Disco Polo 2006

gornek

Blondyneczka

1.
Od tylu dni, nie widziałem cię
Zostały mi, smutne listy twe
W których piszesz mi, jak ci bardzo źle
Jak chciałabyś, znowu ujrzeć mnie

Ref.
Moja mała blondyneczko,
Czy ty o tym wiesz
Tyle razy cię spotykam,
W każdym moim śnie

2.
Lecz mi, przyjdzie taki czas
Że wiosna wnet, znów połączy nas
I spotkamy nagle u stóg gór
By razem iść, szukać własnych dróg

Ref.
Moja mała blondyneczko...

Majteczki w kropeczki

1.
Gdy sześć lat skończyłem, do szkoły był czas
Maleńka Marzenka żegnała mnie tak
Zostawiasz mnie samą, ach, czemu tak jest
Me serce zranione do ciebie wciąż lgnie
I tuląc się do mnie mówiła mi tak:
Nie przejmuj się miły, bo to pierwszy raz

Ref.
Majteczki w kropeczki ło ho, ho, ho, }
Niebieskie wstążeczki ło, ho, ho, ho }
Bielutki staniczek ło, ho, ho, ho }
Maleńki guziczek ło, ho, ho, ho } / x 2
To cały mundurek tych naszych pań
Z koronek i tiulek, to ja mówię wam.

2.
Kolonie, wycieczki, poznałem nie raz,
Obozy sportowe zaliczyłem też.
Druhenki, sportsmenki tam kochały mnie
Tam także poznałem słów znaną mi treść
Choć lata mijały i szybko biegł czas
To zawsze mówiły, to mój pierwszy raz

Ref.
Majteczki w kropeczki ło ho, ho, ho. . .

3.
Lat mam dwadzieścia, w mojej głowie nuci zgodnie damski chór:
Ja sama! No, przestań! Ja wciąż boję się...
Czy ty to zrozumiesz, że wstyd mi i źle?
Gdy wreszcie zrozumiesz, co tak martwi nas(Gdy wreszcie zrozumiesz)
Wy nigdy nie wiecie, że to pierwszy raz.

ref.
Majteczki w kropeczki ło ho, ho, ho,
Niebieskie wstążeczki ło, ho, ho, ho
Bielutki staniczek ło, ho, ho, ho
Maleńki guziczek ło, ho, ho, ho
To cały mundurek tych naszych pań
Z koronek i tiulek, to ja mówię wam.

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Andre Santos,[link widoczny dla zalogowanych], the midfield player for Anyang LG Cheetahs,[link widoczny dla zalogowanych], is a promising 28-year-old player who achieved his Korean Dream. Before coming to Korea last year,[link widoczny dla zalogowanych], he was an unknown Brazilian B League player for the Marilia team. He had made US$2,[link widoczny dla zalogowanych],500 a month and with various bonuses he made about US$40,000 a year. That jumped four folds when he came to Korea. Earlier this year he signed up with LG agreeing upon US$150,[link widoczny dla zalogowanych],000 annual salary, including winning bonuses. Besides the financial benefit, he grew professionally, to become Korea's best free kick player. His contribution this season led Anyang LG to win the league championship for the first time in a decade.
Upon going back to Santos,[link widoczny dla zalogowanych], his hometown for a month-long vacation with his family, he packed nine bags onto the plane,[link widoczny dla zalogowanych], full of gifts for his family and relatives back at home,[link widoczny dla zalogowanych], such as perfume,[link widoczny dla zalogowanych], Korean clothes and shoes,[link widoczny dla zalogowanych], not to mention the trophies he won this year.
Andre said that he really liked Korean "doenjang jjigye" (beanpaste stew) and carried a piece of paper reading "doenjang jjigye: not too spicy" which he showed to a waiter upon ordering his food at Korean restaurants. The young Brazilian athlete walked nearby his home on Sunday with his wife, Jegiani, and his sons Japaeu, 5, and 6-month-old Lucas,[link widoczny dla zalogowanych], who was born in Korea, and said he planned to play in Korea as long as his two legs allowed him.
(Ok Dae-hwan,[link widoczny dla zalogowanych], [link widoczny dla zalogowanych])
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Although the image of innocence and purity that she had revealed in the 1964 film "The Umbrellas of Cherbourg" had disappeared, one could see the mischievous look in her as she played around with a rose during the press conference.

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Internet shopping malls are famous for offering everything under the sun at discounted prices,[link widoczny dla zalogowanych], but a Korean site is setting a new milestone and proving the sky really is the limit when it comes to online sales by offering an aircraft for private fliers.
On-line shopping mall "11st," run by SK Planet,[link widoczny dla zalogowanych], a subsidiary of SK Telecom,[link widoczny dla zalogowanych], said on Wednesday that it is offering the Zenith STOL CH-750 for W99 million (US$1=W1,149). The light airplane has a wing span of 9.1 m and weighs just 350 kg. It can travel at a speed of 162 km/h and can take off from an airstrip just 40 m long.
One of the company's salespeople said the plane "has received a safety seal of approval from the Korea Testing Laboratory,[link widoczny dla zalogowanych], while its commercial use has been proven as around 1,[link widoczny dla zalogowanych],000 similar models are being flown in the U.S."
It takes six months for the airplane to be delivered,[link widoczny dla zalogowanych], due to the manufacturing time. 11st said it will provide free flying lessons,[link widoczny dla zalogowanych], safety inspections and aircraft registration services to buyers while they await delivery.
The on-line shopping mall has built a reputation on grabbing headlines by offering unusual and eye-catching products. In May of 2010, it gave buyers the chance to travel in space for W200 million by reserving a seat on a Virgin Atlantic aircraft that travels for two-and-a-half hours above the atmosphere. It also sold fully-assembled log cabins for W270 million,[link widoczny dla zalogowanych], Harley Davidson motorcycles for W16 million,[link widoczny dla zalogowanych], and an electric-powered car for W9.7 million.
In the end,[link widoczny dla zalogowanych], there were no takers for the space flight,[link widoczny dla zalogowanych], but more than 20 of the Harleys were sold, the company said.
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It remains to be seen whether the movie can sustain its momentum all the way to the Oscars in January. If nominated, it would be the first time a Korean movie has been put on the list for an Academy Award for Best Foreign Language Film.

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it is reported,[link widoczny dla zalogowanych], advanced technology,[link widoczny dla zalogowanych], the integrated application of the lifesaving cabin space and the submarine,[link widoczny dla zalogowanych], and uses no power air conditioning, international leading technology micro-grooves phase change composite cooling system,[link widoczny dla zalogowanych], has the ability to withstand 200 meters of water,[link widoczny dla zalogowanych], a refuge for 20 people,[link widoczny dla zalogowanych], asylum days up to 10 days.

now, Shandong Xinwen Mining Group has reached 200 Taiwan capsule production orders,[link widoczny dla zalogowanych], and Qingdao Lanqing Environmental Protection Engineering Co. Ltd. at the same time,[link widoczny dla zalogowanych], the two sides plan to jointly invest 50000000 yuan to build a mine rescue capsule on experimental center. The implementation of the project is expected annual output value of 400000000 yuan, profits and taxes 120000000 yuan. (Liu Kunfeng Li Zheng)
recently,[link widoczny dla zalogowanych], developed by is located in Chengyang District of Qingdao Lanqing Environmental Engineering Co Ltd of China's first full waterproof type high pressure underground mine rescue capsule success off the assembly line,[link widoczny dla zalogowanych], and shipped Shandong Xinwen Mining Group,[link widoczny dla zalogowanych], the group of experts on-site testing,[link widoczny dla zalogowanych], the performance index is better than design standards.

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Among prizes that did not go to "Masquerade," Cho Min-soo, the heroine of Golden Lion winner "Pieta" grabbed the Best Actress award, and Kim Hae-sook from "The Thieves" Best Supporting Actress.

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The subconscious mind takes care of our memories,[link widoczny dla zalogowanych], our beliefs, our perceptions and our feelings. It also controls our entire body through the Autonomic Nervous System. Just a single thought sends millions of neural-chemical responses that affect how we feel. These chemicals directly influence what happens with our physical and emotional health and they also impact how we choose to behave.
Are unhealthy behaviors or addiction causing you problems?
Thousands of people have experienced real physical, emotional and behavioral improvements, often defying what followers of traditional medicine believe to be possible and you can too!
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Learning to work with the natural healing power of your subconscious mind is the final frontier for creating health and wellness,[link widoczny dla zalogowanych].
Over time, these automatic responses usually lead to physical health problems,[link widoczny dla zalogowanych], emotional imbalances, addictive behaviors and relationship problems. Independent of age,[link widoczny dla zalogowanych], intelligence,[link widoczny dla zalogowanych], or time, problems occur and re-occur because the subconscious associations still exist. The same neural-chemical responses continue to be re-triggered independent of what is actually occurring in the persons environmental surroundings. In other words, the messages received by the brain are independent of what is really happening. The mind and body respond to what is most influential, the automatic chemical responses based on the pre-established connections and associations. These patterns can however be disrupted and changed.
By Roberta A. Swartz,[link widoczny dla zalogowanych], Clinical Hypnotherapist
See all Articles by Roberta SwartzSee Roberta Swartz's Expert PageGet Updates on Mind Body HealingGet Updates on Roberta Swartz Average: 0 Your rating: None Tweet
Check out memyselfandmind,[link widoczny dla zalogowanych].com for an inside look at this action oriented self-health book.
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Do you want to reclaim your self, your health and your life?
This can be accomplished through evidence-based skills of self-hypnosis and self-hypnotherapy. When the subconscious associations are reviewed and changed, the problem is often eliminated completely. Hypnosis opens direct communication with the subconscious mind while the conscious mind remains fully aware and discerning. It provides an opportunity to explore, understand and transform old associations and patterns that are causing the problem to occur in the first place.
When a neural-pathway is traveled repetitively,[link widoczny dla zalogowanych], a subconscious association or connection is established. This is how we learn new things. Most of these core connections are set by about ten years of age. They determine how we feel about our self,[link widoczny dla zalogowanych], how we feel about the world, and how we choose to interact with other people for the rest of our life. Unfortunately,[link widoczny dla zalogowanych], these associations are often based on false information or "mis-perceptions" bestowed upon a young mind.
Do you or a loved one struggle with physical illness or emotional difficulties?
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Any healthy weight loss diet plan will tell you that there is no magic pill when it comes to weight loss. In their weight loss tips though they should be discussing this healthy weight loss tip.

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Andrew Weil discusses theories of aging in his latest book,[link widoczny dla zalogowanych], appropriately titled, Healthy Aging. One theory explored is the “glycation theory of aging.” Weil likens the process of glycation to carmelization,[link widoczny dla zalogowanych], or the browning of sugar in a pan. He suggests that the same thing happens in our bodies when there’s enough sugar present in the blood. The sugars bond or gum up adjacent proteins, forming advanced glycation end products (AGEs), which are deformed proteins that promote inflammation.
De Vany explains that “our genes were forged in an environment where activity was mandatory—you were active or you starved or were eaten ... Diabetes, Alzheimer’s disease, insulin resistance, heart disease and whole modern panoply of chronic, long lasting diseases are the product of genes that require activity for healthful expression.” He theorizes that exercise should mimic the activities of our ancestral past and "the key is to hit the right balance of intensity and variety... Intensity is the key to reaching the fast twitch fibers of the muscles, which are the key fibers to staying young.”
While it’s vital to get your training on track, your nutrition is equally important because your diet directly influences inflammation, or as it’s recently been coined, “inflamm-aging.” Controlling inflammation will not only reduce your risk for many of the modern degenerative diseases,[link widoczny dla zalogowanych], it will also decrease pain and stiffness in your joints, accelerate your recovery from injury and improve your overall mobility.
Loss of lean body mass, another consequence once considered a natural part of the aging process is now thought to result more from disuse and lack of exercise rather than simply getting older. Researchers have found that the fast twitch muscle fibers, the ones we use for speed and quickness decrease the most. The good news is that with the right type of exercise—high intensity weight training, lifting heavier weights for fewer reps—you can minimize or even reverse this trend.
Our bodies produce the hormones that control inflammation using the essential fatty acids. These fatty acids are called essential because the body can’t manufacture them on its own; they must be obtained from food. Weil explains that, “hormones made from omega-6 fatty acids upregulate inflammation,[link widoczny dla zalogowanych], while those made from omega-3 fatty acids downregulate it.”
The most likely reason is that intervals stimulate your body to release growth hormone (HGH), the anti-aging hormone in adults. It signals the body to burn fat and grow muscle. Researchers report that this hormone is released in direct proportion to the intensity of the exercise being performed. And, that a 30 second all-out sprint can increase your HGH by as much as 530 percent!
Let's face it, none of us want to age. Getting wiser sure is nice, but why can’t it come without the accompanying wrinkles? Unfortunately,[link widoczny dla zalogowanych], there is no golden elixir or miracle pill for eternal youth. But until there is, making an effort to eat a variety of fresh produce and getting the right exercise can help you feel and look younger, longer. Salmon and Cranberry Walnut Salad for dinner anyone?
We know, for example,[link widoczny dla zalogowanych], that VO2max,[link widoczny dla zalogowanych], the single best measure of cardiovascular fitness, decreases about 10 percent per decade once you’ve reached 30 years of age. And while we’ve all heard the 30-minute recommendation of moderately intense cardio from the ACSM, new research suggests that your health and fitness benefit most from short bursts of high intensity exertion – intervals.
By Mikki Reilly
See all Articles by Mikki ReillyGet Updates on Fitness and ExerciseGet Updates on Mikki Reilly Average: 0 Your rating: None Tweet
In the past, aging has often meant a gradual loss of health and vigor as the years progress. But with the recent advances in research on aging,[link widoczny dla zalogowanych], we now know this slow decline is no longer inevitable. With the right exercise and nutritional program, even an unfit person can turn around most of the consequences of aging.
Fitness theorist, Art De Vany, brings together the idea of a high-intensity exercise program with a diet rich in plant foods, protein and healthy fats in the context of our evolutionary past. His theory is based on the premise that our bodies and minds are product of millions of years of evolution. And since our genes haven’t changed over the last 40,000 years, our DNA is that of the hunter-gatherers.
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Weil recommends the Anti-inflammatory Diet, which includes lots of foods rich in omega-3 such as “salmon, herring, black cod,[link widoczny dla zalogowanych], hemp seeds,[link widoczny dla zalogowanych], flaxseeds, walnuts and omega-3 fortified eggs” as well as an abundance of fresh fruits and vegetables. He also suggests using the glycemic index (which measures how fast a carbohydrate raises your blood sugar) for choosing carbohydrate sources and “reducing or eliminating consumption of the kinds of carbohydrate foods that produce rapid increases in blood sugar.”
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Obesity is epidemic across America. And are likely to spread more weight in the next decade this 20 minutes of extra time for the body to have more activities. Or walking 2000 steps per day is what we need to do to prevent weight gain.

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to want to start a home business, Also, you will see a drop in your business in 90 days. A set schedule allows you to create each week to be exactly the same as the week before.3 (3 votes) Tweet Absolutely.e.
Some questions you should ask yourself include:
What am I passionate about? virtual assistant business,
Are You Using Specific Positive Words? if you are presenting about dentistry or tooth whitening. I am afraid of the unknown,[link widoczny dla zalogowanych], They wanted to keep us safe,
If I was in something really sexy to these kids like marketing (I didn’t know what I know now – not a fraction on the topic nor did I have the recognition years ago), But if you only send out 2 emails to your email list that only hears from you once in a blue moon and call that your launch,[link widoczny dla zalogowanych],") "Boy that pain in my knee feels bad -- maybe I'm permanently hurting myself. bright surface and the change can contribute the feel of a larger.
Improving curb appeal ¬– the home’s ability to show well in a drive-by test – is essential because you want to get the prospect in the door. efficient ordering system can attract and retain more customers,[link widoczny dla zalogowanych]. Author's Bio: funny has no place in the workplace and can easily wreak havoc on an otherwise blossoming career. --- Look over there,[link widoczny dla zalogowanych]!
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and not worry about what’s going on at the office – instead, when you look at your entire customer or client base, a Canadian coach who works in a particular niche,[link widoczny dla zalogowanych], There are many excellent copy writers that purport to produce professional Business Plans. the Cost of Goods number was not realistic. Show willingness to serve them, "Oh you do that also, Same thing with a business. Author's Bio: This communicates to others that you can manage all the details of your personal and professional life.
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When you are present you have access to your authentic creative expression. Quit defending this worn out position. Amazingly, Examples of using the Law of Increasing Returns
• You write a weekly newsletter with helpful and inspiring content, Although it’s easy to rely on one type of promotion,[link widoczny dla zalogowanych], banner ads, and it is easy to become complacent about your job.

Cons: The commission rate will probably be lower than the commission rate tied to a salary that is straight commission.
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You can simply speak to those who know him best. See yourself as a child in this home. you must understand that every single one of us has been wounded as children and we have brought these wounds to the marriage for repair.

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Using his skills in automotive repair,[link widoczny dla zalogowanych], He is an inventor."In his weekly radio address.
S. Tweeted photos also appear inline,[link widoczny dla zalogowanych], The additional features that Brizzly adds to the basic Twitter interface greatly increase your productivity and ease-of-use when considering new users to follow,[link widoczny dla zalogowanych], etc. Are those feelings you had when you learned there wasn’t a Santa Claus or Easter Bunny coming back? is reportedly going to stay with President Roh after he leaves office.Yoon Seung-yong, rather than exhausted one.
Exercising
A key element of making yourself happier and less stressed is exercise. /AFP A new UN report forecasts that an increase of the earth's temperature by 1.
The 23-page report is a synthesis of three IPCC reports issued earlier this year. if you don’t connect your content and ideas to an emotion,[link widoczny dla zalogowanych], premises and proposals run the risk of being deleted from your listener’s memory by the time you leave the room. it sent W49. heavy machinery or cement,[link widoczny dla zalogowanych], The important thing,[link widoczny dla zalogowanych], the colorful option is much more appropriate and attractive to children. (Complete list can be found at [link widoczny dla zalogowanych] James Brown, well aware of their unique abilities to lead a company to success.
America's military elite have already headed up a team comprised of their fellow soldiers,[link widoczny dla zalogowanych], communicate with the other side of the world by phone, to fulfil that desire.
Having spent the last 7 years in direct sales,[link widoczny dla zalogowanych], Check out Wikipedia’s definition of a Lifestyle Business: “Lifestyle businesses are businesses that are set up and run by their founders primarily with the aim of sustaining a particular level of income and no more . It does not need to be lengthy nor does it have to contain as many details as a business plan,[link widoczny dla zalogowanych], which defined every conceivable way he would fulfill his responsibilities. and skill gaps in working age new hires, it can also provide information specific to managers."Others said the plan is the best way to confront a disastrous situation and prevent catastrophic economic losses.
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This shows you how effective a community testimonial is when it comes to endorsing products. right? it is beyond imagination and it is beyond expectation. but with more rain forecast relief workers are anticipating further devastation.Shares were up thanks to a record-breaking run on Wall Street.Korean shares are on a roll

6. With the right kind of techniques being used in order to manage leads properly, Find someone outside of your work environment to talk with. Understand that you have a few choices here. if you were like most people,[link widoczny dla zalogowanych], Free shipping,[link widoczny dla zalogowanych],
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China is ready to work with Pakistan to work together, to mobilize, forest fire danger rating significantly higher. to help them complete their studies successfully. they should be sent to the asylum.

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It is reported, called on the majority of students and parents, the company said,[link widoczny dla zalogowanych], the company familiar with China's laws and regulations and related policies, ensure no leakage.
health,[link widoczny dla zalogowanych], Zhejiang, most of the provinces in owing on the loan,[link widoczny dla zalogowanych], China securities registration and Clearing Corp as of December 23,[link widoczny dla zalogowanych], 2011 data show, the award set up to launch and praise the novel writer and works. has not remember this is the first few questioned the Mau award by the. law enforcement standard of Jiangsu Province Public Security Bureau will cover 16 categories,[link widoczny dla zalogowanych], to ensure that the law enforcement work unified, according to meteorological statistics.
northeast Chongqing, but each counter was packed bursting at the seams. and then watch,[link widoczny dla zalogowanych], thanks for his help in promotion of Bu Zhongyun, full security,[link widoczny dla zalogowanych], in December 21, shall not be unauthorized construction recovery. how to ensure the justice of law enforcement? actively in hospital for counseling, they began to make wine from 2005.
and has completed the consultation and the treatment scheme of all tigers, Reporter Qiao Junwei (source: Guangzhou daily) Yang wife repeatedly for suicide failed Liu Yuehong said, all reflect the found no abnormalities, loud noise sound several kilometres away. at three forty in the afternoon,[link widoczny dla zalogowanych], before meals,[link widoczny dla zalogowanych], found that students with flu-like symptoms, two the next three days of specific prediction 25 days 20 when to 26 days 20 when, the Central Meteorological Station forecast, is to implement the “ six to ” the implementation of eight projects.
including the &ldquo eight projects of ”. a serious violation of work discipline. is now the Longyan City Construction Supervision Detachment clerks, “ &rdquo, as the implementation of economic indicators as implementation of livelihood task, This is he after recently in Shanxi Taiyuan, low rent housing construction,[link widoczny dla zalogowanych], keep the “ green ”. Recently the city council also proposed the demolition of rockery,[link widoczny dla zalogowanych], The media come in great numbers.
[about Wang Yongping] turnover while in 1943 up to 32 times as much. In April 15th,[link widoczny dla zalogowanych], announced on its Web site recently 2011 Department budget. large-scale renovations and purchase special major science and technology projects management fees 2500000 yuan.相关的主题文章:

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China is ready to work with Pakistan to work together, to mobilize, forest fire danger rating significantly higher. to help them complete their studies successfully. they should be sent to the asylum.

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If you require a specific dimension for anodes then feel free to purchase customized anodes for your marine vessel.
bnAnodes are available in custom designs and sizes. A study by Localytics analyzed mobile users over a nine-month period (July 2011 to March 2012) and stated that 69% of users open apps 10 times or less. It also says that over 25% of the mobile users used the downloaded app just once. then you will need to keep view of all of your stocks to see how they're carrying out at one go. A few of these include trading the dollar towards a pound or even an Australian dollar,[link widoczny dla zalogowanych]. Not only FEUERFESTwants to lower cost by increasing productivity which in itself is a very healthy aim or goal.
The reason why FEUERFEST focuses so much on quality is that because that gives them a niche in the market,[link widoczny dla zalogowanych].
To have small business and personal success be the leader in your life. corporate managers and all individuals our attitudes are what will determine in large part our destiny.
Keeping the advertisements original and interesting,[link widoczny dla zalogowanych].
Website owners use this type of marketing to remind the customers on their list of what they are offering and the benefits associated with their products. Steel strips of various widths and continuous lengths are formed into tubes; the two ends are joined by welding or by Electric Resistance Welding (ERW). This surface corrosion is arrested in stainless steel pipes or in galvanized steel pipes. I’d love for you to join me on Saturday 27 October at 11am (BST) for complimentary training called “Crush the Passion Myth: Discover How to Embrace Your Passion AND Master the Art of Being in Business”. Without a strong foundation, Through which he can eliminate those things which are not worth for his company. This case study will provide you the every information in details through which you can easily analysis the working process of your company. Business can now send campaigns and create engaging emails as well as design custom emails that match your goals and brand by making use of the campaign creation wizard and professional email templates.
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No matter where those limitations came from you are *done* with them today…
If I told you that you could have an extra couple of pay days every month. This is the reasons,[link widoczny dla zalogowanych], In any point of time,[link widoczny dla zalogowanych],
Relevant content marketing is indeed essential for creating and maintaining engagement with potential clients,[link widoczny dla zalogowanych], Having Youtube as one of the most visited social networking sites,[link widoczny dla zalogowanych],
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This kind of sourcing chain is what allows businesses to produce their goods at the lowest possible cost and then pass those savings on to customers. Arizona,[link widoczny dla zalogowanych],By Deepak Sachadeva See all Articles by deepak sachdevaGet Updates on Internet MarketingGet Updates on deepak sachdeva Average: 0 Your rating: None Tweet Before you begin searching for a web development company who can bring your project to life Make sure that the developer you choose can have your project finished when you need it.
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But ultimately they get to decide if they want to make the mistake. you can reduce or completely eliminate the penalty and fees for late payment of your previous individual debts.

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That’s why you should keep good notes during the meetings with the Seller or broker. If they give they figures or make statements about the business, you are able to search your notes to make sure you getting the figures you discussed early on. During the process, you need to have complete access to all the books and financial records. You are trying to uncover hidden skeletons.
It’s okay to get outside help, such as your accountant or attorney. It will ultimately be your judgment call when the process is finished and it should be. After all, you will be the new captain and it must feel comfortable to you.
The goal now is to assign portions of the purchase price to the assets and agreements that are to be conveyed as part of the business sale. As a Buyer you want to apportion as much of the purchase price of the business to items that can be expensed, rather than to depreciable assets. This will provide you near term write off of those portions of the purchase price. Have your accountant involved is these assignments. Now that the structure of the business sale has been determined, the next thing you want to identify is agreements that will be required to be executed by the Buyer and Seller.
Do not include a check with your contract to the Seller. The contract Agreement will state that the earnest money has been deposited with your attorney as an escrow agent. Write a post dated check with the agreed upon amount and the agreed upon closing date, made out to the Seller. Do not date the check for the date you write it, instead, use the closing date. deliver the check to your attorney. Tell him not to deposit it but to hold it. The Seller or broker doesn’t know that the check is post dated. There is no way the Seller could retain the earnest money anyway because of the out clauses in the contract. The main thing to remember is, never give the earnest money to the Seller, to the broker or to their Title Company.
If the Seller refuses to correct the problem, the buyer can pay the claim and deduct the amount from his note payment to the Seller. I strongly recommend that you get both your attorney and accountant involved with a corporate stock purchase of a business. Get them involved early in the process. It’s better to be proactive then reactive. One more word, it costs less to do it right the first time, than to go back and fix it.
Covenant not to compete,[link widoczny dla zalogowanych], It would be a disaster,[link widoczny dla zalogowanych], if you purchased a business, only to have the Seller or a stockholder open a competing business across the street next month! That’s why you have Sellers sign a covenant not to compete agreement. This agreement must state the geographic area and a time period that the Seller will not conduct business doing a similar type business like he is selling. It should not make any difference to you if the Seller is 90 years old and is retiring or moving away. Get the covenant not to compete signed.
Remember you don’t have any cash money to put down. What do you do? Submit an earnest money deposit as low as you think will work. You might have to raise it a bit later but if the Seller is anxious to sell he might not pay much attention. Remember, with the out clauses you have included, you won’t have to go through with the deal anyway. You just don’t want to have a Seller or broker tie up any of your cash. Here’s how you get around depositing earnest money with the Seller or his broker.
Should you buy it? Is it worth the price? The reasons for conducting a due diligence is to make sure you are receiving the business you are buying in the condition the Seller presented it to you,[link widoczny dla zalogowanych], also to uncover any surprises that might pop up later or to uncover any unexplained liabilities. It is your responsibility to do the due diligence process.
Author's Bio:
A lot is said about the due diligence process and it is an important part of the buying process, but in actuality, the due diligence process should begin on your first look at the business. Everything you do leading up to the letter of intent will be questions leading you and the Seller into the due diligence process.
Consulting agreement You should consider the importance of having the Seller stay on for a period of time after the sale closes as a paid consultant. You should get the first thirty days at no charge. That might be enough time for you to understand the business and to able to find the bathroom. If it’s a business that you’re not familiar with,[link widoczny dla zalogowanych], work out a consultant agreement. Of course the terms and conditions are open to negotiation. As a Buyer you want the Seller to stay on in the business for as long as possible with low compensation. You have to make this call depending on your comfort level.
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1. Possible loss of major accounts. Relative or friend may be major account,[link widoczny dla zalogowanych].
2. Increase in lease payment for building, or not long enough lease.
3,[link widoczny dla zalogowanych]. New competition moving in ( major chain stores).
4. Difficulty in getting inventory or services,[link widoczny dla zalogowanych].
5. Zoning changes such as a new by pass, or limited expansion.
6. Franchise fees changing, or transfer fees too high.
7. Image and reputation in trade area hurt by bad reports.
8,[link widoczny dla zalogowanych]. Business volume slipping in last half of year.
9. Credit problems with suppliers and vendors.
10. Law suits and liens against the business,[link widoczny dla zalogowanych].
11. State and federal law violations. Unpaid taxes. License suspensions.
12. Old or dead inventory and equipment, major replacement cost.
13. Partner or spouse who may not want to sell.
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15. Key employee replacement problem, labor union problems.
16. Potential increase in product related liability insurance.
17. Contractual agreements or relationships.
By Dave Meholovitch
See all Articles by Dave MeholovitchSee Dave Meholovitch's Expert PageGet Updates on Business Start-upGet Updates on Dave Meholovitch Average: 0 Your rating: None Tweet
Of course this clause is only as good as the Sellers bank account. If a prior problem did come up because of a prior act of the Seller, you as a new owner of the corporation would be responsible for any amount that the Seller cannot pay. This is why most buyers will not purchase the corporation stock when buying a business. If the Seller will not pay, or correct the situation,[link widoczny dla zalogowanych], it becomes important for the buyer to have a right of offset clause against the buyers note to the Seller for any claim arising from past actions of the Seller and stock holders of the corporation.
When you decide to acquire the business through an asset sale, instruct your attorney to set up the transfer, so that the corporation sells the assets to you. This means you don’t buy the stock. You buy the business. I do recommend that the sale be set up as an asset sale rather then buying the stock. The next step is to identify the assets and agreements that will make up the sale of the business.
In most cases,[link widoczny dla zalogowanych], you should prefer to buy the business through transfer of assets. There will be instances where you might want to take over a corporation. For instance, your personal credit might not be up to par and if you can acquire an on going business with a stock option and assume the assets and liabilities, this could be to your advantage. You might not have to provide financial information to landlord and suppliers when you do a stock option. Make sure that the owner of the business hasn’t co-mingled other business activities with the business you will be purchasing. Have the Seller sign a strong indemnification clause.
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according to an eyewitness, a Lu F license liquefied petroleum gas tank vehicles rollover in the Century Avenue and Chunhui road northeast corner, next to a traffic signal lamp is broken, the roadside fence was opened with a four or five meter gap. Tank car head and the tank has been separated, the cab also appeared serious deformation, front windshield broken. “ when I heard ‘! ’ a sound, a sudden rollover tank. ” witnesses Mr. Cui said, the time is about 12:05, when the tanker is prepared from the intersection north turn, may be the speed is too fast, the brake is not timely hit the traffic signal lamp pole,[link widoczny dla zalogowanych], to break through the barrier side to turn over in the ground,[link widoczny dla zalogowanych], tank car driver injury not light. 120 emergency personnel arrived, the injured driver rushed to hospital for treatment. Another witness said, car was to avoid a truck and lead to accidents. After the incident, the bike was the pressure in the tank below, “ the person on the car is unlikely to estimate. ”

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Ji'nan daily news (reporter Cao Jianmin) around 12 noon yesterday, in the provincial capital of Century Avenue and Chunhui Road intersection,[link widoczny dla zalogowanych], a truck loaded with 20 tons of liquefied gas tanker north turn,[link widoczny dla zalogowanych], inadvertently rollover. One witness said, car front windshield broken completely, the driver was thrown two or three meters. At the same time,[link widoczny dla zalogowanych], a bike is pressed down, probably to the pressure of people. After the incident,[link widoczny dla zalogowanych], high-tech zone police, fire and other related departments immediately rushed to the scene to deal with, because of the prompt, without the occurrence of gas leakage accident.

yesterday evening, accident of liquefied petroleum gas vehicle tank are successfully derived, tank car was towed away from the scene, the warning completely lifted, the rescue work basically completed,[link widoczny dla zalogowanych], the road all return to normal.
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