the Fund.
(d) The Distributor agrees to supply the following additional services, together with such other services as set forth throughout this Agreement:
1. handling inquiries from sub-placement agents regarding the Fund;
2. assisting in the enhancement of communications between sub-placement agents and the Fund;
3. communicating the Minimum Price or Minimum Sales Price to any sub-placement agents and instructing any sub-placement agents not to sell Shares if such sales cannot be effected at or above the Minimum Price or the Minimum Sales Price;
4. communicating the maximum amount of Shares to be sold on any Offering Date to any sub-placement agents;
5. notifying any sub-placement agents of any suspension or termination of the ATM offering of Shares, together with any corresponding resumption of the ATM offering of Shares;
6. coordinating delivery of any Shares sold through sub-placement agents to such sub-placement agents on the Settlement Date against payment of the gross sales proceeds for the sale of such Shares, less any applicable sub-placement agent selling commission;
7. delivering the Fund's Prospectus to any sub-placement agents;
8. identifying potential sub-placement agents;
9. monitoring the performance of sub-placement agents;
10. providing any necessary reconciliation, accounting and recordkeeping services in respect of the ATM offerings of Shares, including with respect to the underwriting compensation paid by the Fund to the Distributor in respect thereof; and
11. providing such other information, assistance and services as may be reasonably requested by the Fund.
For the avoidance of doubt, the Distributor shall not sell any shares of the Fund directly to any investors.
(e) The Distributor shall report to the Board at least quarterly, or more frequently, as requested by the Board, regarding: (i) the nature of the services provided by the Distributor hereunder; (ii) the amount of compensation sub-placement agents, if any, are entitled to retain or be paid by the Distributor; and (iii) the aggregate amount of underwriting compensation paid by the Fund to the Distributor in respect of the ATM offerings of Shares.
(f) The Distributor represents and warrants to the Fund that it has all necessary licenses to perform the services contemplated hereunder and will perform such services in compliance with all applicable rules and regulations.
Section 5. Agreements with Sub-Placement Agents.
(a) The Distributor may enter into sub-placement agent agreements or selected dealer agreements, on such terms and conditions as the Distributor determines are not inconsistent with this Agreement, with sub-placement agents to act as the Distributor's agents to effect the sale of the Shares in the ATM offerings. Such sub-placement agents shall sell Shares only at market prices subject to the Minimum Price and the Minimum Sales Price. This Agreement shall not be construed as authorizing any dealer or other person to accept orders for sale on the Fund's behalf or to otherwise act as the Fund's agent for any purpose. The Distributor shall not be responsible for the acts of other dealers or agents except as and to the extent that they shall be acting for the Distributor or under the Distributor's direction or authority.
(b) The Distributor shall offer and sell Shares only through such sub-placement agents who are acting as brokers or dealers who are registered as broker-dealers under the provisions of the Exchange Act and members in good standing of FINRA and who agree to abide by the rules of FINRA.
(c) The Distributor shall obtain assurance, reasonably satisfactory to the Fund, from any sub-placement agents which it engages of the compliance by such sub-placement agents with the terms of this Agreement, applicable federal and state securities laws and the rules of FINRA.
Section 6. Sales Commission; Compensation.
(a) The Fund shall pay the Distributor an amount equal to 1.00% of the gross sales price per Share of the Shares sold.
(b) The Distributor shall pay to the sub-placement agents the sub-placement agent commissions agreed to between the Distributor and such sub-placement agents, or may authorize such sub-placement agents to retain such sub-placement agent commissions from the gross sales proceeds from the sale of such Shares, which shall be payable from the commissions payable to the Distributor under Section 6(a) hereof.
(c) The Fund hereby represents and warrants to the Distributor that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to the Distributor or to the Fund's investment adviser or sponsor or another affiliate of the Fund in connection with this Agreement, which the Fund has agreed to pay, including but not limited to any fee waivers, conversion cost reimbursements, up-front payments, signing payments or periodic payments relating to this Agreement have been fully disclosed to the Board and that, if required by applicable law, the Board has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.
Section 7. Payment of Expenses.
(a) The Fund shall bear all of its own costs and expenses, including fees and disbursements of its counsel and auditors, in connection with the preparation of its Prospectus, Statement of Additional Information, if any, the preparation and filing of any required registration statements under the Securities Act and/or the Investment Company Act, and all amendments and supplements thereto, and in connection with any fees and expenses incurred with respect to any filing requirements of FINRA and preparing and mailing annual and interim reports and proxy materials to shareholders (including but not limited to the expense of setting in type any such Registration Statement, Prospectus, interim reports or proxy materials).
(b) The Fund shall bear any cost and expenses of qualification of the Shares for sale pursuant to this Agreement.
(c) The Distributor shall bear all expenses incurred by it in connection with its duties and activities under this Agreement, including the compensation of sub-placement agents for sales of the Fund's Shares, provided that it shall pay such sub-placement agents only for so long as and to the extent that it receives such compensation from the Fund, and fees and expenses of Distributor's counsel (except for any FINRA filing fees or "blue sky" fees paid on behalf of the Fund or the Distributor by such counsel).
Section 8. Limitation of Liability; Indemnification.
(a) The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control.
(b) The Fund agrees that it will indemnify, defend and hold harmless the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectuses or in any application or other document executed by or on behalf of the Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application") or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) arise out of, or are based upon, any breach of the representations, warranties or covenants of the Fund contained in this Agreement; provided, however, that the Fund shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectus or any Blue Sky Application with respect to the Fund in reliance upon and in conformity with any Agent Provided Information, or arising out of the failure of the Distributor or any sub-placement agent to deliver a current Prospectus.
(c) The Distributor will indemnify and hold harmless the Fund and its several officers and trustees, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, which statement or omission was made in reliance upon and in conformity with information furnished in writing to the Fund or any of its several officers by or on behalf of the Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, trustees and such controlling persons for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim.
(d) An indemnified person under this Section 8 (the "Indemnified Party") shall give written notice to the other party (the "Indemnifying Party") of any loss, damage, expense, liability or claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 8(b) or (c) hereof (a "Claim"), specifying in reasonable detail the nature of the loss, damage, expense, liability or claim for which indemnification is sought, except that any delay or failure so to notify such Indemnifying Party shall only relieve such Indemnifying Party of its obligations hereunder to the extent, if at all, that such Indemnifying Party is actually prejudiced by reason of such delay or failure.
(e) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such separate counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that the Indemnifying Party shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with the Indemnifying Party or among themselves, which firm shall be designated in writing by an authorized representative of such parties and that all such fees and expenses shall be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Indemnifying Party agrees to indemnify and hold harmless any Indemnified Party from and against any loss, liability, damage or expense by reason by such settlement or judgment.
(f) With respect to any Claim not within Section 8(e) hereof, the Indemnifying Party shall have twenty (20) days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If the Indemnifying Party does not respond within such twenty-day period, it shall be deemed to have accepted responsibility to make payment and shall have no further right to contest the validity of such Claim. If the Indemnifying Party notifies the Indemnified Party within such twenty-day period that it rejects such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law.
(g) If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless in respect of any losses, damages, expenses, liabilities or claims referred to therein, then each applicable Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses, liabilities or claims in such proportion as is appropriate to reflect (i) the relative benefits received by the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, from the offering of the Shares; or (ii) if, but only if, the allocation provided for in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Indemnified Party, on the one hand, and of the Indemnifying Party, on the other, in connection with any statements or omissions or other matters which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the parties hereto shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by such party, on one hand, or by the other party, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party hereto as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 8(g). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
(h) Notwithstanding any other provisions in this Section 8, no party shall be entitled to indemnification or contribution under this Agreement against any loss, claim, liability, expense or damage arising by reason of such person's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or by reason of such person's reckless disregard of such person's obligations and duties thereunder.
(i) The indemnity and contribution agreements contained in this Section 8 and the covenants, warranties and representations of the parties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Fund, its, trustees or officers or any person (including each officer or trustee of such person) who controls the Fund within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Distributor, its directors or officers or any person who controls the Distributor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the issuance and delivery of the Shares.
(j) IN NO EVENT WILL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANY OTHER PERSON OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.
Section 9. Duration and Termination of this Agreement.
(a) This Agreement may be terminated at any time, without the payment of any penalty, by the Fund or by the Distributor, on sixty days' written notice to the other party.
(b) Unless earlier terminated pursuant to Section 9(a) hereof, this Agreement shall automatically terminate upon the issuance and sale of all of the Shares through the Distributor or any sub-placement agents on the terms and subject to the conditions set forth herein.
(c) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 9(a) or 9(b) hereof.
(d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the other party. If such termination shall occur prior to the Settlement Date for any sale of Shares, such Shares shall settle in accordance with the provisions of this Agreement.
Section 10. Amendments of this Agreement. This Agreement may be amended by the parties only pursuant to a written instrument executed by the Fund and the Distributor.
Section 11. Governing Law. This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement, directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York. To the extent that the applicable law of the State of New York, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control.
Section 12. Waiver of Jury Trial. EACH OF THE FUND (ON ITS BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS AFFILIATES) AND THE DISTRIBUTOR (ON ITS BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS MEMBERS AND AFFILIATES) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Section 13. Miscellaneous.
(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
(b) This Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof, including the Second Amended and Restated Distribution Agreement between the Fund and Distributor dated December 4, 2020. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
(c) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and the officers, and directors, trustees, and controlling persons referred to in Section 8 hereof. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
(d) The parties acknowledge and agree that all share related numbers contained in this Agreement shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the Shares.
(e) The terms "affiliated person" and "interested person," when used in this Agreement, shall have the respective meanings specified in the Investment Company Act.
Section 14. Proprietary and Confidential Information. The Distributor agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Fund all records and other information relative to the Fund and prior, present or potential shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and shall not be required where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Fund. The provisions of this Section 14 shall survive termination of this Agreement.
Notwithstanding anything in this Agreement to the contrary, each party hereto agrees that: (i) any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P ("Regulation S-P"), promulgated under the Gramm-Leach-Bliley Act (the "Act"), disclosed by a party hereunder is for the specific purpose of permitting the other party to perform the services set forth in this Agreement, and (ii) with respect to such information, each party will comply with Regulation S-P and the Act and will not disclose any Nonpublic Personal Information received in connection with this Agreement to any other party, except to the extent as necessary to carry out the services set forth in this Agreement or as otherwise permitted by Regulation S-P or the Act.
Section 15. Notices. All communications hereunder will be in writing and effective only on receipt, and will be mailed, delivered or emailed and confirmed to:
If to the Distributor:
Foreside Fund Services, LLC
Three Canal Plaza, Suite 100
Email: ***@***
For all operational notices or communications: ***@***
If to the Fund:
XAI Octagon Floating Rate & Alternative Income Term Trust
c/o XA Investments, LLC
321 N. Clark Street, Suite 2430
Attention: Benjamin D. McCulloch
[The remainder of this page is intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. This Agreement may be executed by the parties hereto in any number of counterparts, all of which shall constitute one and the same instrument.
By: /s/ Theodore J. Brombach
Name: Theodore J. Brombach
Title: President and Chief Executive Officer
By: /s/ Mark Fairbanks
Name: Mark Fairbanks


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We will find Wardrobe Consulting professionals in Kidderminster and do the legwork to contact them on your behalf.
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Son House's given name was Edward James House, Jr.
This is the special XLT version of this drummer t-shirt.
Grab life by the Drumsticks! This shirt was specifically made for XL Tall drummers and makes a great gift.
This Bluescentric Brand XLT Classic Gildan Drum T Shirt is 6.0 oz preshrunk 100% cotton. Sizes run very true, and have minimal, if any, shrinking. This is a standard go-to t shirt for our big & tall music lovers.


All FRC teams have something in common — they have robots to drive & operate. Of course, there are robots that drive well, and some that well, drive really well. How do they get so good at their jobs? I mean, the answer is practice, but the question is… how do you practice driving? Well, we're going to do our best to brief you on a few methods teams use successfully.
Practice makes perfect, and this holds true in FRC. For a driver to be good, they need to know the ins and outs of the robot, so practicing over and over is a fantastic way to get good. Running simulated matches, stopping, starting on the line, are all fantastic ideas. Team 2168 put together a driver training document (in 2011) , and Team 1836 a document (this season) which may serve to inspire some other ideas.
This allows your drive team to get direct, hands on experience with the robot and to get good at it. However, it does rely on your team either having a finished robot in time, or having time to spare. For what is a painful truth to many teams, that simply isn't possible. A potential middle ground for teams trying to improve is getting your robot chassis finished as early as possible, possibly week 2 or earlier. Previous years robots also serve to be similar drivebases for practice, but the operator of manipulators may find their job significantly harder to train for.
Much in the same way practicing in your own shop or space can help you driveteam, in match strategy will definitely effect how your team plays this season, especially with the amazing weight power-ups carry. For that reason, finding a local scrimmage may help you out. Scrimmages are pre-bag events where teams compete mostly completed robots on fields. The official field that's assembled near FIRST HQ will be the only scrimmage with an official field, but sometimes just having the space makes a world of difference. You can see an (incomplete) list of pre-bag scrimmages here.
Given the theme of this year's game, I think it only appropriate to bring to light the video game theory of driver training. Fast paced, multiplayer, teamwork based games can be invaluable to driver skills and reaction time, below, a short list.
Lovers in a Dangerous Spacetime – Fast paced multi-player with delicate reaction times. You rely heavily on your teammates.
Overcooked – Time management based, multi-player cooking game. Not as easy as it seems, has bested many.
Keep Talking and Nobody Explodes – Two player bomb defusal game, heavy leanings on communication and teamwork. Easy to see how people improve over time.
Of course, I'm not here to sell you things, but you might not have to buy a single thing. Ask your students / teammates and I'm sure you'll find someone with at least a few of them. Best case, driver practice. Worst case, you get some good team-building.
For a team to improve their driving ability, they must hone teamwork, cooperation, collaboration, and communication skills collectively, and reaction time, discipline, and grace under pressure collectively. It's not easy, but this is called a competition for a reason.


Jones, Jonathan R., Anna Betbeze. Modern Painters, May 2015.
Frank, Priscilla, Anna Betbeze's Painted Flotaki Carpets Come To MASS MoCA, The Huffington Post, June 5, 2012.
Winant, Carmen, Critics' Picks: "First Among Equals" at the ICA- Institute of Contemporary Art, Philadelphia, Artforum.com, May 25, 2012.
Smith, Roberta, Substance and Spectacle, The New York Times, December 16, 2011.
Dailey, Meghan, The Filth And The Fury, Modern Painters, Summer 2011, pp. 44-45.
Thread Reviews-Anna Betbeze, Textileartscenter.wordpress.com, February 23, 2011.


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Chifley College Shalvey Campus is a secondary school in Shalvey, Blacktown NSW. The public school has 323 students with a student-to-teacher ratio of 1 to 9.
St Mark's Catholic College
St Mark's Catholic College is a secondary school in Stanhope Gardens, Blacktown NSW. The catholic school has 954 students with a student-to-teacher ratio of 1 to 14.
St Clare's Catholic High School
St Clare's Catholic High School is a secondary school in Hassall Grove, Blacktown NSW. The catholic school has 505 students with a student-to-teacher ratio of 1 to 13.
Chifley College Senior Campus is a secondary school in Mount Druitt, Blacktown NSW. The public school has 475 students with a student-to-teacher ratio of 1 to 10.
Wyndham College is a secondary school in Quakers Hill, Blacktown NSW. The public school has 708 students with a student-to-teacher ratio of 1 to 12.
Loyola Senior High School
Loyola Senior High School is a secondary school in Mount Druitt, Blacktown NSW. The catholic school has 522 students with a student-to-teacher ratio of 1 to 10.
Chifley College Mount Druitt Campus
Chifley College Mount Druitt Campus is a secondary school in Mount Druitt, Blacktown NSW. The public school has 463 students with a student-to-teacher ratio of 1 to 11.
Trades Norwest Anglican Senior College
Trades Norwest Anglican Senior College is a secondary school in Glenwood, Blacktown NSW. The private school has 75 students with a student-to-teacher ratio of 1 to 13.
Patrician Brothers' College Blacktown
Patrician Brothers' College Blacktown is a secondary school in Blacktown, Blacktown NSW. The catholic school has 1139 students with a student-to-teacher ratio of 1 to 14.
St John Paul II Catholic College
St John Paul II Catholic College is a secondary school in Quakers Hill, Blacktown NSW. The catholic school has 1001 students with a student-to-teacher ratio of 1 to 9.
St Luke's Catholic College (Secondary)
St Luke's Catholic College (Secondary) is a secondary school in Marsden Park, Blacktown NSW. The catholic school has 45 students with a student-to-teacher ratio of 1 to 9.

redpajama_set_name: RedPajamaCommonCrawl


text:
National Law University, Delhi (NLUD) is a National Law University in India, offering courses at the undergraduate and postgraduate levels. Situated in Sector-14, Dwarka, New Delhi, India, NLUD is one of the national law schools in India built on the five-year law degree model proposed and implemented by the Bar Council of India. The National Law University Act, 2007 provides for the Chief Justice of India to be the university's visitor, whereas the Chief Justice of the High Court of Delhi to function as the university's chancellor. whereas its vice-chancellor functions as the chief administrator.

History

National Law University, Delhi was established in 2008 by Act No. 1 of 2008 of NCT Delhi in the National Capital Territory of Delhi with the initiative of the High Court of Delhi under the leadership of Ranbir Singh, the founder-director and vice-chancellor of the Nalsar University of Law, Hyderabad), who became the university's vice-chancellor. It was inaugurated by then President of India, Pratibha Patil. The college started functioning in 2008 from temporary buildings. By 2010, the college had completed its construction and was fully functional.

Academics

Academic Programmes

Undergraduate
NLUD offers a five-year undergraduate, B.A., LL.B. (Hons.) program. One hundred and ten seats are offered and ten additional seats are allocated to foreign nationals /OCI/ PIO. The undergraduate program is based on a credits system with additional seminar courses for further learning, pursuant according to the interests of the students. The program consists of approximately fifty subjects to be studied over the duration of ten semesters, with five subjects in each semester. Students are expected to submit fifty research projects before their graduation. The curriculum remains intensive and has led to concerns being brought about stress levels amongst the students.

Postgraduate
NLUD also offers a one-year LL.M. program. The admission is through a written test which is conducted by the University followed by an interview. It additionally offers Postgraduate Diploma program in Urban Environmental Management, Judging and Court Management, and IPR and Patent Law along with Doctor of Philosophy (Ph.D).

Admissions
NLUD does not utilize the Common Law Admission Test like other National Law Universities do; admissions to the undergraduate (UG) B.A., LL.B. (Hons.) program are done through the All India Law Entrance Test (AILET), a test conducted every year by the university.

AILET(UG) Pattern

The AILET for B.A.LL.B (Hons.) programme has three (3) sections of 150 multiple choice questions for 150 marks in total. The duration of the examination is 90 minutes.
The three sections are:
Section A: English Language (50 questions; 50 marks).
Section B: Current Affairs & General Knowledge (30 questions; 30 marks).
Section C: Logical Reasoning (70 questions; 70 marks).
Legal principles may be used in the logical reasoning section to test logical aptitude but the examination will not require any kind of legal knowledge or technical understanding.
Negative marking: There will be Negative Marking in AILET 2022-23. The criteria for negative marking will be based on the formula 0.25*4=1 that means per wrong answer 0.25 Marks will be deducted. Therefore, four wrong answers will lead to deduction of 1 Mark.
If two or more candidates get the same marks at the All India Law Entrance Test (AILET), their merit will be determined on the basis of higher marks in the section on LOGICAL REASONING in the AILET 2022.
If the merit is still the same, then the candidate senior in age shall get preference. If still there is no change in merit, then computerized draw of lots shall be taken into consideration.

Rankings

The National Institutional Ranking Framework (NIRF) ranked it second among law colleges in 2022.

Justice T. P. S. Chawla Library

The library is named after T. P. S. Chawla, a former judge of the High Court of Delhi who contributed significantly to the development of the library by donating his personal collection of rare volumes to it. The library is fully automated, and book circulation is maintained through electronic Library-cum-Identity Cards with the help of a barcode system. The collection comprises over 41,000 documents, including monographs, commentaries, textbooks, reference books and loose leaf material on various subjects, such as Jurisprudence, Judicial Process, Constitutional law, Intellectual Property, Public International Law, Environmental Law, Alternative Dispute Resolution, Aviation Law, Human Rights, Criminal Law, Cyber Laws, International Business Transactions, and Maritime Law.

The library consists of three storeys.

Research

NLUD currently has thirteen research centres:

Centre for Banking and Financial Laws
Centre for Child Rights & Juvenile Justice
Centre for Communication Governance
Centre for Comparative Law
Centre for Corporate Law And Governance
Centre for Constitutional Law, Policy and Governance
Centre for Criminology and Victimology
Centre for Comparative Studies in Personal Laws
Project 39A
Centre for Environmental Law, Policy and Research (CELPR)
Centre for Innovation, Intellectual Property and Competition (CIIPC)
Centre for Social Inclusion And Minority Rights
Centre for Transparency and Accountability in Governance
Centre for Transnational Commercial Law
NLUD also possesses endowed chairs:
 K.L. Arora Chair in Criminal Law
 Justice B.R. Sawhny Chair in Professional Ethics

Student Life

Kairos
Kairos was the literary and cultural fest of the University. It included a variety of events, which are legal as well as cultural. Each night featured performances by popular stage artists and musicians, which have included The Raghu Dixit Project, Faridkot, Dualist Inquiry, Dhruv Visvanathan, The Urban Earlymen, and the Family Cheese.

Notable Alumni
 Dushyant Chautala, Deputy Chief Minister of Haryana

See also
 Legal education in India
 List of law schools in India

References

External links

Educational institutions established in 2008
Law schools in Delhi
National Law Universities
2008 establishments in Delhi

redpajama_set_name: RedPajamaWikipedia


text:
Page last updated at 22:58 GMT, Monday, 25 January 2010
Apple profits increase 50%, boosted by iPhone sales
The iPhone's roll-out in China and South Korea has increased sales
Apple has announced a 50% increase in profits after seeing a bumper Christmas period, in which sales of iPhones doubled from a year ago.
Net income rose to $3.38bn (£2.08bn) in the three months to 26 December, from the $2.26bn it made the previous year.
Apple said it sold 8.7 million iPhones in the quarter. Sales of Macs also rose 33%, although iPod sales fell by 8%.
But the results were boosted by a new accounting standard that records revenue at the point of sale.
Previously, revenue was deferred over the life of products.
On Wednesday, the firm will announce a new product, widely expected to be a touch-screen "tablet" computer.
The company has previously used January launches to unveil products including the iPhone and the MacBook Air.
Apple shares rose $5.33, or 2.7%, to close at $203.08 in New York before the results came out.
In extended trading the shares rose a further $1.28 to $204.36.
'Phenomenal sales'
Sales in the first quarter rose to $15.7bn from $11.9bn in the same period a year ago.
The new products we are planning to release this year are very strong, starting this week with a major new product that we're really excited about
Steve Jobs, Apple chief executive
Sales of the iPhone were boosted by its roll-out in China, the world's biggest mobile phone market.
Mac sales rose to 3.36 million during the quarter while sales of iPods fell to 21 million.
Analysts were impressed with the results.
"It was a very good quarter, as expected. It's a continued sign that Apple has great products that consumers want despite this recession," commented Daniel Ernst from Hudson Square Research.
"Mac sales were phenomenal as well... Macs continue to gain share and what's interesting is that it only has 3.6% share globally so there's a lot of headroom."
Apple forecast sales for the current quarter of between $11bn and $11.4bn.
"The new products we are planning to release this year are very strong, starting this week with a major new product that we're really excited about," said Apple chief executive Steve Jobs.
Earlier this month, Microsoft and HP unveiled a touchscreen slate computer, ahead of Apple's much rumoured device launch.
Microsoft shows off 'slate' PC
07 Jan 10 | Technology
Apple shares up on tablet rumour
30 Dec 09 | Business
Nokia expands claim against Apple
29 Dec 09 | Technology
Steve Jobs lights up Apple show
09 Sep 09 | Technology
FROM OTHER NEWS SITES
Economictimes Apple to unveil its tablet today - 53 mins ago
Mail & Guardian Online Excitement mounts as the new iProduct launch looms - 2 hrs ago
MarketWatch Anticipation for Apple's tablet is at a high point - 5 hrs ago
USA Today Apple tablet buzz mounts as Steve Jobs plans unveiling - 5 hrs ago
The Sun Is this Apple's new tablet? - 6 hrs ago
About these results
TOP BUSINESS STORIES
Strong demand boosts Intel profit
Rio resumes Australia investment
WATCHED/LISTENED
Indonesia's female 'devil wheel' riders


A really bright and colourful Alphabet Jigsaw Puzzle. An ideal way to introduce the alphabet to young children, this puzzle shows phonetically correct images representing the 26 letters of the alphabet, plus a section showing the complete alphabet in capital and lower case letters. Each of the 26 letters is beautifully illustrated with fun pictures children can easily identify and enjoy. Each letter image is surrounded by a different coloured keyline, which helps to make the puzzle easier to piece together. The alphabet section shows both upper and lower case letters, shown in a type style that children will recognize when they move onto reading and writing at school. The puzzle also includes an activity sheet, packed with ideas and suggestions on how to use the jigsaw puzzle and introduce the alphabet to your child. This puzzle is an ideal gift for pre-school children, and would be an excellent buy for a child-minder, playgroup or similar organization. Phonetically correct alphabet jigsaw puzzle. High quality 30 piece cardboard jigsaw puzzle.Suitable for ages 3 years and up. Made from strong premium grade cardboard, with linen finish print to minimise glare on puzzle image.


text:
« LOVE AND ONLY LOVE - NEIL YOUNG: A Song On The Week of Orlando and Jo Cox | Main | TOMORROW IN FIZROY 19.6.16 »
SURMISING ORLANDO & JO COX... with the help of a guitar pedal and amp...
It has been one of those weeks where the world has been revealed as hate filled and deadly. The week began with the horrendous shootings in a Gay Night Club in Orlando and ended with the brutal killing of MP Jo Cox.
At such times I look for songs. Songs that might untangle the knots in my soul. News of such hatred, and the bloody consequences that follow, leave me with a sickening feeling. The fact that those lives are cut short and there is no way to fix the consequences of the evil that came down upon them. Innocent lives cut off. The thought that parents, husbands, wives, girlfriends, boyfriends, children and friends are hurled into such grief. Even that some of my own friends from the LGBT community feel a little more vulnerable and fearful.
Over the past seven days I have played Neil Young's Love and Only Love. Young happened to play the song in Belfast just days before the Orlando massacre and I had discovered it as a song for the first time, 26 years after its release.
After Orlando its guttural guitar riffs dealt with the deep dissonance within me. I turned it up and let this sound of the Psalms and the Blues blended through rock guitar pedals and amps do its works.
With that sound helping empathise with my heavy emotions Young then lays lyrics on top of them that are tender, instructive and hopeful.
On the night of the Belfast concert I was picking up his references to the Bible and how this was somehow what the song built upon that: -
Long ago in the book of old,
Before the chapter
where dreams unfold
A battle raged
on the open page,
Love was a winner there
overcoming hate
Like a little girl
who couldn't wait.
He then takes us into the battle that rages in the Scriptures between love and hate.
Love and only love
will endure
Hate is everything
you think it is
will break it down
Love and only love,
Break it down, break it down.
There is hope here that something can do more than make sense of the world's badness. There is an antidote to the vehement hatred stirred up by xenophobia or homophobia or sectarianism or whatever else. Love will break it down.
That's at the heart of Jesus life. I was very much aware that last Sunday I preached about the vortex of division in Luke 7. Simon a Pharisee, the Religious police excluding people from God, finds a sinner woman gatecrashing his dinner party with Jesus. Love breaks down the hate in this confrontation.
Neil Young calls us to such a love and such a hope.
Tomorrow is a long long time
if you're a memory
Trying to find peace of mind
Spirit come back to me,
Give me strength and set me free
Let me hear the magic in my heart.
will break it down...
In a fascinating musical coincidence, or maybe not, Love and Only Love on the Ragged Glory record is followed by the tune When I Survey the Wondrous Cross before Young then uses it as a hymn to environment care. That's a powerful juxtaposition.
Another week when music has soothed my soul.


text:
Projects We Love
Public Art Review
Alberto Burri's monumental land art project in Sicily
Il Grande Cretto finally came to completion—in the artist's centennial year.
Placed over the ruins of Gibellina, a Sicilian town destroyed in a 1968 earthquake, Alberto Burri's Il Grande Cretto covers 86,000 square feet. Construction was launched in 1984 and completed in 2015. Photo by Davide Mauro / Creative Commons license / Wikimedia Commons.
The concrete blocks that make up the memorial are a little more than five feet high.
Many pieces of public art had already been installed in Gibellina Nuova and Burri was not interested in intervening in the new city; his attention was drawn to the ruins, dubbed Gibellina Vecchia ("old Gibellina"). Photo by Davide Palmisano/flickr/ CC.
In October 2015, the art world celebrated the centenary of influential Italian painter Alberto Burri with a major exhibition at the Guggenheim Museum in New York. In the same month Il Grande Cretto, Burri's land art project in Sicily, was finally completed after 30 years—and the monumental work is now inspiring artists worldwide.
It was conceived by Burri in 1984 as a memorial to the town of Gibellina, destroyed when a violent earthquake struck western Sicily on January 15, 1968. The quake killed more than 400 people and left hundreds injured and a thousand homeless, evoking expressions of sorrow and sympathy throughout Italy.
Placed directly over the ruins of Gibellina, the 86,000-square-foot Il Grande Cretto is composed of large semi-rectangular blocks of white concrete a little more than five feet high. The blocks are broken by deep fissures that create walkable paths roughly corresponding to the ancient town's pattern of streets.
The work's title, which means "The Large Cretto," establishes it as a huge, horizontal version of the cretti, or "fissures," paintings that Burri created in the 1970s by inducing fissures or cracks in large black or white monochromatic fields of paint. The land art piece is so gigantic and imposing that it's difficult to believe it came from the mind of an artist whose earlier works were scaled to the walls of galleries and museums.
The work was conceived when a new incarnation of the village, Gibellina Nuova, was planned a few kilometers away from the old site, and its art-loving mayor, Ludovico Corrao, engaged architects, urban planners, and artists of international renown in its construction. After a decade, Corrao realized that one name was missing from the roster of major artists working on Gibellina Nuova: Alberto Burri, celebrated worldwide since his retrospective at the Venice Biennale in 1960. So Corrao contacted Burri in 1984, and the artist agreed to take part—with a caveat.
Many pieces of public art had already been installed in Gibellina Nuova and Burri was not interested in intervening in the new city; his attention was drawn to the ruins, dubbed Gibellina Vecchia ("old Gibellina"). "His interest in Gibellina was stimulated by the tragic story of the town and the topography and site-specificity of the place," says Emily Braun, curator of the Burri retrospective at the Guggenheim.
He proposed a gigantic work of land art to completely cover the ruins left by the earthquake. With artistic sensitivity and foresight unusual in an Italian politician at the time—unusual in politicians anywhere and at any time—Corrao sensed that, although the somber work was bound to be provocative, it would eventually come to be seen as a masterpiece and an appropriate homage to the deceased.
From Prison Camp to Gallery
Born in 1915 in Città di Castello, a small town in the Umbria region of Italy, Burri took a degree in medicine in 1940 and was forced to serve in World War II, first as a frontline soldier and then as a physician. Captured by American soldiers in Tunisia in May 1943, he was sent to a prisoner-of-war camp in Hereford, Texas. Assigned to peel potatoes in the camp kitchen, he began drawing on the burlap sacks the potatoes came in. Soon he was painting, and an art career was born.
Burri came back to Italy in 1946, arriving in a ruined Naples before settling in Rome. "The dire poverty of the south—exacerbated by the war and occupation—was what he first saw upon his return as the boat carried him back to Naples for his repatriation," explains Emily Braun.
With Lucio Fontana and Piero Manzoni, Burri was a powerful force in Italian art in the 1960s, particularly influencing the painters who were later to start the arte povera movement: Alighiero Boetti, Mario Merz, and Giuseppe Penone, advocates of an art full of symbolic power in opposition to American pop and minimalism. Burri became known for his sacchi (bags or burlaps), cumbustioni (burnt plastic on canvas), and cretti—artworks mixing painting and sculpture.
Il Grande Cretto, A Unique Piece in the World of Land Art
The construction of Il Grande Cretto was launched in 1984, and it was three-quarters completed by 1989. But due to a lack of public funding, the project was halted for more than a quarter century, only to be completed 20 years after Burri's death, on its original plan.
"His contribution to land art is singular," says Emily Braun. "His Grande Cretto is a site-specific memorial based on an urban footprint. Moreover, the 'style' of the work, a cretto, relates to his own painterly vocabulary and process-interests as much as it does to the symbolism of an earthquake.… It strikes a balance between his personal vision as an artist and honesty to what happened there, drawing out the seismic power of the earth itself and the depths of the tragedy."
Imbued with a spirit of mourning and commemoration, the Cretto is very different from American land art of the mid-1960s and '70s and the work of British artists such as Richard Long and Andy Goldsworthy. It serves as "a memorial in and of the land, a record of the land or the earth, [which] was disastrous for human life," says Emily Braun. "It represents a moment seized in time, as well as serving as a larger metaphor of cycles of nature and of life and death."
The piece also places a capstone on the significance and influence of Burri, which reaches far beyond the Italian art world.
Celebrating and Interpreting a Masterpiece
To celebrate the piece's completion, last October, the Gibellina Nuova city councillor in charge of art, sport, and tourism, Giuseppe Zummo, invited Giancarlo Neri to create an audiovisual performance.
Neri, born in Naples and now based in Rome, is one of Italy's major installation artists and public art creators. Originally a painter, he later devoted himself to large public installations in the United States, Brazil, and Europe. He had already created light shows for Il Grande Cretto in the early 2010s; in 2015 he chose to collaborate with a friend, the Bristol-based artist Robert Del Naja, who is also a founding member of the British trip-hop band Massive Attack and has family connections to Naples. Together they created an installation/event entitled AudioGhost68.
Having placed portable radios within the Cretto to broadcast a soundtrack of audio from the year 1968, the artists invited Gibellina Nuova's citizens into Burri's labyrinthine masterpiece, giving each of them a flashlight. "One thousand white fireflies move and dance in the night in all directions inside the 'veins' of the Cretto, their moving light forming a great luminous mosaic in constant evolution," Neri wrote in a press release. "[In] the air, came the sounds and voices of a long-gone era, a year that changed the world for a long moment but that here, in Gibellina, like a true Apocalypse, marked the end of it."
"Alberto Burri's Grande Cretto, remembering but also hiding the tragic event under concrete, represents a return to life through art," Del Naja wrote.
More than 3,000 people attended the event, some of them coming for the first time to the site of the town where their family members used to live. For Emily Braun, this event "shows how alive the work continues to be."
Since then, Il Grande Cretto has continued to inspire. In the summer of 2016, an exhibition dedicated to arte povera at the Centre Pompidou in Paris highlighted a painting by Burri, Rosso è Nero, and ended with the screening of three films shot in Gibellina. Raphaël Zarka's film is very sober, taking a documentary approach to describing the site. Thierry De Mey filmed a dance performance in the Grande Cretto, and the third film, by Petra Noordkamp, was commissioned by the Guggenheim Museum to retell the whole story of the Sicilian city.
"The three films are presented in dialogue with the paintings and with the Grande Cretto itself," explains Frédéric Paul, curator of the exhibition. "Even those who feared Burri's megalomania have now recognized the impressive creativity of the Grande Cretto."
In Gibellina, Giuseppe Zummo continues to program choreography and art events in the Cretto. A film shot by Giancarlo Neri and Giuseppe Lanno during the performance of AudioGhost68 was screened in Naples at Artecinema, the International Festival of Films on Contemporary Art, in early October 2016. Thanks to contemporary artists and the participation of local people, Gibellina Vecchia has never been more alive.
Freelance journalist and writer Melissa Chemam has been covering news and culture for 13 years. Born in Paris, she has lived in Prague, Miami, London, and Nairobi. Her nonfiction book about Bristol was published in France in October 2016.
From Public Art Review #55, where this article originally appeared as "A Concrete Rebirth."


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Mahamadou Samassa (ur. 1 maja 1986 w Montfermeil) – francuski piłkarz pochodzenia malijskiego grający na pozycji skrzydłowego.

Kariera klubowa
Samassa urodził się w podparyskim Montfermeil w rodzinie o korzeniach malijskich. Karierę piłkarską rozpoczął w juniorach klubu Villemomble Sports, a następnie trenował także w Red Star 93. Następnie trafił do UC Le Mans. W drużynie młodzieżowej był jednym z czołowych zawodników obok Mathieu Coutadeura, Guillaume Loriota i Martina Douillarda i w 2004 roku sięgnął z nimi po triumf z Coupe Gambardella. W 2006 roku awansował od kadry pierwszej drużyny i 5 sierpnia zadebiutował w Ligue 1 w wygranym 1:0 domowym meczu z OGC Nice. Natomiast 19 sierpnia w 3. kolejce ligowej zaliczył swoje pierwsze trafienie, a Le Mans pokonało 3:2 Valenciennes FC. W sezonie 2006/2007 zdobył 3 gole i pełnił rolę rezerwowego dla Brazylijczyka Grafite i Gwinejczyka Ismaëla Bangoury. Z kolei w następnym sezonie strzelił tylko jednego gola i przegrywał rywalizację z Tulio de Melo, Anthonym Le Tallekiem i Gervinho.

Latem 2008 Samassa przeszedł za 600 tysięcy euro do Olympique Marsylia. Swój debiut w Olympique zaliczył 30 sierpnia w wygranym 2:1 meczu z FC Sochaux-Montbéliard, gdy w 71. minucie zmienił Mamadou Nianga.

31 sierpnia 2012 roku Samassa podpisał kontrakt z Chievo Werona.

Kariera reprezentacyjna
Pomimo że Samassa posiada korzenie malijskie, na poziomie juniorskim zdecydował się reprezentować Francję. W 2007 roku rozegrał 6 meczów i zdobył 3 gole dla reprezentacji U-21.

W 2009 roku zadebiutował w seniorskiej reprezentacji Mali.

Przypisy

Bibliografia

Reprezentanci Mali w piłce nożnej
Francuscy piłkarze
Piłkarze Le Mans FC
Piłkarze Olympique Marsylia
Piłkarze Valenciennes FC
Piłkarze AC ChievoVerona
Piłkarze Delfino Pescara 1936
Piłkarze Stade Brestois 29
Uczestnicy Pucharu Narodów Afryki 2010
Uczestnicy Pucharu Narodów Afryki 2013
Francuzi pochodzenia malijskiego
Ludzie urodzeni w Montfermeil
Urodzeni w 1980


Nordex has started series production of its Delta4000 range at its production facility in Rostock, Germany.
The first nacelles, hubs and drivetrains for its N149/4.0-4.5 turbines have passed through the "continuous flow production" process used at the plant.
Since it launched the 4MW platform in September 2017, Nordex has received orders for more than 700MW from its Delta4000 series, it added. A prototype was installed in August 2018.
The Delta4000 platform also includes the N133/4.8 model, designed for strong-wind sites.
Assembly of turbines from Delta4000 series will be handled in fully flexible sequence together with other turbine models at Nordex's Rostock facility, the manufacturer stated.
Nordex employs more than 400 people at the site in northern Germany.
The N149 turbine, designed for moderate and low-wind sites, was named Windpower Monthly's turbine of the year in 2018 for the 3MW-plus onshore category.


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The Shadow of Béalnabláth
Title The Shadow of Béalnabláth
Authors Connolly, Colm
Distributor Radio Telefís Éireann
Country Ireland
Publication Language English
Using rare film footage, photographs, interviews and re-enactments, this documentary traces the life and death of Irish political activist Michael Collins (1890-1922), who was killed at Béalnabláth in West Cork when his Free State Army convoy came under fire from the Irish Republican Army.
Television/Netflix/Amazon
Guerilla and Partisan Warfare & (Military) Resistance
Military & Men/Masculinity
War & Religion
War & State-formation
War, Politics/Citizenship & Men/Masculinity
Irish War of Independence and Civil War (1919-23)
-Western Europe
Britain/British Empire
https://en.wikipedia.org/wiki/Michael_Collins_(Irish_leader)


The Medicine Summer School provides school students with the opportunity to get a glimpse inside an emergency department and learn how to test and diagnose patients using real-life equipment that you would find in any hospital. Students will also consider some of the most contentious ethical issues surrounding Medicine such as euthanasia and the rights of children to decide on their own treatment.
School students will work with current medical students and take part in lots of different hands-on activities, learning how to use medical equipment such as stethoscopes and ECG (Electrocardiogram) machines. They will use the information gained from these tests to learn about diagnosing patients, developing your problem solving and logic skills. In small groups they will take part in debates on ethics, developing their communication, presentation and team working skills.
School students will also take part in a busy schedule of social activities with the current medical students, giving you the opportunity to find out what it is like studying and living at university.


1. To become leaner, tighter, and more muscular. I really want to tone up before my wedding this August.
2. To cause someone or some body part to become leaner, tighter, and more muscular. In this usage, a noun or pronoun can be used between "tone" and "up." Our program promises to tone you up in just six weeks. Cycling to work each morning has gone a long way toward toning up my legs.
to make someone or something stronger or more fit, muscularly. I suggested an exercise that would tone him up and make him feel better. The exercises toned up his tummy muscles. I need to get busy and tone myself up.
1. To make something firmer or stronger: Walking to work has toned up my legs. I toned my stomach up by doing sit-ups every day.
2. To become firmer or stronger: My body has really toned up since I started this exercise program.


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PITTSBURGH REFUGEE STORIES ORAL HISTORY INITIATIVE
Core Story
Central Themes
Oral history archive
Transparency Statement
Our goal is to partner with refugees to tell stories which are guided by their experiences at every step of the way. We never post without a narrator's consent or guidance. Narrators also retain full usage rights over their interviews and associated content.
Narrators inform all of our efforts at sharing these stories; in fact, this website serves as a way that we can all share these stories with friends and family far and wide--whether here in America or abroad.
Our narrator release form (English version 1.1) is available below. The release is also available in French. Interviews may be conducted in English, French, or a combination thereof.
Copyright and Licensing Statement:
All interview audio and transcription are under the terms of a Creative Commons Attribution-NonCommercial-ShareAlike 3.0 Unported License. This means that the narrators themselves retain the copyright, but that the public may freely copy, modify, and share these items for non-commercial purposes under the same terms, if they include the original source information.
Photo used under Creative Commons from jmd41280


Janice Horton - author of romantic adventure novels: A big change of plan….
A big change of plan….
Right now, I'm in Bucharest, Romania - yet in my last travel related post here on the blog we were back in Thailand - and I'd indicated that we planned to stay in Thailand for the foreseeable future. Well, it seems that I spoke too soon!
We returned to Koh Tao Thailand in the early part of February 2017 after dashing back to the UK on hearing that Trav's mum was gravely ill (you can read about our bittersweet month back in the UK by clicking HERE) but then soon accepted an invitation to help a friend in the initial setup of a new diving venture in Eastern Europe during the spring and summer of 2017. It seemed like a great opportunity and an exciting venture.
But before we could leave for Bucharest, we still had some time to settle down and to relax and to honour the diving commitments we still had on Koh Tao.
Plus, we were looking forward to our lovely friends Jenn and Gregg coming over from the UK for a two-week diving holiday mid-March. Also, at the end of March - which would have been our visa-run had we stayed in Thailand - we also had a trip to South Korea planned to visit our son James, his wife Sujeong, our two year old grandson Aaron and our Korean side of the family.
So, during the first week of February, exhausted from the highs and lows of the past month back in the UK and from all the travelling, we were more than happy to arrive back to Koh Tao and get back into a routine. We'd kept our rented villa on Ban's Diving resort on Koh Tao while we were away, and we soon settled back into the easy vibe of island life, enjoying the heat and the sunshine.
Ban's Dive Resort on Koh Tao is a large sprawling beachfront island resort. It is an oasis of swaying palm trees with beautiful gardens and many types of accommodations for all budgets – dorms, rooms, villas and suites – and it primarily and very successfully caters for scuba divers. I loved living on the resort and our villa was only a few minutes' walk from one of their four swimming pools that I used every day to swim and then to sunbathe. I enjoyed the restaurants and the beach bar too – to meet with Trav and friends for lunch and later for sun-downer cocktails at the Darawan restaurant in the hills or for fun and food and live music at Fishbowl Beach Bar.
In early march, we were notified by PADI that Trav had earned PADI Elite Status for his work in 2016. As an instructor, in 2016, he had trained and certified over 100 new divers. I am so very proud of him and all he has achieved with his diving.
Also in early March, we were invited out with friends to celebrate their birthdays. During this time it was also my birthday. Trav took me out for a delicious meal at a gorgeous restaurant up in the hills. We arrived at sunset to amazing views. The sunsets on Koh Tao are always breathtakingly beautiful. Afterwards, we were able to wine and dine under the moon and the stars. It was a wonderful birthday.
Mid March we helped with the resort's official annual beach games. That was a lot of fun. Life was good. The monsoon season was over. High season was just around the corner. The weather was hot and sunny and I appreciated it even more for having been away in the cold wintery UK.
Then our friends Jenn and Gregg arrived and we were so excited to see them again. We'd managed to meet up with them in Liverpool back in January but we'd first met three years ago in the Bahamas. They were staying at the wonderful Sandals Resort Nassau and we were staying at an AirBnB accommodation near Cable Beach. (You can read about our fabulous month spent in the Bahamas by clicking HERE).
On Koh Tao, Jenn and Gregg were looking forward to doing their PADI Open Water dive training at Ban's Resort and being taught by PADI Staff and Elite Instructor Trav. They both worked very hard during the classroom and pool training and then we all went out on the Ban's dive boat, where at some fabulous dive sites, Jenn and Gregg completed their course and became qualified open water scuba divers!
During their ten days on the island we had a lot of fun. We ate amazing Thai food from both street vendors and fabulous restaurants. We lazed around the pool and had plenty of time to take trips to explore and enjoy the island.
To finish off their holiday in style and for us to further enjoy our lovely friend's company, we all took an early boat off the island and a flight over to Malaysia to spend a couple of nights in the city of Kuala Lumpur, from where Jenn and Gregg would fly back to London and we would fly over to Seoul, South Korea.
We had a fun and fabulous time in KL. We all stayed at the Intercontinental but also explored other hotels in the city – like the Mandarin Oriental and Trader's - for the best views of the city and for the (expensive!) cocktails.
Trav and I now think of KL as our home from home, as we have stayed there so many times over the past couple of years. We use it as our hub to South East Asia in the same way we used Houston Texas as our gateway to the US and to Central America and the Caribbean. But Jenn and Gregg hadn't ever explored this fabulous city before, so they did more than us this time around, by visiting the Petronas Towers and walking along the famous Skybridge and enjoying all the other attractions.
We said our fond farewells to our lovely friends in KL, knowing they had enjoyed their well-earned holiday and that they had achieved so much by qualifying as open water divers. We are sure that we will share many more fun times with Jenn and Gregg in the future – no doubt somewhere in the world at a dive resort!
My next blog post will be all about our fabulous week in South Korea, where we stayed with our son James and our daughter-in-law Sujeong. We enjoyed lots of quality time with them and our grandson Aaron, and also with the rest of our lovely Korean family, whom we hadn't seen for just over a year – and I took lots of photos!
Our grandson Aaron is now two years old.
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