This is what an old bookshop knows and can teach us

This is what an old bookshop knows and can teach usThis is what an old bookshop knows and can teach usOne of the blessings of travel is the chance to discover new things. Such welches the case recently when my wife and I visited New Orleans for a few days.Basically an island between the Mississippi River and Lake Pontchartrain, New Orleans attracts over 11 million visitors each year.Travelers come for the jazz, Creole cuisine, culture, restaurants, booze, entertainment, gospel music, jazz funerals, Cafe Du Mond beignets, Mardi Gras, and more.Old bookshops in New Orleans, however, are probably not the top attractions.Illustrations and photographs by John P. WeissThe day we arrived, my wife was under the weather and opted to rest in ur hotel room. I ventured out and found a wonderful coffee shop, where I enjoyed a latte and sketched in my Moleskine notebook.A warm glow of lightWalking back to the Bourbon Orleans hotel, I strolled past Orleans street and noticed a set of large, locked u p wooden doors. The sign above them said, Arcadian Books and Art Prints.I couldnt tell if the shop was closed or completely out of business, but I filed it away. Namely, because I love old, used bookshops.I returned to our hotel room and found my wife feeling better and ready for dinner. We headed out, enjoyed a fine meal and began strolling below the French Quarter galleries (wide balconies) and trees festooned with ubiquitous Mardi Gras beads.We rounded the corner and found ourselves on Orleans Avenue.Hey, I was here earlier today, I said to my wife. Theres something I want to show you.We crossed the street and I pointed to the old bookshop, knowing my wife loved books even more than me. She smiled.The large wooden doors were open, the proprietor was standing outside the entrance, and a warm glow of light was emanating from within. It was getting chilly and we were happy to step inside.Elegant chaos to it allWalking through the large, wooden, entrance doors was like stepping back in time. Every inch of the interior was filled with old books and tight passageways. There was elegant chaos to it all.Precarious stacks of books rose up all around us, like towers of forgotten words and literary ambitions. Navigating the books and makeshift aisles was hard enough, but then more people showed up.My wife, surrounded by books.The musty aroma, dust and cramped quarters felt like another era. Like a library or bookshop long forgotten.The really old books were tucked away, their covers faded and pages brittle. We blew off the dust and carefully thumbed their pages. Their long slumber awakened, perhaps they were grateful to see light on their pages? Surely it felt like eons since they last encountered the interest of a reader and the joy of fulfilling their purpose again.The worst was the suicidesI felt sorry for the books and their shared obsolescence. This age of smart-phones, computers, e-readers, and digital distractions has almost rendered books as cultural artifacts . Quaint, analog containers that hold information and content from before the Internet.The worst was the suicides. The occasional thuds from books, tired of their neglect and sense of irrelevancy, as they dove from dusty shelves to the cluttered graveyard below. Some landed squarely, in a dignified repose, while others lay splayed, their spines painfully contorted and arched.In one corner, an electric groupie was wedged between an archway of books. It seemed an engineering impossibility, but then, this was no ordinary place of commerce. It may have lacked the order and modernity of a Barnes Noble, but it retained a kind of magic. As if ghosts of authors hovered, still hoping their works would be discovered and loved.So many books, so little timeThere was every variety and imaginable genre to be found. Fiction, non-fiction, fine art, instructional manuals, poetry, and more. There was also all manner of old prints, on the walls and floors. Black and white photographs, artwork, and im ages of the past. In a way haunting, but then parts of New Orleans are famous for this.What an old bookshop knowsOld bookshops contain countless treasures and wisdom if youre willing to spend time poking around. Bookshops are not for hurrying. Like an intimate dance, they require your full attention, patience and a slow hand.An old bookshop knows about your pain because it contains books written by authors who have been there. Authors who have lost spouses, children, and loved ones. Look around and youll probably find a forgotten, dog leafed copy of Joan Didions The Year of Magical Thinking.An old bookshop knows about your guilt because it has copies of Dantes Inferno, as well as dusty standbys like Dostoevskys Crime and Punishment and Toni Morrisons Beloved.An old bookshop knows about love because on its shelves somewhere reside Jane Austens Pride and Prejudice, as well as volumes by the Bront sisters.Further instruction on love can be found in the cluttered poetry section, where S hakespeare, Neruda, Dickinson, Keats and more await discovery.Dont be surprised to experience a bookshop reunion. Perhaps youve forgotten what Charlottes Web meant to you until you see a tired old copy peeking out from the childrens section. The spirit of E. B. White will surely smile as you slip your old friend off the shelf and thumb through its pages and illustrations.Handwritten notes in the marginsI remember when my Dad reminisced about his boyhood. How he and his family would gather around the radio after dinner and listen to programs.Dad, youre a dinosaur, I used to say.Well, Johnny, we didnt have televisions yet. They came later. But in a way, listening to the radio was more vivid to us, because we used our imaginations, Dad said.I feel the same way about books. Somehow the scenes they conjure in my mind are superior to Hollywood adaptations. CGI is no match for the human imagination.Fast forward a lifetime and Im telling my son about the black and white television I had in my childhood bedroom.Black and white TV? my son would ask. Was it broken?No, I said, We only had one color TV back then. It was this big Zenith, and you had to get up to manually change the stations. All five stations.I remember my son looking at me the way I used to look at my father. Im sure he thinks Im a fossil.Thankfully, books have managed to hold on. For now, anyway.Theres something special about their physicality. The way they smell, and that satisfying solidity in your hands. Unlike computer screens and tablets, book pages dont glare at you, causing eye strain.I kept many of my fathers books. Even now, long after his passing, I still encounter pages with his handwritten notes in the margins. Its such a joy when I discover them. Its like a part of my Dads spirit saying, Hey Johnny, Im still here, connected to you, so dont worry.Being in the Arcadia Books and Art Prints store in New Orleans had a similar effect on me. So many old books, with their stories and authors dreams. Thoughts and ideas from the past, suspended in time, enclosed and encased in aging covers and tired spines.Like my Dads handwriting in the margins of old books, there are gems to be found in old bookshops. The past doesnt want to give up the ghost easily. It still has its wisdom, experiences, and messages for this harried, modern world.Technology may change, but not the basic human condition. Our need for love, belonging, meaning and relevancy carries on down through the ages. It will continue to do so. Thankfully, tired books in old bookshops, like artifacts of the past, will be there to share their wisdom with us.Their secrets for a better life can be found and revealed, but you better hurry, before these splendid bookshops lock their doors for good.Im John P. Weiss. I draw whimsical cartoons, paint landscapes and write about life. Thanks for readingThis article first appeared on Medium.

Purchase and Sale of Business FAQ - Australia

Purchase and Sale of Business FAQ - AustraliaPurchase and Sale of Business FAQ - AustraliaSale of Business(Assets) vs Sale of Business(Shares)What is the difference between a Sale of Business(Assets) and a Sale of Business(Shares)?In a Sale of Business (Shares) a geschftsleben that is incorporated can be sold by selling all issued shares of the Company. In this case the corporation and all its assets, rights and obligations would transfer from the seller to the purchaser.In a Sale of Business (Assets) the geschftsleben entitt (corporation, partnership, etc.) remains with the sellers and only the assets of the geschftsleben (equipment, buildings, client lists, etc) will be transferred to the purchaser.Sale of Business AssetsWhat is a sale of geschftsleben assets document?In a Sale of Business (Assets) the geschftsleben entity (corporation, partnership, etc.) remains with the sellers and only the assets of the business (equipment, buildings, client lists, etc) will be transferred to th e purchaser.Will this agreement work where only the assets of a business are to be transferred?Yes. The agreement can be structured as a sale of the shares of the business or as a sale of the assets of the business. In a sale of the assets the original business structure and ownership would remain intact however title to assets such as equipment, inventory, goodwill, and business contracts would transfer to the new purchaser.Why does asset price need to be allocated? The assets to be included in the purchase of a business should be specified to ensure that there are no misunderstandings regarding what is to be included or not included in the sale. In addition, by allocating a portion of the selling price to each asset, the fairness of the total asset price is more easily determined.What does the Equipment asset include?The equipment assets would include fixed and moveable machinery such as cars, trucks, lathes, computers and other similar pieces of equipment required for the busines s to continue to function normally after the closing date.What does the Inventory asset include?The inventory assets would include raw materials, work in progression and finished product available for sale. In some cases, a purchaser may wish to exclude obsolete inventory no longer suitable for sale or for use in production. Obsolete inventory of this nature should be identified explicitly under the Excluded Assets section.What does the Sales Orders Confirmed but Not Shipped asset include?Sales orders confirmed but not shipped prior to the closing date would require goods and inventory from the post-closing inventory. As a result revenues from these sales would typically go to the purchaser and should not be included in the accounts receivable of the seller.What does the Business Contracts asset include?Business contracts such as sales contracts related to the core activity of the business would typically transfer to the purchaser after closing. Business contracts such as partnershi ps in related ventures may or may not be included in the sale of business. Those partnership or venture contracts may prohibit the transfer of a partners interest to an outside feier.What does the Books, Records, and Files asset include?Books, records and files of the business will include all the information required for a smooth transition in ownership and for the business to continue normal operations after the closing date. This includes all accounting files of the business and also includes marketing information such as client lists and market research information and all files related to product research and development as well as production and maintenance history. Note that a copy of accounts receivable up to the closing date may be retained by the seller to facilitate collection of outstanding accounts.What does the Trademarks asset include?The trademarks asset would include all ownership rights to existing copyrights, trade-names and trademarks as well as all rights to all current research not yet trademarked. This will allow the purchaser to carry on normal business operations after the closing date. Alternatively, the seller may grant only a license for use of existing trademarks. This should be agreed to by all parties and explicitly stated in the additional clauses.Sale of Business SharesWhat is a sale of business shares document?You can sell a business that is incorporated by selling all issued shares of the Company. In this case the corporation and all its assets, rights and obligations would transfer from the seller to the purchaser. Any rights or liabilities are attached to the corporation and would transfer with the corporation.What is the difference between a Purchase and Sale of Business(Shares) document and a Share Purchase AgreementA Purchase and Sale of Business(Shares) is where all shareholders agree to sell all issued shares of the Company to the purchaser. A Share Purchase Agreement is the sale of some (not all) issued shares of a co rporation from a current shareholder to a purchaser. In a Share Purchase Agreement the purchaser could be another shareholder or a third party.DefinitionsWhat is meant by the Goodwill and Business Name asset?The business name or goodwill of a successful business has value in the form of repeat customers and reputation in the business community. The business name may have considerable impact on the continued success of the business after the transfer of ownership at least in the short term. An accurate dollar value representing the goodwill in the company is difficult to determine. If the seller wishes to include goodwill as part of the sale price then a qualified accountant should be used to find a fair value for goodwill.What is meant by a Non-Competition clause?A non-competition clause prevents the seller from starting or working for a company that will directly compete with the purchaser after the closing date. The seller may have many business contacts in the industry as well as inside knowledge of the business and would have considerable advantage if they started a similar business in competition to the purchaser after closing. The restriction from competition can be for a period of time into the future and for a specific geographical location.What is meant by a Non-Solicitation Agreement?A non-solicitation clause prevents the seller from recruiting any of the employees away from the purchaser after the closing date. This restriction prevents the seller from doing harm to the business by luring away the experienced staff now and in the future.What is meant by a material agreement?A material agreement would be one that has a specific impact on the business either because of cost or because of a relatively direct impact on revenue. A contract with a customer for future sales or a contract with a supplier for mandatory purchase of goods in the future would be examples of material agreements. Partnerships in ventures related to the core activity of the busine ss would also be considered a material agreement and should be explicitly included or excluded in the sales agreement.What is meant by representations and warranties?Representations and warranties are disclosures that one party makes to the other party concerning issues related to the business. This usually involves providing a promise or guarantee of satisfaction to the other party concerning the issue. An example of a representation and warranty would be where the seller guarantees to the purchaser that all equipment related to the business has been maintained in good running condition in accordance with standard industry practice. What is meant by conditions precedent?A condition precedent refers to a term of the agreement that must be met prior to the closing date. If the conditions precedent are not met then the agreement would usually be void. An example of a condition precedent would be that the seller must obtain permission from a landlord to assign a commercial lease over t o the purchaser prior to the closing date. What is meant by confirming representations and warranties with an Officers Certificate?In order for negotiations to proceed smoothly and to ensure there are no surprises on the closing date, each party should provide the other with a written assurance that all representations and warranties have been addressed and are valid. Each party would provide an individual or officer to make the assurances to the other party. This task may be assigned to an officer of the partys corporation. For a non-corporate business entity this task could be assigned to a member of the management team.What is meant by confirming representations and warranties with a legal opinion?In order for negotiations to proceed smoothly and to ensure there are no surprises on the closing date each party should provide the other with a written assurance that all representations and warranties have been addressed and are valid. Each party would provide an individual to make t he assurances to the other party. In the interest of full disclosure and transparency, an impartial third party such as an attorney may be used to provide this assurance.

How to Hire the Right Nurse for your Facility

How to Hire the Right Nurse for your FacilityHow to Hire the Right Nurse for your FacilityHow to Hire the Right Nurse for your Facility DarienzoNurses are the front line of patient care. These professionals are often the first people patients see and frequently the last person they consult with before they go home. Thats why its so important to hire nurses who are a good fit for your facility and dedicated to providing quality care for patients.Here are five tips for making the right nursing hire.Find the right fit for your team.Think about the dynamics of your nursing staff. Do you have several big personalities who could benefit from someone whos a little more reserved and quiet? Would someone whos lighthearted and bubbly clash with a more serious-minded nurse?You want people to learn to work togetherbei at your facility and to hire staff members who bring a unique perspective to the job. But you also want to set new employees up for success. Consider whether your new hire will com plement other staff members personalities and fill a need on the team.Ask behavioral questions to determine character.Its important to hire competent nurses who have the right certifications and skills. Its equally important to hire nurses who are compassionate, collaborative and quick-thinking.Decipher which traits you want most in your next nursing hire. Then, ask behavioral interview questions that help reveal the candidates character. For example, you could ask how he handled an emergency situation recently or how he dealt with a co-worker conflict. Leave time for candidates to ask questions.Sometimes job interviews are crammed full with questions for the nurse and leave no time for her to ask her own questions. Thats unfortunate. Doing so may help her realize she isnt a great fit for the job after all.The worst thing is if a candidate leaves the interview feeling overwhelmed and unsure of what her responsibilities would be. Youll learn a bit more about a nurse by the types of q uestions she asks. If you find shes asking more about specific skills she needs rather than questions about the facility or patient load, it may be a red flag that she needs more experience.Determine whether candidates share your organizations values.A nurse with 15 years of clinical experience just walked through your door and youre thrilled to have someone with her skillset vying for a position. As the interview goes on, however, you realize that shes more concerned with becoming a nurse supervisor and less with being a team player.Dont let a candidates experience or numerous certificates convince you to hire her. An overqualified candidate may not fit into your facility and may also alienate other staff members.Hire for the needs of the facility.Do you manage an urban hospital that often treats patients flown in from hundreds of miles away? If so, your nurses must be comfortable with high-stress situations and quick on their feet experience in emergency rooms or trauma units is p referred.Alternately, a nurse who is used to a high volume of patients at a large hospital may not enjoy working at a smaller hospital. Or that may be exactly what theyre looking for.Look for nurses with the traits your facility needs most, such as adaptability, commitment to growth, attention to detail and familiarity with specific types of patients.Though staff members will come and go, these hiring tips can help you hire nurses who will have a positive impact on both their patients and coworkers and hopefully stick around for the long haul.Eric Darienzo is president of RNnetwork, a travel nurse staffing company based in Boca Raton, Florida.