Business

7 elements to write a letter of intent

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What should my letter of intent include to buy a business?

One of the first stages in buying a business is writing a letter of intent. This should be a non-binding offer that generally describes the terms of your intention to purchase. You can describe various aspects of the proposed purchase, such as price, financing terms, and transition arrangements. The key to the letter of intent is to start the negotiations on the acquisition.

I. Indemnification: The key aspect of every letter of intent is that it must specify that the agreement is not an offer to purchase or a contract. It is imperative to qualify this aspect of the letter of intent because if you do not, the seller can be confused and think that it is more than a way to start negotiations. Indicate that the document is a gesture of good faith to initiate negotiations.

II. Identify the parties: Identify the appropriate parties, you or your business as the buyer and the appropriate concession or title for the seller.

III List proposed terms with price: include price, terms, including interest paid to seller. There are several terms that you should and can consider when submitting a letter of intent. Remember that there are several details that you cannot address in your first communications with the seller.

IV. Consideration: The “guarantee” or consideration in the purchase shows the seller that you are serious about buying the business. Some brokers will tell you that $ 1000 is customary, others will say that 1% of the purchase price is more appropriate. Remember that there is no hard and fast rule about how much money you need to deposit. In theory, the more money you deposit, the more serious it is. These funds MUST NOT be sent to the seller. They must be placed with a third-party escrow company. Typically, the listed broker will have access to one that is regulated by their local jurisdiction. It should also include that you can withdraw these funds at any time.

V. Restrict response time: Response time can be as little as one day or you can give the seller up to a week. I strongly suggest not spending more than a week on the response time. The salesperson must know that you are serious and that time is important.

SAW. Affirmation: If the seller agrees to your price and terms, give them a place where they can respond in the affirmative and instructions on how to contact you. ALWAYS leave a phone number. The reason for this is that you can open a clear line of communication directly between you and the seller. Most sellers will want to talk to you or meet with you directly.

VII. As a final note, remember that a letter of intent should not legally bind you to the business purchase. Always seek legal advice to make sure you have not crossed the line between a letter of intent and a good faith offer to buy the business.

Gaming

Super Mario 3D World

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Super Mario 3D WorldDeveloped and published by Nintendo for the WiiU console, it is the latest platformer in the long and storied Mario Brothers franchise. 3D world, the sixth 3D incarnation of the series (seventh if you count Super Mario 64 DS), generously borrows different mechanics from previous Mario titles and combines them into a game that not only feels immediately familiar and fresh in equal parts, but is arguably the best Mario game of recent times. It’s hands down the best Mario game available for WiiU right now.

That is not to say that the other WiiU Mario title available, New Super Mario Brothers U, it’s a bad game. The iconic plumbers have enjoyed a prominent role in the recent rebirth of 2D platforms thanks to games that carry the ‘New’ super mario brothers nickname, and NSMBU It is a great example of the excellence that has driven that revitalization. But it’s been a while since the Italian duo took part in a full 3D adventure on our TV screens – well, since 2010. Super mario galaxy 2 To be exact, and it’s exciting to see how Team Mario has taken what they’ve learned to fix the ‘New’ 2D adventures of the titular mustache hero, and how they’ve applied that knowledge to a beautiful, high-definition, three-dimensional. Mario world.

As the New Super Mario Brothers games, 3D world It feels new, but it also has an undeniable old-school feel to it. In fact, it’s probably more of a spiritual successor to Super mario 64 or the Super Nintendo The world of Super Mario which is a continuation of the latest 3D adventures on the Wii. However, Nintendo keeps things from feeling repeated by introducing new mechanics and power-ups for every old trope they mine. A POW block in a dark area will not only knock out nearby enemies, but also light up the surrounding area for a moment. The ever-present fire flower still allows you to throw fireballs, but you can now bounce them off corners at unsuspecting enemies before they can see you.

The new power-ups also keep things interesting. The new hood will transform you into Cat Suit Mario, giving you a scratch and a dive attack, as well as the power to scale a considerable distance up walls. Double cherries have a multi-man effect, adding another Mario to your side. Grab a few in a row and you can have a Pikmin-like a crowd of red-clad protagonists running across the screen.

Even level design has a strong dichotomy between old school and new school in Super Mario 3D World. While it is a 3D game, the levels make use of various 2D sensibilities, which gives a tight and focused feel to the game. The stages are more or less linear and there isn’t much exploration to do, which is good because the stages are timed. The clock starts ticking from the moment you walk in, until you jump to the flagpole at the end of the level (another old-school Mario trope). The levels are navigated through an Overworld map (another old-school Mario device), which players can also explore for additional coins and secrets. And while many of the surroundings and enemies will seem familiar, at the same time they never looked so good. Seeing some of these beautiful, brightly colored characters and settings in HD is a real treat.

3D world It has a simultaneous cooperative mode for up to 4 players, similar to New Super Mario Brothers series, which allows players to choose to play as Mario, Luigi, Princess Peach, or Toad. There’s a bit of old school mixed in here too, as each character plays a little differently, similar to the way they played in the Nintendo Entertainment System title. Super mario brothers 2. Mario is average everywhere. Luigi jumps a little higher and falls a little slower, but it takes a little longer to reach full running speed. Princess Peach can float for a couple of seconds while jumping, but she’s not as fast as the other players. Toad runs faster but can’t jump as high and falls faster too. While the multiplayer mode is strictly offline, depending on your online settings, your Overworld map can be filled with Mii ghosts with messages posted by other players, and you can even run stages alongside Mii ghosts representing other players. Keeping an eye on them can sometimes be the difference between finding a stamp (the game’s new collectible) or all the stars in a level and coming out empty-handed.

All in all, Super Mario 3D World It may not be a title that takes full advantage of the WiiU’s online capabilities, or a title that fully exploits the WiiU’s signature Gamepad controller, but it’s a fantastic game. It is at once familiar, cool, fun, simple, engaging, and challenging. It’s a game that any Mario fan will want to play, play, and share with friends. In short, despite some shortcomings, it is everything a Mario Brothers game should be.

Health Fitness

Should I Do Cardio Exercise Before or After Strength Training?

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One question that I get asked a lot and that I have seen countless times on internet message boards is whether a person should do cardio before or after resistance training. Before continuing, I want to make it clear that it is my position that everyone should engage in a cardio exercise of their choice for 5-10 minutes prior to any workout, be it cardio, resistance, or flexibility. This is vitally important for a number of reasons, as proper light intensity cardio will warm up the muscles, ligaments, joints and tendons that will be used more intensively in the next exercise routine. Warming up with cardio also slightly raises your core temperature, increases circulation, slightly raises your heart rate, and helps prepare your heart for an increased workload, helps increase lung function, and helps you focus mentally on the next routine. of exercises. The most important benefit of warming up with light intensity cardio is the substantial reduction in your risk of injury. If the body is not warmed up properly, you are much more likely to experience an injury to a muscle, joint, ligament, or tendon.

Now let’s get back to the question of whether you should do cardio before or after resistance training. There is no single best answer here and instead, you should evaluate your individual fitness goals. If your goal is to increase endurance, endurance, or overall cardiovascular health, I suggest doing your cardio training before weight and resistance training. By doing your cardio training first (after your 5-10 minute warm-up, of course), you can engage in a more intense cardio session, which could possibly include some intervals where you actually raise your lactic acid or VO2 threshold. Maximum level. You are much less likely to be able to achieve high intensity cardiovascular work after participating in a weight training session. So in summary, if your goal is to increase cardiovascular fitness levels, you should do cardiovascular workouts before resistance training.

On the other hand, if your goal is fat and weight loss, a current way of thinking in the fitness community is to do a cardio workout after resistance training, it increases the rate of fat metabolism (burning of fats like it is often called as). The theory is that by participating in intense resistance training, you will deplete the glycogen stores in your muscles during this workout. Once glycogen stores are depleted, the body begins to use body fat for fuel. Endurance athletes have known this for a long time, but typically for this to occur in resistance training, an athlete has to run continuously for approximately 90 minutes to completely deplete glycogen from the muscles. Therefore, I remain somewhat skeptical that many average exercisers exert themselves to the point of depleting glycogen during their resistance training, particularly workouts of less than an hour in duration. For more advanced trainers, I believe that it is possible and therefore may be an effective means of reducing body fat perhaps for these people.

I tend to see it like this, if you’re participating in cardio and resistance training on the same day in a row, one or the other will be of a lower intensity level naturally. Again, evaluate your personal fitness goals before deciding whether to do your cardio workouts before or after resistance training. If you are trying to build muscle, you want to have as much muscle strength as you can available for your resistance workouts, therefore doing cardio before weight training would be counterproductive to your muscle building goals. If you are looking to gain endurance or heart health, focus on cardiovascular workouts and do them first. Remember, whatever you end up doing first, it’s most important to warm up properly with a minimum of 5-10 minutes of cardio (even if it’s just a brisk walk on the treadmill) to prepare the body for the workouts ahead, to put the Head in the right space for productive training and, most importantly, to reduce the risk of injury. This debate will mean nothing if you get injured within 5 minutes of a workout and are out of the game for the next 8 weeks rehabbing an injury!

Legal Law

Why You Should Have a Corporate Lawyer on Staff

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Corporations and small businesses are places of expertise in their own industries. Business executives are highly specialized professionals whose main focus is the efficient and profitable management of their businesses. These professionals must be able to dedicate their time and energy to that purpose, not to worry about big and small legal issues for their companies. If you are managing a corporation or small business, you should seriously consider hiring an in-house attorney to help you navigate the legal issues. Below are some of the reasons why you should hire a dedicated attorney who is familiar with your business.

Contracts and other commercial agreements

Whatever your business, chances are good that you will routinely enter and execute contracts with a variety of parties. Typical corporate contracts include sales contracts, leases (real estate and otherwise), supply agreements, and association or corporate structure documents. The consequences can be serious if one of these agreements contains an unfavorable or unenforceable provision. While your business staff can be skilled negotiators, an attorney can review these documents to help protect your business from litigation or other negative effects of unenforceable contracts.

The HR Minefield

Employment law is a complex area of ​​law with radically different requirements for different types of companies and employees. A general attorney can help you and your human resources staff with common legal issues related to employee leave, benefits, and hiring practices.

Normative compliance

Depending on the nature of your business, it may be subject to various regulatory requirements at the local, state, and federal levels. Examples include securities regulation, environmental regulation, campaign finance / political regulation, and intellectual property filings. Since regulatory violations can result in substantial fines, it is important to keep abreast of these ever-changing rules. An attorney can help you identify the relevant requirements and complete any necessary government filings or reports.

Fiscal advice

Your tax liability and liability depends in part on the corporate structure of your company. While you should use a certified accountant for tax preparation, an attorney can assist you with planning and tax advice to help minimize your overall tax burden. An attorney can even help you structure your business up front in a way that reduces tax liability.

Litigation and crisis management

While the other examples have primarily dealt with “chronic” legal issues, having an attorney on staff can also help you with “serious” legal issues, such as civil or criminal litigation or government investigations. In addition to writing pleadings, an attorney can help you with settlement negotiations.

Since these legal matters can be time consuming, having an attorney on staff ensures that your business devotes proper attention to legal obligations while your business professionals remain focused on the business itself. You can hire an outside attorney from a firm who has experience in each of these areas, or you can hire an in-house attorney as an employee of the company itself. Whichever option you choose, you can be sure that a trained attorney will minimize your business liability and ultimately save your business money in the long run.

Lifestyle Fashion

Tri Peaks Solitaire Strategy Guide

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Tri Peaks Solitaire is a fun and popular solitaire game, combining elements of Golf Solitaire and Pyramid Solitaire. It has an interesting scoring system, which can lead to much higher scores when you are NOT playing all the moves you can.

There are 2 keys to getting a high score in Tri Peaks Solitaire:

  • Clean each peak.
  • Make long sequences.

You get a lot of points for clearing a peak. You get 15 points for clearing the first peak, 15 points for clearing the second peak, and then 30 points for clearing the last peak. That’s a total of 60 points, proving that all the spikes are definitely worth getting rid of, and unless you can form an incredibly long sequence, it’s always worth trying to clear the spikes.

The second key to getting it right in Tri Peaks Solitaire is putting together really long sequences, where you don’t deal a claw card.

The Tri Peaks scoring system will give you an additional point for each card you move in a sequence. So the first card you move gives you one point, the next card gives you two points, the next card gives you three points, and the next card gives you four points, etc. The sequence ends as soon as you drive from the claw, and the sequence begins at one point again.

This system is interesting because it often makes sense not to move the cards as soon as possible.

There are two ways to illustrate this.

What do you think would be the difference in score between a 12-length sequence versus two 6-length sequences? Most people know that the long sequence will outperform the shorter sequences, but not many people realized by how much!

The long sequence of 12 gives us a score of 1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 + 10 + 11 + 12, which is 78.

Surely the two sequences of 6 lengths will not be left behind. Well, we get 1 + 2 + 3 + 4 + 5 + 6 for the first sequence. And then we do 1 + 2 + 3 + 4 + 5 + 6 for the second sequence.

The total is only 42! Although the same number of cards were removed, the difference in scores is 36 points!

Another way to illustrate this is to see what would happen if we extended a long sequence.

What if instead of 12 cards in sequence, we could somehow remove 14 cards in sequence? Well, that would give us 13 + 14 extra points, which is 27 extra points.

Adding two extra cards in the 12-card sequence almost results in as many points as two 6-card sequences!

As you can see, it really pays to make a really long sequence. You need to make sure you have a sequence of at least 10 cards before you start to get a reasonable score.

Now when you start Tri Peaks Solitaire you will usually find that you can form a reasonably long sequence. But it is seldom more than 10 cards. Don’t use that sequence until you’ve studied the chart carefully!

Look at the cards on the bottom layer. Look for many cards of the same rank. See if you can watch long sequences. When you do, see which cards cover that sequence, and then work to eliminate them. DO NOT remove cards that could make the sequence longer, even if you can play them in shorter sequences before the hand. You have to aim for a sequence, as long as you can humanly do, to get really good scores in Tri Peaks Solitaire.

However, this must be balanced with the first key, which is to discover the peaks. You don’t want to wait too long for that perfect sequence, because it may mean you can’t discover the peaks.

Play a few games with the above in mind, and you’re sure to see your Tri Peaks scores go up in no time!