task_name
stringclasses 645
values | id
stringlengths 40
41
| source
stringlengths 62
335k
| target
stringlengths 0
13.8k
|
|---|---|---|---|
task582_naturalquestion_answer_generation
|
task582-92de05fae2764848994983ebaeb90235
|
In this task, You are given an open-domain question that can be answered based on factual information. Your task is to provide \*short\* answer (in a few words only) for the given question. The short answer can be one or more entities or it can also be boolean \*yes\* or \*no\*.
who does hope marry in the bold and the beautiful
|
Wyatt
|
task1340_msr_text_compression_compression
|
task1340-1d0b5bf762664dc380982f08e58d424d
|
Given a text, write a compressed version of it in a single sentence.
Robert Merkel, a former U.S. attorney handling drug indictments in Florida, doesn't think for a minute that Castro's much publicized trials of high officials engaged in the drug trade mean he has broken off with the Medellin drug cartel. " If the cartel succeeds in blackmailing the Colombian authorities into negotiations, the cartel will be in control and Fidel can exploit his past relationships with them, " he told the Journal's David Asman recently.
|
Robert Merkel, a former U.S. attorney, doesn't think Castro's trials of high officials in the drug trade mean he has ended it with the Medellin drug cartel.If the cartel succeeds in blackmailing the authorities, the cartel will be in control and Fidel can exploit his past relationships with them, he told the Journal's David Asman .
|
task617_amazonreview_category_text_generation
|
task617-c87b4a8e158948b6b433376950aea12e
|
In this task, you're given a review from Amazon and your task is to generate the name of the category of the product based on the review given by the user. The categories are: kitchen, office product, watch, wireless, other, toy, digital video download, camera, jewelry, pet products, sports, industrial supplies, baby product, grocery, drugstore, home improvement, pc, shoes, automotive, digital ebook purchase, musical instruments, beauty, book, electronics, lawn and garden, apparel, home, video games, luggage, furniture, personal care appliances.
Fasteners do not work on 06 MX5 (Miata) even though description says the are compatible. Also, I received an open packet that contained less than half the number of fasteners that were suppose to be sent. I don't recommend any one order even if they do fit as you may not receive the number of pieces advertised.
|
automotive
|
task070_abductivenli_incorrect_classification
|
task070-d9542d678b73488f873d2578de65ad53
|
In this task, you will be shown a short story with a beginning, two potential middles, and an ending. Your job is to choose the middle statement that makes the story incoherent / implausible by indicating 1 or 2 in the output. If both sentences are plausible, pick the one that makes less sense.
Beginning: Sara was at school. Middle 1: Outside went to Sara for recess. Middle 2: Sara went outside for recess. Ending: And Sara was happy that there was still lots of time to play.
|
1
|
task607_sbic_intentional_offense_binary_classification
|
task607-0697fcda54eb4241adfa7ee18efd0584
|
In this task, you are given a text from a social media post. Your task is to classify the given post into two categories: 1) yes if the given post is intentionally offensive, 2) no, otherwise. Also, generate label 'no' for offensive statements that appear to be unintentional, or non-offensive statements that are underhandedly offensive. Warning: the examples and instances may contain offensive language.
RT @SKINNY_NiggaDoe: RT @HoodrichKeem: Leave the bitching to the bitches !
|
Yes
|
task1217_atomic_answer_generation
|
task1217-beda35f6f9364853b857d8895e263744
|
In this task, you are given a sentence with a missing word that can be an object, a person, and/or an action. Fill in the blank with a plausible word. Although each sentence has many correct answers, you only have to write one answer.
PersonX publishes a ___ as a book
|
letter
|
task622_replace_alphabets_in_a_list_by_their_position_in_english_alphabet
|
task622-c99e14abb7f748aab3ebefeeaffa3cde
|
In this task, you are given an input list A. You need to convert all the alphabets in the list with a number representing their position in the English alphabet. E.g., replace A by 1, B by 2, a by 1, b by 2, and so on.
['1131', '6387', '5981', '4257', 'U', 'Q', 'q', 'Y', 'z', 'T', '7111', 'G', 'i', 'T', '453', '5219', '7693']
|
1131, 6387, 5981, 4257, 21, 17, 17, 25, 26, 20, 7111, 7, 9, 20, 453, 5219, 7693
|
task904_hate_speech_offensive_classification
|
task904-4f6969a7c95549f0b5ca7dc188aa2f0a
|
Classify the given tweet into the three categories: (1) 'Hate Speech', (2) 'Offensive' and (3) 'Neither'. 'Hate Speech' is kind of a threating statement or sometimes include call for violence while 'offensive' statement just offensds someone. 'Neither' is when it doesn't fall into Hate Speech or Offensive category.
“@iamkrause: No need to thank me, killing niggers is it's own reward.”
Dis my pal from our graduation when we was 26
|
Hate Speech
|
task1482_gene_extraction_chemprot_dataset
|
task1482-b85cc2a4f2bf46058a593b236e9ba197
|
In this task, you are given a sentence. You are expected to recognize the name of gene or protein. Although there might be several correct answers, you need to write one of them.
Evidence that an alpha 2A-adrenoceptor subtype mediates antinociception in mice.
|
alpha 2A-adrenoceptor
|
task521_trivia_question_classification
|
task521-b848a0ba0be9466bb6e9c313c9f30958
|
In this task you will be given a text passage from a trivia quiz. You should choose the category this question belongs to from these categories: History, Science, Social Science, Fine Arts, Literature. You can only choose one category, so if in doubt, please choose the closest match.
This set of violin concertos includes sections named Linverno, Lestate and La primavera.
|
Fine Arts
|
task900_freebase_qa_category_classification
|
task900-2ebda9c2185141818b7a503402076f77
|
Given a trivia question, classify broad topical category from this list: 'theater', 'geology', 'book', 'tv', 'astronomy', 'aviation', 'military', 'government', 'boxing', 'projects', 'metropolitan_transit', 'law', 'venture_capital', 'broadcast', 'biology', 'people', 'influence', 'baseball', 'spaceflight', 'media_common', 'cvg', 'opera', 'olympics', 'chemistry', 'visual_art', 'conferences', 'sports', 'language', 'travel', 'location', 'award', 'dining', 'martial_arts', 'comic_strips', 'computer', 'user', 'tennis', 'music', 'organization', 'food', 'event', 'transportation', 'fictional_universe', 'measurement_unit', 'meteorology', 'distilled_spirits', 'symbols', 'architecture', 'freebase', 'internet', 'fashion', 'boats', 'cricket', 'film', 'medicine', 'finance', 'comic_books', 'celebrities', 'soccer', 'games', 'time', 'geography', 'interests', 'common', 'base', 'business', 'periodicals', 'royalty', 'education', 'type', 'religion', 'automotive', 'exhibitions'.
Who was the first and only President of the Confederate States of America?
|
government
|
task590_amazonfood_summary_correction_classification
|
task590-17494e69fdb2422ca810bf2c44354fbf
|
In this task, You are given an amazon food product review and its summary. Your task is to Generate "True" if given review and its summary match, otherwise generate "False".
These brownies are good, but the flax seed texture can be a real turn-off. To minimize it, I added a little whole wheat flour, splenda and cocoa - BIG improvement and my guests never complained (like they did the first time I made the brownies!).
Summary: Best Brownies
|
False
|
task611_mutual_multi_turn_dialogue
|
task611-6ee7126fcf8b45429cbd40e2f9e9c946
|
In this task you are given a small conversation between two persons and 4 options on how the conversation should continue. Your job is to choose the most reasonable option. The conversation and the options are separated by a newline character. Each dialogue in the conversation are separated by a comma. F and M indicate female and male, respectively.
F: Good morning, Swift Com. ,M: Hello. This is Martin Smiths. I'm ringing about an appointment with Peter Field. ,F: Oh, yes, Mr. Field. Sorry, he couldn't confirm the arrangement yesterday. He had to check his diary about the fourth. ,M: Is it OK? ,F: Well, that or the nineth. ,M: The nineth suits me better. ,F: Fine, I'll tell him.
(A) M: Thanks. You are a great customer. (B) M: Thanks. You are a good boss. (C) M: Thanks, and I am a great secretary. (D) M: I didn’t hear you. Please could you tell me again?
|
D
|
task1336_peixian_equity_evaluation_corpus_gender_classifier
|
task1336-a9b9af7203cd4f55b6add7195e06cad2
|
You will be given a sentence containing a pronoun/person name and an emotion. From these implicit parameters, the main goal is to find the gender of the person (male / female).
Lamar made me feel discouraged.
|
male
|
task413_mickey_en_sentence_perturbation_generation
|
task413-16f76a57dade4b22991ffc843b3b293a
|
Given a sentence, generate a new sentence by performing small changes on the sentence. Here, make sure that the changes are semantically related and syntactically similar to the input. And the generated sentence should have high commonsense plausibility, that is to have reasonable probability of it being true.
Most akes contain electricity .
|
Most homes contain electricity.
|
task379_agnews_topic_classification
|
task379-c523feb62b6743b6a3f64a2ad3e83273
|
In this task, you are given a news article. Your task is to classify the article to one out of the four topics 'World', 'Sports', 'Business', 'Sci/Tech' if the article's main topic is relevant to the world, sports, business, and science/technology, correspondingly. If you are not sure about the topic, choose the closest option. Note that URLs in the text have been replaced with [Link].
Karzai's Running Mate Escapes Afghan Mine Blast (Reuters) Reuters - Afghan President Hamid Karzai's running\mate for Saturday's historic presidential election escaped\unhurt Wednesday when a mine exploded under his convoy in the\remote northeast of the country.\Vice presidential candidate Ahmad Zia Masood, the brother of\assassinated resistance hero Ahmad Shah Masood, had gone to\Faizabad, the capital of mountainous Badakhshan province, for a\campaign rally.
|
World
|
task1311_amazonreview_rating_classification
|
task1311-4abb0b92c02b44ebb0f598b44a450afb
|
In this task, you're given a review from Amazon and rating for the product on a scale of 1-5 based on the review. The rating means 1: extremely poor, 2: poor, 3: neutral, 4: good, 5: extremely good. Your task is to generate whether the rating matches the review or not. Answer with "True" if the sentence belongs to that section, otherwise answer with "False"
Review: These flowers are bright and look real which I loved and price is great. You can do alot with them and will be purchasing another pack just to have 😁
Rating: 1
|
False
|
task318_stereoset_classification_gender
|
task318-7c90dbd71ced41168d24462625376433
|
You are given a target person and two sentences. Your task is to determine whether the second sentence conveys either a stereotype, anti-stereotype, or is unrelated with respect to the first sentence and the target. A stereotype is a widely held but oversimplified notion of a group of people. An anti-stereotype is an idea that goes against the widely held but oversimplified notion of a group of people. Sentences and targets are unrelated if there is no relevance between them.
Target: himself
My roommate moved out to live by himself. He has very little food in the refrigerator and posters on the wall.
|
stereotype
|
task504_count_all_alphabetical_elements_in_list
|
task504-07a05c8a7cce46069d30427c328269b1
|
In this task, you are given an input list. A list contains several comma-separated items written within brackets. You need to return the count of all the alphabetical elements in the given list. Return 0 if no alphabetical element in the list
['4135', '1937', 'Q', '7475', 'H', 't', 'f', 'u', 'x', '1739', 'J', 'V', 'z', '4603', 'K']
|
10
|
task1727_wiqa_what_is_the_effect
|
task1727-91177471d8d542ce8107969ff8e08afe
|
In this task you will be given a process, and a question. The process contains a sequence of steps that happen in order. The question asks about the effect of a certain event on another event. If the first event has a positive effect on the second event, answer with "for", if it has a negative effect, answer with "against". If there's no causal relationship between the two, answer with "none".
Process: -An isotope has too many protons -The isotope is unstable -The isotope emits radiation -The isotope decays -The isotope loses some atomic particles -The isotope turns into a different element -The isotope is finished decaying and emitting radiation.
Question: What is the effect of isotope is less stable on less radioactive decay occuring.?
|
against
|
task633_dbpedia_14_answer_generation
|
task633-fddcc32d00a04163936e1c7a3b15d549
|
In this task, you are given a text which is the body of a document. You are given a question and options. Pick the correct number. Don't generate anything else apart from the numbers provided in options.
Context: William M. Beavers (born February 21 1935) is a County Commissioner for District 4 of Cook County Illinois which encompasses part of Chicago's South Side and southern suburbs. Beavers is considered a skilled political insider. His aldermanic biography boasted that he is a master of the back-room deals an alderman's alderman and an avid smoker whose suits are finely tailored. He also has a reputation for being forthright and candid.
Question: The document can be classified to which topic?
Options: 1)OfficeHolder, 2)Artist, 3)MeanOfTransportation, 4)Album, 5)Village
|
1
|
task080_piqa_answer_generation
|
task080-6862a97bf9fa48159bc3e03fc72cf231
|
In this task the focus is on physical knowledge about the world. Given the provided goal task in the input, describe a process that would lead to the asked outcome. This process often involves physical motions with objects, such as moving them, arranging them in a certain way, mixing them, shaking them, etc.
What should I do once the copper pipe solder has cooled down when working on a plumbing project?
|
grab a rag and wipe the excess flux off as good measure and test your joints by turning the water back on.
|
task598_cuad_answer_generation
|
task598-9f889f1b891e4f2fb37f15e0f50d5b42
|
In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.
Exhibit 10.19 JOINT CONTENT LICENSE AGREEMENT This JOINT CONTENT LICENSE AGREEMENT (the Agreement), dated February 1, 2018 (the Effective Date), is made by and between WPT Enterprises, Inc., a Delaware corporation, with offices located at 1920 Main Street, Suite 1150, Irvine, CA 92614 (WPT), and ZYNGA INC., a Delaware corporation with offices located at 699 8th Street, San Francisco CA, 94103 (Zynga US) and ZYNGA GAME IRELAND LIMITED, a limited company organized under the laws of Ireland, resident in Ireland and having its registered office located at The Oval, Building One, Third Floor 160 Shelbourne Road Ballsbridge 4 Co. Dublin Ireland (Zynga Ireland, and together with Zynga US and their respective Affiliates, Zynga). In addition to the Definitions set forth in Section 1 of the Additional Provisions (attached and incorporated by reference), all capitalized terms used herein shall have the meanings set forth below. In consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: BASIC PROVISIONS 1. Joint Content License Relationship. Among other games, Zynga produces and distributes the ZYNGA POKER® game on a number of global platforms, including Apple iOS, Google Android, Facebook and the zynga.com website. The ZYNGA POKER® game features a Zynga Poker Tournaments Mode that Zynga can customize. Among other things, WPT is the creator of the World Poker Tour, WPT Tournaments and the WPT Invitational Tournaments. WPT Tournaments and WPT Invitational Tournaments are televised poker tournaments where a partner can promote its brand. The parties desire to work cooperatively, but independently, to use commercially reasonable efforts to engage in the marketing and promotional activities described in Exhibit A, including, but not limited to Zynga promoting the WPT brand in a WPT-branded Zynga Poker Tournament Mode, and WPT promoting the Zynga brand in WPT Tournaments and WPT Invitational Tournaments. This Agreement describes the terms of a content license and cooperative marketing relationship under which each party will independently or cooperatively engage in mutually agreed activities to promote each other's products and services throughout the Territory (as defined below). 2. Territory. The Territory for this Agreement is worldwide, but not including Asian countries (including, but not limited to, Bangladesh, Bhutan, Brunei, Cambodia, East Timor, Hong Kong, India, Indonesia, Japan, Laos, Macau, Malaysia, Maldives, Mongolia, Myanmar, Nepal, North Korea, Pakistan, People's Republic of China, Philippines, Singapore, South Korea, Sri Lanka, Taiwan, Thailand, Vietnam). The parties acknowledge and agree that the rights granted hereunder by Zynga (a) with respect to the United States are granted to, held and exercised by Zynga US and (b) with respect to all other parts of the Territory are granted to, held and exercised by Zynga Ireland.
1
Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019
3. Term. This Agreement will be in effect for three (3) years from the Effective Date (Initial Term) unless terminated earlier in accordance with this Agreement. This Agreement shall automatically extend for an additional two (2) years on the same terms herein (Renewal Term) provided WPT receives payments greater than twelve million U.S. dollars ($12,000,000) within the Initial Term. The Initial Term and any such Renewal Term are collectively referred to as the Term. 4. Annual Minimum Guarantee. Zynga will pay WPT three million U.S. dollars ($3,000,000) per year according to the following schedule (which the parties may alter upon mutual agreement) (the Annual Minimum Guarantee): a. Within thirty (30) days of executing this Agreement: $1.5M b. July 1, 2018: $1.5M c. January 1, 2019: $1.5M d. July 1, 2019: $1.5M e. January 1, 2020: $1.5M f. July 1, 2020: $1.5M 5. Royalty. Zynga will pay to WPT ten percent (10%) of the cumulative Net Revenue (as defined in Section 3.b. of the Additional Provisions) (Royalty) from the WPT-branded Zynga Poker Tournament Mode or other such use of the WPT brand on the Zynga platform. Zynga shall not be required to pay the Royalty to the extent offset by the Annual Minimum Guarantee payments previously paid to WPT during the Term. Conversely, Zynga shall not be required to make Annual Minimum Guarantee payments to the extent offset by the Royalty previously paid to WPT during the Term. The Additional Provisions and any attached Exhibits are incorporated by reference. Signature page to follow.
2
Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019
IN WITNESS WHEREOF ZYNGA INC. Signature: ______________________ Name: _________________________ Title: __________________________
WPT ENTERPRISES, INC. Signature: _________________________ Name: ____________________________ Title: _____________________________ ZYNGA GAME IRELAND LIMITED Signature: ______________________ Name: _________________________ Title: __________________________
3
Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019
ADDITIONAL PROVISIONS The following Additional Provisions form part of the Agreement dated February 1, 2018 entered into by and between ZYNGA INC. and ZYNGA GAME IRELAND LIMITED and their respective affiliates (Zynga), and WPT Enterprises, Inc. (WPT). 1. DEFINITIONS a. Affiliate means an entity, directly or indirectly, controlled by, controlling of, or under common control with a party, either now or in the future, and their respective successors and assigns. b. Artwork means, without limitation, all pictorial, graphic, visual, audio, audio-visual, digital, literary, animated, artistic, dramatic, sculptural, musical or any other type of creation or application, whether finished or not, including, without limitation, animation, drawings, designs, sketches, images, illustrations, film, video, electronic, digitized or computerized information, software, object code, source code, on-line elements, music, text, dialogue, stories, visuals, effects, scripts, voiceovers, logos, one-sheets, promotional pieces, packaging, display materials, printed materials, photographs, interstitials, notes, shot logs, character profiles and translations. c. Agreement means the Basic Provisions, these Additional Provisions, and any and all attached Exhibits. d. Licensed Property means those specific trademarks, service marks, publicity rights, copyrights, intellectual property rights, and any other items set forth in this Agreement, which the parties may utilize in connection with the marketing and promotional activities in Exhibit A. A list of the Licensed Property for each party is described in Exhibit B. e. Annual Minimum Guarantee means the guaranteed minimum amount due to WPT by Zynga in consideration of the rights granted herein, which amount may be recoupable from Royalties as set forth below and in the Basic Provisions. f. Royalty means the amount(s) set forth in the Basic Provisions and calculated as described in the Additional Provisions. g. Term means the term of this Agreement as set forth in the Basic Provisions. h. Territory means the territory throughout which the parties are authorized to engage in the marketing and promotional activities as described in Exhibit A and in the Basic Provisions. 2. TRADEMARKS, APPROVALS, AND RESERVATION OF RIGHTS a. Materials. To the extent indicated on Exhibit A, each party will provide the other party with electronic files containing the Licensed Property of such party to be used under this Agreement, as specified in Exhibit B, if any. b. License by Zynga. Subject to the terms and conditions of this Agreement, Zynga grants to WPT a non-exclusive, non- assignable, non-sublicensable, royalty-free, paid up, limited worldwide license to use and display Zynga's Licensed Property solely as necessary to perform WPT's obligations under this Agreement and as specifically described on Exhibit A, in any and all media now known or hereafter devised, for the Term (subject to Section 7.e. of Additional Provisions). c. License by WPT. Subject to the terms and conditions of this Agreement, WPT grants to Zynga a non-exclusive, non-assignable, non-sublicensable, royalty-free, paid up, limited license in the Territory to use and display WPT's Licensed Property solely as necessary to perform Zynga's obligations under this Agreement and as specifically described on Exhibit A, for the Term. d. Trademark Guidelines. In its use of the Licensed Property of the other party (Licensee), each party (Licensor) will comply with any trademark usage guidelines that Licensor may communicate to Licensee from time to time. Each use of Licensor's marks by Licensee will be accompanied by the appropriate trademark symbol (either ™ or ®) and a legend specifying that such marks are trademarks of Licensor as specified on Exhibit B, and will be in accordance with Licensor's then-current trademark usage policies as provided in writing to Licensee from time to time. Licensee will provide Licensor with copies of any materials bearing any of Licensor's marks as requested by Licensor from time to time. If Licensee's use of any of Licensor's marks, or if any material bearing such marks, does not comply with the then-current trademark usage policies provided in writing by Licensor, Licensee will promptly remedy such deficiencies upon receipt of written notice of such deficiencies from Licensor. Other than the express licenses granted herein with respect to each Licensor's marks, nothing herein will grant to Licensee any other right, title or interest in Licensor's marks. All goodwill resulting from Licensee's use of Licensor's marks will inure solely to Licensor. Each party recognizes the great value of the publicity and good will associated with the Licensed Property and acknowledges that: (a) such good will is exclusively that of Licensor or Licensee, as applicable; and (b) the Licensed Property have acquired a secondary meaning as trademarks and/or identifications of Licensor or Licensee, as applicable, in the mind of the purchasing public. Licensee will not, at any time during or after this Agreement, register, attempt to register, claim any interest in, contest the use of, or otherwise adversely affect the validity of any of Licensor's marks (including, without limitation, any act or assistance to any act, which may infringe or lead to the infringement of any such marks).
4
Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019
e. Approvals. The Licensed Property shall be displayed or used only in such form and in such manner as has been approved in writing (which may be by email) by Licensor pursuant to this Section 2 and Licensee shall ensure its usage of the Licensed Property solely as approved. Throughout the Term, including any renewals or extensions (if applicable), Licensee shall comply with reasonable quality standards, style guides and clear specifications communicated to Licensee and rights of approval of Licensor set forth in this Section 2 with respect to any and all of its usage of the Licensed Property. Subject to Licensor's prior written approval of any applicable Licensed Property (hereinafter the Approved Content), all Conforming Content will be deemed approved by Licensor. Conforming Content means any and all elements of the Approved Content which (i) do not represent deviations in quality, style, look-and-feel or other aspects of use from the Approved Content and (ii) are consistent with the aesthetic style or tone of the Approved Content. The parties will come to agreement with respect to Exhibit A as to whether prior written approval is needed in every instance or whether it is not needed after the first instance has been approved in writing (e.g., given exigencies in television production business, it is reasonable that Zynga would approve the use of its brand conceptually in elements of an episode but not need to re-approve the use in a similar manner for every episode the brand is used in; and similarly, given exigencies in the social gaming business, it is reasonable that WPT would approve use of its brand conceptually in elements of the Zynga platform but not need to re-approve the use in a similar manner for every poker tournament the brand is used in). i. Licensee may use textual and/or pictorial matter pertaining to the Licensed Property on such promotional, display and advertising material as may, in Licensee's reasonable judgment, promote the awareness, consumption and sale of the Licensed Property. All final advertising and promotional material using the Licensed Property must be submitted to Licensor for its prior written approval. All press releases respecting this Agreement or the relationship of the parties herein shall require prior written approval by the other party. ii. Licensor will use commercially reasonable efforts to provide approval and/or feedback within five (5) business days after its receipt of a creative submission, or re-submission, with respect to the Licensed Property or marketing materials; provided that: (a) if Licensor declines to approve any submission or re-submission, then it shall provide reasonably detailed feedback in order to enable Licensee to modify the Licensed Property or marketing material accordingly in order to address Licensor's concerns and obtain Licensor's approval, and (b) if Licensor fails to (1) approve or (2) disapprove and provide feedback within such timeframe, then such submission or re-submission is deemed to have been approved. No approval may be unreasonably withdrawn by Licensor once delivered. iii. Zynga shall advise WPT to Zynga's knowledge as to which jurisdictions where it may be illegal to advertise Zynga's Licensed Property (if any) given local laws or regulations. iv. WPT or its affiliates shall not authorize a Zynga Competitor to commercially exploit the Licensed Property in connection with social poker gaming via a license similar to the license granted herein for the Term. A Zynga Competitor means: 1) Aristocrat Technologies Australia Pty Ltd. Or Big Fish Games, Inc.; 2) HUUUGE Inc.; 3) Activision Blizzard, Inc., King.com Ltd. Or King.com (US) LLC; 4) Scientific Games Corporation; 5) Tencent Holdings Limited; and 6) Murka Ltd. The parties agree to work together in good faith to amend the definition of a Zynga Competitor if that meaning for Zynga reasonably changes during the Term. f. Reservation of Rights. The parties acknowledge and agree that, except for the rights and licenses expressly granted by each party to the other party under this Agreement, each party will retain all right, title and interest in and to its products, services, marks, copyrights or other intellectual property, and all content, information and other materials on its website(s), and nothing contained in this Agreement will be construed as conferring upon such party, by implication, operation of law or otherwise, any other license or other right. 3. PAYMENT a. Annual Minimum Guarantee. Zynga will pay to WPT the Annual Minimum Guarantee as set forth in the Basic Provisions. The Annual Minimum Guarantee shall be recoupable from such Royalties as are, or have become, paid to WPT. For clarification, the Annual Minimum Guarantee will operate as an advance payment, such that when accrued Royalties exceed the Annual Minimum Guarantee payments already paid, then the excess Royalties will be paid by Zynga to WPT. b. Royalty. The Royalties to be paid by Zynga to WPT is the percentage of Net Revenue as set forth in Section 5 of the Basic Provisions. Net Revenue(s) shall be defined as one hundred percent (100%) of gross revenues and all other receivables of any kind whatsoever received by Zynga or any of Zynga's affiliates attributable to the use of Paid Currency or in connection with the sale of Virtual Digital Goods derived from use of the WPT-brand on the Zynga platform, less the following actual and verifiable Allowable Deductions: (i) out-of-pocket, third-party payment processing and currency system fees, commissions, and platform distribution fees (e.g., Apple, Google or Facebook platform fees); (ii) any governmental taxes (e.g., VAT, excise or sales or use tax, etc.) arising in connection with related receipts, but excluding any taxes on Licensee's net income; and (iii) charge- backs/refunds/cancellations/fraud. Paid Currency means virtual currency purchased using real money. Virtual Digital Goods means any virtual, digital representation of any actual or fictional thing or item within Zynga Poker, which is capable of being made available for distribution, placement, download or other display by electronic means. Any other deductions must be mutually agreed upon in advance and in writing by the parties.
5
Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019
c. Payment. All amounts payable and due will be made in U.S. dollars. If withholding taxes are required, Zynga may account for the required amount of such withholding taxes when calculating the Royalty or other payments payable prior to remittance to WPT. Zynga shall provide WPT with an official receipt or other equivalent documentation issued by the appropriate taxing authority or other evidence as is reasonably requested by WPT to establish that such taxes have been paid. Zynga shall pay all amounts accruing under this Agreement for any reporting period to WPT by check or wire transfer to the account specified by WPT in writing, concurrently with Zynga's delivery of the applicable report under Section 3(d), provided that payments will only be paid if the amount owed to WPT for any reporting period is greater than five hundred dollars ($500.00). An amount due of less than five hundred dollars ($500.00) will be accumulated to the next payment and will be included in the amount to be paid to WPT on the next payment date, again provided that the amount owed to WPT in the subsequent month exceeds five hundred dollars ($500.00). Accumulated amounts do not accrue any interest. d. Reporting. Zynga will, within thirty (30) days of the end of each calendar quarter, commencing with the first full calendar quarter following the Effective Date, furnish WPT with complete statements containing the following information with respect to all Net Revenue from the use of the WPT-brand on the Zynga platform, during the preceding period covered by such statement: the Territory; the amount due WPT (or the remaining unrecouped Annual Minimum Guarantee balance as applicable); Net Revenue; Royalties rate; the distribution channels or portals, the platform, the territory(ies), and itemized Allowable Deductions (Royalty Statement(s)). The amount shown to be payable to WPT shall be paid simultaneously with the rendition of the respective Royalty Statement. The statements and payments remitted hereunder shall be delivered to WPT via email to the following email address: Deborah.Frazzetta@wpt.com (ATTN: Deborah Frazzetta, VP, Finance. e. Audit Rights. Zynga shall keep full, complete and accurate books of account and records (collectively records) covering all transactions relating to the subject matter of this Agreement in sufficient detail to enable the Royalties payable hereunder to be determined and verified. Zynga shall permit such records to be examined by authorized representatives of WPT, including such independent auditors as WPT may designate, during usual business hours, with advance notice, to verify to the extent necessary the Royalties paid hereunder, and WPT and its representatives shall use reasonable efforts to minimize disruptions to Zynga's business. Prompt adjustment shall be made by Zynga to compensate for any errors or omissions disclosed by such examination. If the adjustment is more than $1,500 in favor, then out-of-pocket costs of such examination shall be borne by Zynga. f. No Other Charges or Expenses. Neither party will be liable to pay the other party any other types of charges or expenses not agreed to in this Agreement or any related amendment signed by the Parties. 4. REPRESENTATIONS AND WARRANTIES; LIMITATIONS OF LIABILITY a. Each party represents and warrants to the other as follows: (i) it is duly authorized under applicable law and has the authority to enter into and perform this Agreement; (ii) this Agreement constitutes a valid and binding obligation of such party enforceable in accordance with its terms; (iii) the making of this Agreement by such party does not violate any agreement, right or obligation existing between such party and any third party; (iv) the marketing and promotional activities in Exhibit A shall not infringe or misappropriate third party rights, including, without limitation, any patent, trade name, trademark, copyright or other intellectual property or proprietary right and shall not invade or violate any right of privacy, publicity, personal or proprietary right, or other common law or statutory right, nor defame any person or entity in the United States and European Union (the Principal Territories), and to the knowledge of such party, outside the Principal Territories; provided that such party makes no representations regarding the Licensed Property or any other materials provided by Licensor as contemplated under this Agreement. b. DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY LEVEL OF BUSINESS OR SERVICE THAT MAY RESULT FROM THIS AGREEMENT, OR ANY WARRANTY OR CONDITION ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN THE INDUSTRY. c. LIMITATIONS ON LIABILITY/NO INJUNCTIVE RELIEF. EXCEPT IN CASES OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, INDEMNIFICATION CLAIMS UNDER SECTION 5 OR BREACHES OF SECTION 2 (TRADEMARKS), 8 (CONFIDENTIALITY), OR 9 (NO AGENCY RELATIONSHIP), IN NO EVENT SHALL EITHER PARTY OR ITS OFFICERS, DIRECTORS, OR EMPLOYEES BE LIABLE TO THE OTHER PARTY IN CONNECTION WITH THE SUBJECT MATTER HEREOF, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL THE NON-BREACHING PARTY BE ENTITLED TO EQUITABLE OR INJUNCTIVE RELIEF OF ANY KIND.
6
Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019
5. INDEMNIFICATION a. WPT shall indemnify, defend, and hold harmless Zynga and its Affiliates, and the respective directors, officers and employees of the foregoing (the Zynga Indemnified Parties) from and against any and all third party claims, actions, suits, costs, liabilities, judgments, obligations, losses, penalties, expenses or damages (including, without limitation, reasonable legal fees and expenses) of whatsoever kind and nature imposed on, incurred by or asserted against any of the Zynga Indemnified Parties arising out of: (i) any breach or alleged breach by WPT of any representation, warranty or covenant made, by WPT pursuant to this Agreement; or (ii) WPT's non-compliance with any applicable federal, state or local laws or with any applicable regulations in connection with its performance of this Agreement. b. Zynga shall indemnify, defend, and hold harmless WPT and its Affiliates, and the respective directors, officers and employees of the foregoing (the WPT Indemnified Parties) from and against any and all third party claims, actions, suits, costs, liabilities, judgments, obligations, losses, penalties, expenses or damages (including, without limitation, reasonable legal fees and expenses) of whatsoever kind and nature imposed on, incurred by or asserted against any of the WPT Indemnified Parties arising out: (i) any breach or alleged breach by Zynga of any representation, warranty or covenant made by Zynga pursuant to this Agreement; or (ii) Zynga's non-compliance with any applicable federal, state or local laws or with any applicable regulations in connection with its performance of this Agreement. c. In order to seek or receive indemnification hereunder in cases involving third-party claims the party seeking indemnification (the Indemnified Party) must have promptly notified the other (the Indemnifying Party) of any claim or litigation of which the Indemnified Party is aware and to which the indemnification relates; and the Indemnified Party must reasonably cooperate with Indemnifying Party in the defense or settlement of such claim or litigation. With regard to any claim or litigation to which the Indemnifying Party itself is not a party, the Indemnifying Party must have afforded the Indemnified Party the opportunity to participate in any compromise, settlement, litigation or other resolution or disposition of such claim or litigation. 6. TERMINATION a. Each party shall have the right at any time to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to the provisions of this Agreement or otherwise in law or in equity or otherwise, upon the occurrence of any one or more of the following events: i. The other party breaches or fails to perform any of its material obligations provided for in this Agreement; ii. The other party is unable to pay its debts when due, or makes any assignment for the benefit of creditors, or files any petition under the bankruptcy or insolvency laws of any jurisdiction, county or place, or has or suffers a receiver or trustee to be appointed for its business or property, or is adjudicated a bankrupt or an insolvent; or iii. The other party asserts any rights in or to the terminating party's intellectual property in violation of this Agreement. a. In the event that any of these events of default should occur and a party elects to exercise its right to terminate this Agreement, such party shall give notice of termination in writing to the other party, which notice shall specify in reasonable detail the event(s) of default that give rise to such termination. The other party shall have thirty (30) days from the effective date of such notice in which to correct any such default(s) (except those which are not curable), and failing such correction by the end of such thirty (30) day cure period, this Agreement shall thereupon immediately terminate. 7. RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION. Upon expiration or termination of this Agreement: a. All rights granted to WPT by Zynga shall immediately revert to Zynga, and WPT shall promptly cease any and all marketing and promotional activities using Zynga's Licensed Property. b. All rights granted to Zynga by WPT shall immediately revert to WPT, and Zynga shall promptly cease any and all marketing and promotional activities using WPT's Licensed Property. c. Notwithstanding the foregoing, for each end user that previously downloaded a Zynga game that includes WPT's Licensed Property, and stored such Zynga game within such end user's device, WPT grants a license and right to continue to use, activate, operate, perform, store, use and display that game on the end user's device in perpetuity at no additional charge; provided, however, that Zynga shall use best efforts to offer end users updates to its games which no longer include WPT's Licensed Property after the Term. d. Notwithstanding any termination of this Agreement, nothing herein will obligate Zynga, any users of a Zynga game that includes WPT's Licensed Property or any third party platform or distribution partners to remove from the publicly available content regarding Zynga services or any user accounts with Zynga, any of the references to user interactions, experience points, achievements, item purchases or other engagements or metrics in the Zynga game(s) that were generated prior to the expiration or termination of this Agreement.
7
Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019
e. Notwithstanding any termination of this Agreement, any Approved Content that includes Zynga's Licensed Property may remain in perpetuity in any media in which such Licensed Property was integrated into during the Term (e.g., televised WPT Tournaments or WPT Invitational Tournaments, social media posts, repurposed integrations for best of television programs) or for historical purposes (e.g., reference on WPT's website that Zynga-sponsored tour events took place as part of the tour). f. Sections 1, 3-7, and 8-10 of the Additional Provisions shall survive termination or expiration of this Agreement. 8. CONFIDENTIALITY. The parties acknowledge and agree that the subject matter of this Agreement constitutes Business Purpose and this Agreement and any Exhibits hereunder are Confidential Information of the parties as defined as Information in the Non- Disclosure Agreement between the parties dated August 24, 2017, and accordingly the restrictions relating to confidentiality and use thereof provided in the Non-Disclosure Agreement apply to any party's Confidential Information disclosed pursuant to this Agreement. In the event of a conflict between the Non-Disclosure Agreement and this Agreement, the terms of this Agreement will govern. 9. INDEPENDENT CONTRACTORS. The parties are independent contractors with respect to each other and nothing herein shall create any association, partnership, joint venture or agency relationship between them. Neither party shall have the right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons. 10. MISCELLANEOUS a. Insurance. Each party agrees to carry liability insurance sufficient to cover the risks posed under this Agreement. b. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together but one and the same document. c. Notices. All notices and other communications given hereunder shall be in writing and shall be sent by courier service, express mail, personal delivery or mail to the respective addresses of the parties set forth above (or at such other address as such party may designate by notice to the other party). A copy of any notice to WPT shall also be sent to WPT Enterprises, Inc., ATTN: Legal, 1920 Main Street, Suite 1150, Irvine, CA 92614. A copy of any notice to Zynga shall also be sent to Office of the General Counsel, Zynga Inc., 699 8th Street, San Francisco, CA 94103 with a copy to legalnotices@zynga.com. Notice shall be deemed given as follows: upon delivery if sent by courier service, express mail or personal delivery; and five (5) days after the date of mailing, postage prepaid, certified or registered mail if sent by mail. d. Entire Agreement. This Agreement contains the full and complete understanding between the parties hereto with respect to the license granted hereunder and supersedes all prior agreements and understandings, whether written or oral, pertaining thereto. This Agreement cannot be modified except by a written instrument signed by each party hereto. e. Waiver. No waiver of any term or condition of this Agreement shall be construed as a waiver of any other term or condition and no waiver of any default under this Agreement shall be construed as a waiver of any other default. f. Force Majeure. In the event that either party is prevented from engaging in the marketing and promotional activities in Exhibit A manufacturing, distributing or selling the Licensed Property because of any act of God; unavoidable accident; fire, epidemic; strike, lockout, or other labor dispute; war, riot or civil commotion; act of public enemy; enactment of any rule, law, order or act of government or governmental instrumentality (whether federal, state, local or foreign); or other cause beyond such party's control, and such condition continues for a period of two (2) months or more, either party hereto shall have the right to terminate this Agreement effective at any time during the continuation of such condition by giving the other party at least thirty (30) days' notice to such effect. In such event, all payments made shall become immediately due and payable and this Agreement shall be automatically terminated. g. Governing Law and Forum. This Agreement will for all purposes be governed by and interpreted in accordance with the laws of the State of California without giving effect to any conflict of laws principles that require the application of the laws of a different state. Each of the parties hereto (i) irrevocably agrees that the federal and state courts in the Northern District of California shall have sole and exclusive jurisdiction over any suit or other proceeding arising out of or based upon this Agreement, (ii) submits to the venue and jurisdiction of such courts, and (iii) irrevocably consents to personal jurisdiction by such courts. h. Assignment. This Agreement shall bind and inure to the benefit of each party, its successors and assigns. Without the prior written consent of the other party, neither party shall assign or transfer any of its rights or obligations hereunder, in whole or in part, to any third party, and any purported assignment without such prior written consent shall be null and void and of no force and effect; except that notice, but no consent shall be required for such assignment or transfer in connection with an internal reorganization or sale of the transferring party, including by merger or other business combination, or a sale of substantially all of the assets of the transferring party. None of either party's rights hereunder shall devolve by operation of law or otherwise upon any receiver, liquidator, trustee or other party. i. Severability. In case any one or more of the terms contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining terms shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable terms with valid terms the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable terms.
8
Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019
EXHIBIT A MARKETING AND PROMOTIONAL ACTIVITIES (the parties mutually agree to provide additional details and commitments) BY WPT: WPT shall promote the Zynga brand in the following activities: ● Prominent display of the Zynga or Zynga Poker brand in WPT Tournaments and WPT Invitational Tournaments, subject to venue approval, network approval and inventory space given existing sponsorship deals BY ZYNGA: Zynga shall promote the WPT brand in the following activities: ● Creation of a WPT-branded Zynga Poker Tournament Mode playable in the Zynga Poker game or other such use of the WPT brand on the Zynga platform as Zynga determines
9
Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019
EXHIBIT B LICENSED PROPERTY (the parties mutually agree to provide additional details on allowable IP) WPT MARKS: ● WPT® ● WORLD POKER TOUR® ZYNGA MARKS: ● ZYNGA® ● ZYNGA POKER®
10
Source: ALLIED ESPORTS ENTERTAINMENT, INC., 8-K, 8/15/2019
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
|
10218
|
task1608_xquad_en_answer_generation
|
task1608-7530c3d5a5c94e479e7f3fa4aa2ea1df
|
Answer the question from the given passage. Your answer should be directly extracted from the passage, and it should be a single entity, name, or number, not a sentence.
Passage: Jacksonville has suffered less damage from hurricanes than most other east coast cities, although the threat does exist for a direct hit by a major hurricane. The city has only received one direct hit from a hurricane since 1871; however, Jacksonville has experienced hurricane or near-hurricane conditions more than a dozen times due to storms crossing the state from the Gulf of Mexico to the Atlantic Ocean, or passing to the north or south in the Atlantic and brushing past the area. The strongest effect on Jacksonville was from Hurricane Dora in 1964, the only recorded storm to hit the First Coast with sustained hurricane-force winds. The eye crossed St. Augustine with winds that had just barely diminished to 110 mph (180 km/h), making it a strong Category 2 on the Saffir-Simpson Scale. Jacksonville also suffered damage from 2008's Tropical Storm Fay which crisscrossed the state, bringing parts of Jacksonville under darkness for four days. Similarly, four years prior to this, Jacksonville was inundated by Hurricane Frances and Hurricane Jeanne, which made landfall south of the area. These tropical cyclones were the costliest indirect hits to Jacksonville. Hurricane Floyd in 1999 caused damage mainly to Jacksonville Beach. During Floyd, the Jacksonville Beach pier was severely damaged, and later demolished. The rebuilt pier was later damaged by Fay, but not destroyed. Tropical Storm Bonnie would cause minor damage in 2004, spawning a minor tornado in the process. On May 28, 2012, Jacksonville was hit by Tropical Storm Beryl, packing winds up to 70 miles per hour (113 km/h) which made landfall near Jacksonville Beach. Question: How fast were the winds around St. Augustine in the 1964 hurricane?
|
110 mph
|
task283_dream_incorrect_answer_generation
|
task283-27738d0d03ee4cd59f3b86de62b9d220
|
In this task, you will be shown a conversation and a question. You need to write an implausible answer to the question. Even though there exist multiple wrong answers, we only need a single wrong answer. "W" and "M" in the conversations stand for "woman" and "man".
W: Hello. Good evening. M: Hello, may I please speak to George Hatton? W: To whom, did you say? M: George Hatton. W: I'm sorry but no one of that name lives here. What number are you calling? M: 123-4567. W: That's our number all right but no Mr. Hatton lives here. This is the Smith residence. M: Oh, I must have the wrong number. I'm terribly sorry. W: That's all right. I hope you find Mr. Hatton. Good-bye. M: Good-bye and thank you., Question: Why couldn't the man find the person he wanted?
|
Mr. Hatton was out for dinner.
|
task405_narrativeqa_question_generation
|
task405-dc2ff312a7934367aaac2850912d5ac9
|
You will be given a summary of a story. You need to create a question that can be answered from the story. You can create a question about characters, events, facts and beliefs, etc. Your question should be specific, try not to use pronouns instead of full names. As the stories are sometimes movie plots, they will contain actor names in parentheses. You should not use those names. Only use character names. Try to ask a question about all parts of the plot, not just the beginning.
The novel is a story of English social and political life. William Ashe is a rich, handsome, and successful politician, and heir to the title of Earl of Tranmore. Ashe falls for Lady Kitty Bristol, the eighteen-year-old daughter of Madam d'Estrees, whose charm draws many influential men and overcomes any questions about her reputation. Ashe proposes to her just three weeks after they meet, and she accepts though she warns him that her temper and uncontrollable nature may cause him to regret asking.
Three years later, the couple are settled in London, with Kitty heavily involved in the London social scene. They have one son, who is physically disabled. Kitty's social activities start to affect Ashe's political career; she strains Ashe's relationship with Lord Parham, the prime minister, and also flirts with the dashing but unprincipled Geoffrey Cliffe. After their child dies, Kitty is left a physical wreck and goes with Ashe to Italy to try to recover her health. Kitty meets Cliffe in Italy and runs off with him, while Ashe is in England trying to suppress a salacious book Kitty has written. Two years later, Ashe comes upon Kitty unexpectedly at a small inn in the Alps. Kitty has had many hardships, but dies in the comfort of Ashe's presence.
|
What title is Ashe the heir to?
|
task820_protoqa_answer_generation
|
task820-509ee2c4bb2c460e9c4f358bb93ff082
|
Write a correct answer for the question. You should reason about prototypical situations and provide the correct answer. Avoid answers that provide incomplete justification for the question.
what job might a mom be asking of her husband when she passes the baby and says "your turn"?
|
feed baby
|
task629_dbpedia_14_classification
|
task629-143a8b5d6e6249aea266721955a6b89b
|
In this task, you are given a text which is the body of a document. Your job is to classify the topic of the document into these categories: 1)Company, 2)Educational Institution, 3)Artist, 4)Athlete, 5)Office Holder, 6)Mean of transportation, 7)Building, 8)Natural place, 9)Village, 10)Animal, 11)Plant, 12)Album, 13)Film, 14)Written work. Your output should be the category number. Don't generate anything apart from numbers 1-14.
Text: Four Compositions (Quartet) 1983 is an album by American saxophonist and composer Anthony Braxton recorded in 1983 for the Italian Black Saint label.
|
12
|
task146_afs_argument_similarity_gun_control
|
task146-868a0fcf63ab4959b5b73b280e5e8cfd
|
We would like you to classify each of the following sets of argument pairs (discussing Gun Control) into either SIMILAR or NOT SIMILAR. A pair of arguments is considered SIMILAR if the arguments are about the same FACET (making the same argument), and is considered NOT SIMILAR if they do not have the same FACET. A FACET is a low level issue that often reoccurs in many arguments in support of the author's stance or in attacking the other author's position.
Sent1: Federal law doesn't give them authority to require sale reports of multiple shotgun and rifle sales, only handguns.
Sent2: The manufacturer tells them who the gun was shipped to, the dealer is contacted, and the dealer informs the ATF or the police of who the gun was sold to and when.
|
Not similar
|
task105_story_cloze-rocstories_sentence_generation
|
task105-9bd5aabf986c455b839e8e01c41c6197
|
In this task, you're given a four sentences of story written in natural language. Your job is to complete end part of the story by predicting appropriate last sentence which is coherent with the given sentences.
Sentence1: Nick wanted to build muscle. Sentence2: So he went to the store to buy some weights. Sentence3: He immediately began a daily workout regimen with the weights. Sentence4: Nick lifted weights every day for a year.
|
A year later he is now very muscular.
|
task303_record_incorrect_answer_generation
|
task303-d47ef24fbf2a4a33b79f77068082bb4f
|
In this task, you will be presented with a passage, and you need to write an **implausible** answer to to fill in the place of "_". Your answer should be incorrect, but should not be out of context. Try using words that are related to the context of the passage, but are not the correct answer. Even though there exist multiple wrong answers, we only need a single wrong answer.
A new mom has spoken of her horror after her baby son was taken from her home by officials and given to an adoptive mother - despite the fact she had changed her mind before the infant's birth. Kimberly Rossler, 25, from Mobile, Alabama, decided to contact a local adoption agency after discovering she was pregnant with her 'on-off' boyfriend Greg's baby in October last year. She reportedly phoned up the non-profit organization, Adoption Rocks, and was put in touch with attorney, Donna Ames, who informed her that she had 'the perfect' mother in mind for her child. In subsequent days, Kimberly was introduced to the adoptive mother - Katherine 'Kate' Gilliard Sharp, a 'single businesswoman' from Birmingham - and agreed for her to adopt her unborn son.Kimberly Rossler, 25, from Mobile, Alabama, fell pregnant in October 2014She agreed for Katherine 'Kate' Sharp to adopt her baby son, James ElliotAt time, she says adoption attorney told her 'nothing was final until birth'She was 'led to believe' she had 5 days after delivery to withdraw consentA few months later, Kimberly told Kate and lawyer she wished to keep sonAttorney allegedly refused to tell her how she could back out of adoptionThree weeks after baby's May 27 birth, deputies handed him over to KateNow, Kimberly is taking legal action in bid to have her son returned to her
Question:After Donna was also told of _'s worries, she apparently found the pregnant woman a counselor, who helped her to rebuild her self-esteem and enabled her to see herself as a parent.
|
Attorney
|
task333_hateeval_classification_hate_en
|
task333-82c96010a3b740dfbe330b5a2139fa67
|
In this task, you are given a post in English from online platforms. You are expected to identify whether the post is hateful against immigrants and women. A hateful post expresses hate or encourages violence towards a person or a group. If a post is hateful but not towards immigrants and women, it should be labeled as non-hateful. Answer "hateful" or "Non-hateful". Note that the URLs in the text have been replaced with [Link].
Post: When you wait to have sex till you're married and you realize the pussy is garbage [Link]
|
Hateful
|
task1502_hatexplain_classification
|
task1502-e9fd077ccdb8441c860b7bb71a6c1448
|
The input is a tweet which can be classified as Hate Speech, Offensive or Normal. Given such a tweet, output the class the tweet belongs to. Hate Speech will contain threatening language towards the community targeted. Offensive language will contain abusive or discriminatory language towards the community targeted.
i thought there was lots of passages in the qur an that showed mohammad was bi sexual at least i mean pakistan sees mohammad as the perfect male and so pakistanis visits male prostitutes regularly and or pick up street children for homosexual rape
|
Offensive
|
task196_sentiment140_answer_generation
|
task196-f81c968e61cb42ce920b080ad415a2e9
|
In this task, you are given a text from tweets and a boolean question whether this tweet has positive sentiment or negative sentiment. Your task is to generate answer "yes" when the tweet has that particular sentiment, otherwise generate answer "no".
Tweet: @juliaakim i wanna c your haircut Question: is it a positive tweet?
|
yes
|
task303_record_incorrect_answer_generation
|
task303-4ea32585feb64deea55ed2ae2e7ff158
|
In this task, you will be presented with a passage, and you need to write an **implausible** answer to to fill in the place of "_". Your answer should be incorrect, but should not be out of context. Try using words that are related to the context of the passage, but are not the correct answer. Even though there exist multiple wrong answers, we only need a single wrong answer.
(CNN) The United States is trying to verify that an airstrike recently killed a high-ranking ISIS commander, and the Pentagon confirmed Wednesday that in a separate action it took out a commander of the Pakistani Taliban who was responsible for the deaths of more than 130 children. U.S. warplanes targeted senior ISIS operative Omar al-Shishani in Iraq in the past few days, some four months after the coalition first thought it had killed him in Syria, according to two U.S. officials. The United States is still trying to confirm they got him this time, the U.S. officials said. Al-Shishani, also known as "Omar the Chechen," was targeted by an airstrike near Qarayyah, Iraq, south of Mosul, the officials said. But they would not speak publicly until it's certain this time that he is dead. If he has been killed in Iraq, it's a sign that top ISIS operatives are still able to move around the region with some degree of freedom.U.S. thought it killed him months ago in SyriaKnown as "Omar the Chechen," he was one of ISIS' top commanders
Question:The Amaq report did not say when or how al-_ was killed.
|
U.S.
|
task413_mickey_en_sentence_perturbation_generation
|
task413-91c9812a493040a99c1688e9b41a4b4b
|
Given a sentence, generate a new sentence by performing small changes on the sentence. Here, make sure that the changes are semantically related and syntactically similar to the input. And the generated sentence should have high commonsense plausibility, that is to have reasonable probability of it being true.
In general , children often attack their mother more than their community .
|
In general , children notoriously love their mother more than their father .
|
task1205_atomic_classification_isafter
|
task1205-41108b54e70b4fc79c3f57d2ab812228
|
In this task, you are given two phrases: Head and Tail, separated with <sep>. The Head and the Tail events are short phrases possibly involving participants. The names of specific people have been replaced by generic words (e.g., PersonX, PersonY, PersonZ). PersonX is always the subject of the event. You have to determine whether the Head happens after the Tail or not. Classify your answers into "Yes" and "No". The phrase may also contain "___", a placeholder that can be an object, a person, and/or an action.
Head: PersonX loses interest<sep>Tail: PersonX starts playing tetris
|
Yes
|
task268_casehold_legal_answer_generation
|
task268-cb02934b894e49e1a46846dc9ffb5dec
|
In this task, you will be shown a prompt from a judicial decision and multiple holding statements derived from citations following text in a legal decision. Holdings represent the governing legal rule when the law is applied to a particular set of facts. There are five answer choices for each citing text. The correct answer is the holding statement that corresponds to the citing text. The four incorrect answers are other holding statements. You should find the correct option. There is a <HOLDING> token in the position of the citing text prompt where the holding statement was extracted.
that RM Kids’s claim was excluded because it suffered “no loss or damage.” Furthermore, as discussed at length in Division 1, supra, Old Republic contends that even if RM Kids has a valid title defect claim, a bona fide dispute exists as to whether the date of any loss, for the purpose of measuring damages, was the date that Peachtree Bank closed on the subject loan rather than the date RM Kids foreclosed on the subject property. And indeed, as we held in Division 1, supra, Old Republic’s contention in this regard was perfectly reasonable. In fact, it proved to be correct. Given these particular circumstances, Old Republic had a reasonable basis to refuse RM Kids’s demand. And as a result, the trial court did not err in granting Old Republic’s motion for summary judgment on this (4)
Holding statements: (A) holding that payment under settlement agreement between insurer and insureds concerning disputed premium claims was a compromise that did not violate antirebate statute (B) holding that an agreement between insurer and insureds whereby insurer reimbursed insureds for costs of providing insurers administrative services did not violate antirebate statutes where agreements were not offered as an inducement to purchase insurance and reimbursements were reasonable in comparison to services rendered (C) holding that in a dispute between insurer and insured in which the insurer admitted liability hut disputed the amount of damages it was only after entry of a judgment upon that verdict that the claim became liquidated (D) holding that insured may recover attorneys fees from insurer where insurer acts in bad faith (E) holding that insureds demand to insurer was liquidated when insurer did not point to any evidence at trial in support of its contention that damages were disputed
|
(E)
|
task074_squad1.1_question_generation
|
task074-f0927a81b93e4b76826403e3b17dad0f
|
This task is about reading the given passage and construct a question about the information present in the passage. Construct a question in such a way that (i) it is unambiguous, (ii) it is answerable from the passage, (iii) its answer is unique (iv) its answer is a continuous text span from the paragraph. Avoid creating questions that (i) can be answered correctly without actually understanding the paragraph and (ii) uses same words or phrases given in the passage.
Glass was used extensively during the Middle Ages. Anglo-Saxon glass has been found across England during archaeological excavations of both settlement and cemetery sites. Glass in the Anglo-Saxon period was used in the manufacture of a range of objects including vessels, beads, windows and was also used in jewelry. From the 10th-century onwards, glass was employed in stained glass windows of churches and cathedrals, with famous examples at Chartres Cathedral and the Basilica of Saint Denis. By the 14th-century, architects were designing buildings with walls of stained glass such as Sainte-Chapelle, Paris, (1203–1248) and the East end of Gloucester Cathedral. Stained glass had a major revival with Gothic Revival architecture in the 19th-century. With the Renaissance, and a change in architectural style, the use of large stained glass windows became less prevalent. The use of domestic stained glass increased until most substantial houses had glass windows. These were initially small panes leaded together, but with the changes in technology, glass could be manufactured relatively cheaply in increasingly larger sheets. This led to larger window panes, and, in the 20th-century, to much larger windows in ordinary domestic and commercial buildings.
|
What did technological changes allow regular homes to have?
|
task599_cuad_question_generation
|
task599-112c5282df2e44359f299f79fcb8de26
|
In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
ALAMOGORDO FINANCIAL CORPORATION 1,101,643 Shares
COMMON STOCK (Par Value $.0l Per Share)
Subscription Price $10.00 Per Share
AGENCY AGREEMENT
___________ __, 2000
Charles Webb & Company, a Division of Keefe, Bruyette & Woods, Inc. 211 Bradenton Avenue Dublin, Ohio 43017
Ladies and Gentlemen:
Alamogordo Financial Corporation, a federal corporation (the Company), AF Mutual Holding Company (the MHC) and Alamogordo Federal Savings and Loan Association, a federally chartered stock savings and loan association (the Bank) with its deposit accounts insured by the Savings Association Insurance Fund (SAIF) administered by the Federal Deposit Insurance Corporation (FDIC), hereby confirm, jointly and severally, their agreement with Charles Webb & Company, a Division of Keefe, Bruyette & Woods, Inc. (the Agent), as follows:
Section 1. The Offering. In accordance with the Stock Issuance Plan adopted by its Board of Directors (the Plan), the Company will offer and sell up to 1,101,643 shares of its common stock, par value, $.01 per share (the Shares or Common Stock), in a subscription offering (the Subscription Offering) to (1) depositors of the Bank with account balances of $50.00 or more as of September 30, 1998 (Eligible Account Holders), (2) the Employee Stock Ownership Plan of the Bank (the ESOP), (3) depositors of the Bank with account balances of $50.00 or more as of December 31, 1999 (Supplemental Eligible Account Holders), and (4) employees, officers and directors of the Bank. To the extent Shares remain unsold in the Subscription Offering, the Company is offering for sale in a community offering (the Community Offering and when referred to together with the Subscription Offering, the Subscription and Community Offering) the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public, with preference given to natural persons residing in the New Mexico counties of Otero and Lincoln
(Other Subscribers), (all such offerees being referred to in the aggregate as Eligible Offerees). It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a best efforts basis through a selected dealers arrangement (the Syndicated Community Offering) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the Offering). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. The Company will issue the Shares at a purchase price of $10.00 per share (the Purchase Price).
The Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1 (File No. 333- ) (the Registration Statement) containing a prospectus relating to the Offering for the registration of the Shares under the Securities Act of 1933 (the 1933 Act), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term Registration Statement shall include all exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the Prospectus, except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the 1933 Act Regulations) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the term Prospectus shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission.
In accordance with Title 12, Parts 575 and 563b of the Code of Federal Regulations (the MHC Regulations), the Company has filed with the Office of Thrift Supervision (the OTS) an Application on Form MHC-2 with respect to the stock issuance (the MHC Application), including the Prospectus and the Valuation Appraisal Report prepared by RP Financial, LC (the Appraisal) and has filed such amendments thereto as may have been required by the OTS. The MHC Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS.
Section 2. Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Company and the Bank have retained the Agent to consult with and to advise the Bank, the MHC and the Company, and to assist the Company, on a best efforts basis, in the distribution of the shares of Common Stock in the Offering. The services that the Agent will provide include, but are not limited to (i) training the employees of the Bank who will perform certain ministerial functions in the Subscription and Community Offering regarding the mechanics and regulatory requirements of the stock offering process, (ii) managing the Stock Information Center by assisting interested stock subscribers and by keeping records of all stock orders and (iii) preparing marketing materials.
2
On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Company, the MHC and the Bank as to the matters set forth in the letter agreement (Letter Agreement), dated November 29, 1999 between the Company and the Agent (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Company, the MHC and the Bank that the Agent shall not be required to take or purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders.
The obligations of the Agent pursuant to this Agreement (other than those set forth in Sections 2(d), 8 and 9 hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than the date (the End Date) which is 45 days after the Closing Date (as hereinafter defined). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Company, the MHC, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms.
In the event the Company is unable to sell a minimum of 708,050 Shares within the period herein provided, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares, the full amount which it may have received from them plus accrued interest as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 6, 8 and 9 hereof.
In the event the Offering is terminated, the Agent shall be reimbursed for its actual accountable out-of-pocket expenses.
If all conditions precedent to the consummation of the Offering, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and their counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the Closing Date.
The Agent shall receive the following compensation for its services hereunder:
3
(a) A management fee of $25,000, payable in four installments of $6,250 on November 29 and December 29, 1999 and January 29 and February 29, 2000. Should the Offering be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which the termination occurred.
(b) A Success Fee of $75,000.
(c) If any of the shares remain available after the Subscription and Community Offerings, at the request of the Bank, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of such Common Stock on a best efforts basis, subject to the terms and conditions set forth in the selected dealers agreement. the Agent will endeavor to distribute the Common Stock among dealers in a fashion which best meets the distribution objectives of the Bank and the Plan. the Agent will be paid a fee not to exceed 5.5% of the aggregate Purchase Price of the Shares sold by them. the Agent will pass onto selected broker-dealers,
who assist in the syndicated community, an amount competitive with gross underwriting discounts changed at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by the Bank upon consultation with the Agent. In the event, with respect to any purchases of Shares, fees are paid pursuant to this subparagraph 2(c), such fees shall be in lieu of, and not in addition to, payment pursuant to subparagraph 2(a) and 2(b).
(d) The Company will bear those expenses of the proposed offering customarily borne by issuers, including, without limitation, regulatory filing fees, Blue Sky, and NASD filing and registration fees; the fees of the Company's accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the Offering; the fees set forth in Section 2; and fees for Blue Sky legal work. If the Agent incurs expenses on behalf of the Company, the Company will reimburse the Agent for such expenses.
The Agent shall be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers. The Agent shall also be reimbursed for its fees of underwriter's counsel (including counsel's out-of-pocket expenses) not to exceed $35,000. The selection of such counsel will be done by the Agent, after consultation with the Bank.
Section 3. Prospectus; Offering. The Shares are to be initially offered in the Offering at the Purchase Price as defined and set forth on the cover page of the Prospectus.
4
Section 4. Representations and Warranties of the Company, the MHC and the Bank. The Company, the MHC and the Bank jointly and severally represent and warrant to and agree with the Agent as follows:
(a) The Registration Statement which was prepared by the Company, the MHC and the Bank and filed with the Commission was declared effective by the Commission on __________ __, 2000. At the time the Registration Statement, including the Prospectus contained therein (including any amendment or supplement), became effective, the Registration Statement contained all statements that were required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), and any information regarding the Company or the MHC or the Bank contained in Sales Information (as such term is defined in Section 8 hereof) authorized by the Company, the MHC or the Bank for use in connection with the Offering, did not 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, in light of the circumstances under which they were made, not misleading, and at the time any Rule 424(b) or (c) Prospectus was filed with the Commission and at the Closing Date referred to in Section 2, the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), and any information regarding the Company, the MHC or the Bank contained in Sales Information (as such term is defined in Section 8 hereof) authorized by the Company, the MHC or the Bank for use in connection with the Offering will contain all statements that are required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 4(a) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company, the MHC or the Bank by the Agent or its counsel expressly regarding the Agent for use in the Prospectus or statements in or omissions from any Sales Information or information filed pursuant to state securities or blue sky laws or regulations regarding the Agent.
(b) The MHC Application which was prepared by the Company, the MHC and the Bank and filed with the OTS was approved by the OTS on ___________ ___, 2000, and the related Prospectus has been authorized for use by the OTS. At the time of the approval of the MHC Application, including the
5
Prospectus (including any amendment or supplement thereto), by the OTS and at all times subsequent thereto until the Closing Date, the MHC Application, including the Prospectus (including any amendment or supplement thereto), will comply in all material respects with the MHC Regulations, except to the extent waived in writing by the OTS. The MHC Application, including the Prospectus (including any amendment or supplement thereto), does not include any 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, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 4(b) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Company, the MHC or the Bank by the Agent or its counsel expressly regarding the Agent for use in the Prospectus contained in the MHC Application or statements in or omissions from any sales information.
(c) The Company and the MHC have registered with the OTS as savings and loan holding companies under the Home Owners' Loan Act, as amended (HOLA).
(d) No order has been issued by the OTS or the FDIC (hereinafter any reference to the FDIC shall include the SAIF) preventing or suspending the use of the Prospectus, and no action by or before any such government entity to revoke any approval, authorization or order of effectiveness related to the Offering is, to the best knowledge of the Company, the MHC or the Bank, pending or threatened.
(e) The MHC is and, as of the Closing Date, will continue to be duly organized and validly existing as a federally chartered mutual holding company under the laws of the United States, duly authorized to conduct its business and own its property as described in the Registration Statement and the Prospectus; as of the Closing Date, the MHC will have obtained all licenses, permits and other governmental authorizations required for the conduct of its business except those that individually or in the aggregate would not materially adversely affect the financial condition, earnings, capital, assets or properties of the Company, MHC and Bank taken as a whole; as of the Closing Date, all such licenses, permits and governmental authorizations will be in full force and effect and the MHC will be in compliance therewith in all material respects; as of the Closing Date, the MHC will be duly qualified as a foreign corporation to transact business in each jurisdiction in which the failure to be so qualified in one or more of such jurisdictions would have a material adverse effect on the financial condition, earnings, capital, assets, properties or business of the Company, MHC and Bank considered as one enterprise.
6
(f) The MHC does not own any equity securities or any equity interest in any business enterprise except as described in the Prospectus.
(g) The MHC is not authorized to issue any shares of capital stock.
(h) At the Closing Date, the Plan will have been adopted by the Boards of Directors of the Company, the MHC and the Bank and approved by the members of the Bank, and the offer and sale of the Shares will have been conducted in all material respects in accordance with the Plan, the MHC Regulations, and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Offering imposed upon the Company, the MHC or the Bank by the OTS, the Commission, or any other regulatory authority and in the manner described in the Prospectus. No person has sought to obtain review of the final action of the OTS in approving the Plan or in approving the MHC Application, or any other statute or regulation.
(i) The Bank has been organized and is a validly existing federally chartered savings and loan association in capital stock form of organization, duly authorized to conduct its business and own its property as described in the Registration Statement and the Prospectus; the Bank has obtained all material licenses, permits and other governmental authorizations currently required for the conduct of its business; all such licenses, permits and governmental authorizations are in full force and effect, and the Bank is in all material respects complying with all laws, rules, regulations and orders applicable to the operation of its business; the Bank is existing under the laws of the United States and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership of property or leasing of property or the conduct of its business requires such qualification, unless the failure to be so qualified in one or more of such jurisdictions would not have a material adverse effect on the condition, financial or otherwise, or the business, operations or income of the Bank. The
Bank does not own equity securities or any equity interest in any other business enterprise except as described in the Prospectus or as would not be material to the operations of the Bank. Upon completion of the sale by the Company of the Shares contemplated by the Prospectus, (i) all of the issued and outstanding capital stock of the Bank will be owned by the Company, (ii) the Company will have no direct subsidiaries other than the Bank, and (iii) the Company will be a majority-owned subsidiary of the MHC. The Offering will have been effected in all material respects in accordance with all applicable statutes, regulations, decisions and orders; and, except with respect to the filing of certain post-sale, post-Offering reports, and documents in compliance with the 1933 Act Regulations, the OTS' resolutions or letters of
7
approval, all terms, conditions, requirements and provisions with respect to the Offering imposed by the Commission, the OTS, and the FDIC, if any, will have been complied with by the Company, the MHC and the Bank in all material respects or appropriate waivers will have been obtained and all material notice and waiting periods will have been satisfied, waived or elapsed.
(j) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the United States with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and at the Closing Date the Company will be qualified to do business as a foreign corporation in each jurisdiction in which the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the business, operations or income of the Company. The Company has obtained all material licenses, permits and other governmental authorizations currently required for the conduct of its business; all such licenses, permits and governmental authorizations are in full force and effect, and the Company is in all material respects complying with all laws, rules, regulations and orders applicable to the operation of its business.
(k) The Bank is a member of the Federal Home Loan Bank of Dallas (FHLB- Dallas). The deposit accounts of the Bank are insured by the FDIC up to the applicable limits; and no proceedings for the termination or revocation of such insurance are pending or, to the best knowledge of the Company or the Bank, threatened.
(l) The Company, the MHC and the Bank have good and marketable title to all real property and good title to all other assets material to the business of the Company, the MHC and the Bank, taken as a whole, and to those properties and assets described in the Registration Statement and Prospectus as owned by them, free and clear of all liens, charges, encumbrances or restrictions, except such as are described in the Registration Statement and Prospectus, or are not material to the business of the Company, the MHC and the Bank, taken as a whole; and all of the leases and subleases material to the business of the Company, the MHC and the Bank, taken as a whole, under which the Company, the MHC or the Bank hold properties, including those described in the Registration Statement and Prospectus, are in full force and effect.
(m) The Company and the Bank have received an opinion of their special counsel, Luse Lehman Gorman Pomerenk & Schick with respect to the federal income tax consequences of the Offering and the opinions of
8
____________________ with respect to New Mexico income tax consequences of the Offering; all material aspects of the opinions of Luse Lehman Gorman Pomerenk & Schick and _____________________ are accurately summarized in the Registration Statement and will be accurately summarized in the Prospectus; and further represent and warrant that the facts upon which such opinions are based are truthful, accurate and complete.
(n) The Company, the MHC and the Bank have all such power, authority, authorizations, approvals and orders as may be required to enter into this Agreement, to carry out the provisions and conditions hereof and to issue and sell the Shares to be sold by the Company, as provided herein and as described in the Prospectus except approval or confirmation by the OTS of the final appraisal of the Company. The consummation of the Offering, the execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated have been duly and validly authorized by all necessary corporate action on the part
of the Company, the MHC and the Bank and this Agreement has been validly executed and delivered by the Company, the MHC and the Bank and is the valid, legal and binding agreement of the Company, the MHC and the Bank enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally or the rights of creditors of savings and loan holding companies, the accounts of whose subsidiaries are insured by the FDIC or by general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent if any, that the provisions of Sections 8 and 9 hereof may be unenforceable as against public policy).
(o) The Company, the MHC and the Bank are not in violation of any directive received from the OTS, the FDIC, or any other agency to make any material change in the method of conducting their businesses so as to comply in all material respects with all applicable statutes and regulations (including, without limitation, regulations, decisions, directives and orders of the OTS, and the FDIC) and, except as may be set forth in the Registration Statement and the Prospectus, there is no suit or proceeding or charge or action before or by any court, regulatory authority or governmental agency or body, pending or, to the knowledge of the Company, the MHC or the Bank, threatened, which might materially and adversely affect the Offering, the performance of this Agreement or the consummation of the transactions contemplated in the Plan and as described in the Registration Statement and the Prospectus or which might result in any material adverse change in the condition (financial or otherwise), earnings, capital or properties of the
9
Company, the MHC and the Bank, or which would materially affect their properties and assets.
(p) The financial statements, schedules and notes related thereto which are included in the Prospectus fairly present the consolidated balance sheet, income statement, statement of changes in equity and cash flows of the Bank at the respective dates indicated and for the respective periods covered thereby and comply as to form in all material respects with the applicable accounting requirements of Title 12 of the Code of Federal Regulations and generally accepted accounting principles (including those requiring the recording of certain assets at their current market value). Such financial statements, schedules and notes related thereto have been prepared in accordance with generally accepted accounting principles consistently applied through the periods involved, present fairly in all material respects the information required to be stated therein and are consistent with the most recent financial statements and other reports filed by the Bank with the OTS. The other financial, statistical and pro forma information and related notes included in the Prospectus present fairly the information shown therein on a basis consistent with the audited and unaudited financial statements of the Bank included in the Prospectus, and as to the pro forma adjustments, the adjustments described therein have been properly applied on the basis described therein.
(q) Since the respective dates as of which information is given in the Registration Statement including the Prospectus: (i) there has not been any material adverse change, financial or otherwise, in the condition of the Company, the MHC or the Bank considered as one enterprise, or in the earnings, capital or properties of the Company, the MHC or the Bank, whether or not arising in the ordinary course of business; (ii) there has not been any material increase in the long-term debt of the Bank or in the principal amount of the Bank's assets which are classified by the Bank as substandard, doubtful or loss or in loans past due 90 days or more or real estate acquired by foreclosure, by deed-in-lieu of foreclosure or deemed in-substance foreclosure or any material decrease in retained earnings or total assets of the Bank nor has the Company, the MHC or the Bank issued any securities (other than in connection with the incorporation of the Company) or incurred any liability or obligation for borrowing other than in the ordinary course of business; (iii) there have not been any material transactions entered into by the Company, the MHC or the Bank; (iv) there has not been any material adverse change in the aggregate dollar amount of the Bank's deposits or its consolidated net worth; (v) there has been no material adverse change in the Company's, the MHC's or the Bank's relationship with its insurance carriers, including, without limitation, cancellation or other termination of the Company's, the
10
MHC's or the Bank's fidelity bond or any other type of insurance coverage; (vi) except as disclosed in the Prospectus there has been no material change in management of the Company, the MHC or the Bank, neither of which has any material undisclosed liability of any kind, contingent or otherwise; (vii) the Company, the MHC or the Bank has not sustained any material loss or interference with its respective business or properties from fire, flood, windstorm, earthquake, accident or other calamity, whether or not covered by insurance; (viii) the Company, the MHC or the Bank is not in default in the payment of principal or interest on any outstanding debt obligations; (ix) the capitalization, liabilities, assets, properties and business of the Company, the MHC and the Bank conform in all material respects to the descriptions thereof contained in the Prospectus; and (x) neither the Company, the MHC nor the Bank has any material contingent liabilities, except as set forth in the Prospectus. All documents made available to or delivered or to be made available to or delivered by the Bank, the MHC or the Company or their representatives in connection with the issuance and sale of the Shares, including records of account holders, depositors and other members of the Bank, or in connection with the Agent's exercise of due diligence, except for those documents which were prepared by parties other than the Bank, the MHC, the Company or their representatives, to the best knowledge of the Bank, the MHC and the Company, were on the dates on which they were delivered, or will be on the dates on which they are to be delivered, true, complete and correct in all material respects.
(r) As of the date hereof and as of the Closing Date, neither the Company, the MHC nor the Bank is (i) in violation of its articles of incorporation or charter or bylaws, respectively, or (ii) in default in the performance or observance of any material obligation, agreement, covenant, or condition contained in any material contract, lease, loan agreement, indenture or other instrument to which it is a party or by which it or any of its property may be bound; the consummation of the Offering, the execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated have been duly and validly authorized by all necessary corporate action on the part of the Company, the MHC and the Bank and this Agreement has been validly executed and delivered by the Company, the MHC and the Bank and is a valid, legal and binding Agreement of the Company, the MHC and the Bank enforceable in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally or the rights of creditors of federal savings institutions, (ii) general equitable principles, (iii) laws relating to the safety and soundness of insured depository institutions, and (iv) applicable
11
law or public policy with respect to the indemnification and/or contribution provisions contained herein, and except that no representation or warranty need be made as to the effect or availability of equitable remedies or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law). The consummation of the transactions herein contemplated will not: (i) conflict with or constitute a breach of, or default under, or result in the creation of any material lien, charge or encumbrance upon any of the assets of the Company, the MHC or the Bank pursuant to the articles of incorporation of the Company or the charter and bylaws of the Bank and the MHC, or any material contract, lease or other instrument to which the Company, the MHC or the Bank has a beneficial interest, or any applicable law, rule, regulation or order; (ii) violate any authorization, approval, judgement, decree, order, statute, rule or regulation applicable to the Company, the MHC or the Bank, except for such violations which would not have a material adverse effect on the financial condition and results of operations of the Company, the MHC and the Bank on a consolidated basis; or (iii) result in the creation of any material lien, charge or encumbrance upon any property of the Company, the MHC or the Bank.
(s) No default exists, and no event has occurred which with notice or lapse of time, or both, would constitute a default, on the part of the Company, the MHC or the Bank in the due performance and observance of any term, covenant or condition of any indenture, mortgage, deed of trust, note, bank loan or credit agreement or any other instrument or agreement to which the Company, the MHC or the Bank is a party or by which any of them or any of their property is bound or affected, except such defaults which would not have a material adverse affect on the financial condition or results of operations of the Company, the MHC and the Bank on a consolidated basis; such agreements are in full force and effect; and no other party to any such agreements has instituted or, to the best knowledge of the Company, the MHC and the Bank, threatened any action or proceeding wherein the Company, the MHC or the Bank would or might be alleged to be in default
thereunder.
(t) Upon consummation of the Offering, the authorized, issued and outstanding equity capital of the Company will be within the range set forth in the Prospectus under the caption Capitalization, and no Shares have been or will be issued and outstanding prior to the Closing Date (other than Shares held by the MHC); the Shares will have been duly and validly authorized for issuance and, when issued and delivered by the Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan and in the Prospectus, will be duly and validly issued, fully paid and non-assessable, except for shares purchased by the ESOP with funds
12
borrowed from the Company to the extent payment therefor in cash has not been received by the Company; except to the extent that subscription rights and priorities pursuant thereto exist pursuant to the Plan, no preemptive rights exist with respect to the Shares; and the terms and provisions of the Shares will conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. To the best knowledge of the Company, the MHC and the Bank, upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third-party claimants.
(u) No approval of any regulatory or supervisory or other public authority is required in connection with the execution and delivery of this Agreement or the issuance of the Shares, except for the approval of the Commission, the OTS and any necessary qualification, notification, registration or exemption under the securities or blue sky laws of the various states in which the Shares are to be offered, and except as may be required under the rules and regulations of the NASD.
(v) The Accounting & Consulting Group L.L.P. which has certified the consolidated audited financial statements and schedules of the Bank included in the Prospectus, has advised the Company, the MHC and the Bank in writing that they are, with respect to the Company, the MHC and the Bank, independent public accountants within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants and Title 12 of the Code of Federal Regulations and Section 571.2(c)(3).
(w) RP Financial LC, which has prepared the Valuation Appraisal Report as of December ___, 1999 (as amended or supplemented, if so amended or supplemented) (the Appraisal), has advised the Company in writing that it is independent of the Company, the MHC and the Bank within the meaning of the MHC Regulations.
(x) The Company, the MHC and the Bank have timely filed all required federal, state and local tax returns; the Company, the MHC and the Bank have paid all taxes that have become due and payable in respect of such returns, except where permitted to be extended, have made adequate reserves for similar future tax liabilities and no deficiency has been asserted with respect thereto by any taxing authority.
(y) The Bank is in compliance in all material respects with the applicable financial record-keeping and reporting requirements of the Currency and
13
Foreign Transactions Reporting Act of 1970, as amended, and the regulations and rules thereunder.
(z) To the knowledge of the Company, the MHC and the Bank, neither the Company, the MHC, the Bank nor employees of the Company, the MHC or the Bank have made any payment of funds of the MHC, the Company or the Bank as a loan for the purchase of the Shares or made any other payment of funds prohibited by law, and no funds have been set aside to be used for any payment prohibited by law.
(aa) Prior to the Offering, neither the Company, the MHC nor the Bank has: (i) issued any securities within the last 18 months (except for notes to evidence other bank loans and reverse repurchase agreements or other liabilities in the ordinary course of business or as described in the Prospectus, and except for any shares issued in connection with the incorporation of the Company); (ii) had any material dealings within the 12 months prior to the date hereof with any member of the NASD, or any person related to or associated with such member, other than discussions and meetings relating to the proposed Offering and routine purchases and sales of United States government and
agency securities; (iii) entered into a financial or management consulting agreement except as contemplated hereunder; and (iv) engaged any intermediary between the Agent and the Company, the MHC and the Bank in connection with the offering of the Shares, and no person is being compensated in any manner for such service. Appropriate arrangements have been made for placing the funds received from subscriptions for Shares in a special interest-bearing account with the Bank until all Shares are sold and paid for, with provision for refund to the purchasers in the event that the Offering is not completed for whatever reason or for delivery to the Company if all Shares are sold.
(bb) The Company, the MHC and the Bank have not relied upon the Agent or its legal counsel or other advisors for any legal, tax or accounting advice in connection with the Offering.
(cc) The Company is not required to be registered under the Investment Company Act of 1940, as amended.
(dd) Any certificates signed by an officer of the Company, the MHC or the Bank pursuant to the conditions of this Agreement and delivered to the Agent or their counsel that refers to this Agreement shall be deemed to be a representation and warranty by the Company, the MHC or the Bank to the Agent as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.
14
Section 5. Representations and Warranties of the Agent.
The Agent represents and warrants to the Company, the MHC and the Bank that:
(i) it is a corporation and is validly existing in good standing under the laws of the State of Ohio and licensed to conduct business in the State of Ohio and it has the full power and authority to provide the services to be furnished to the Bank, the MHC and the Company hereunder.
(ii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms.
(iii) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services.
(iv) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound.
(v) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent's execution and delivery of this Agreement, except as may have been received.
(vi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent's performance of this Agreement.
Section 5.l Covenants of the Company, the MHC and the Bank. The Company, the MHC and the Bank hereby jointly and severally covenant with the Agent as follows:
(a) The Company will not, at any time after the date the Registration Statement is declared effective, file any amendment or supplement to the Registration Statement without providing the Agent and its counsel an opportunity to
15
review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably object.
(b) The MHC and Bank will not, at any time after the MHC Application is approved by the OTS, file any amendment or supplement to such
MHC Application without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably object.
(c) The Company, the MHC and the Bank will use their best efforts to cause any post-effective amendment to the Registration Statement to be declared effective by the Commission and any post-effective amendment to the MHC Application to be approved by the OTS and will immediately upon receipt of any information concerning the events listed below notify the Agent: (i) when the Registration Statement, as amended, has become effective; (ii) when the MHC Application, as amended has been approved by the OTS; (iii) any comments from the Commission, the OTS or any other governmental entity with respect to the Offering or the transactions contemplated by this Agreement; (iv) of the request by the Commission, the OTS or any other governmental entity for any amendment or supplement to the Registration Statement, the MHC Application or for additional information; (v) of the issuance by the Commission, the OTS or any other governmental entity of any order or other action suspending the Offering or the use of the Registration Statement or the Prospectus or any other filing of the Company, the MHC or the Bank under the MHC Regulations, or other applicable law, or the threat of any such action; (vi) the issuance by the Commission, the OTS or any authority of any stop order suspending the effectiveness of the Registration Statement or of the initiation or threat of initiation or threat of any proceedings for that purpose; or (vii) of the occurrence of any event mentioned in paragraph (g) below. The Company, the MHC and the Bank will make every reasonable effort (i) to prevent the issuance by the Commission, the OTS or any state authority of any such order and, if any such order shall at any time be issued, (ii) to obtain the lifting thereof at the earliest possible time.
(d) The Company, the MHC and the Bank will deliver to the Agent and to its counsel two conformed copies of the Registration Statement and the MHC Application, as originally filed and of each amendment or supplement thereto, including all exhibits. Further, the Company, the MHC and the Bank will deliver such additional copies of the foregoing documents to counsel to the Agent as may be required for any NASD and blue sky filings.
16
(e) The Company, the MHC and the Bank will furnish to the Agent, from time to time during the period when the Prospectus (or any later prospectus related to this offering) is required to be delivered under the 1933 Act or the Securities Exchange Act of 1934 (the 1934 Act), such number of copies of such Prospectus (as amended or supplemented) as the Agent may reasonably request for the purposes contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the rules and regulations promulgated under the 1934 Act (the 1934 Act Regulations). The Company authorizes the Agent to use the Prospectus (as amended or supplemented, if amended or supplemented) in any lawful manner contemplated by the Plan in connection with the sale of the Shares by the Agent.
(f) The Company, the MHC and the Bank will comply with any and all material terms, conditions, requirements and provisions with respect to the Offering, and the transactions contemplated thereby, imposed by the Commission, the OTS or the MHC Regulations, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations to be complied with prior to or subsequent to the Closing Date and when the Prospectus is required to be delivered, and during such time period the Company, the MHC and the Bank will comply, at their own expense, with all material requirements imposed upon them by the Commission, the OTS or the MHC Regulations, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, including, without limitation, Rule 10b-5 under the 1934 Act, in each case as from time to time in force, so far as necessary to permit the continuance of sales or dealing in the Common Stock during such period in accordance with the provisions hereof and the Prospectus.
(g) If, at any time during the period when the Prospectus relating to the Shares is required to be delivered, any event relating to or affecting the Company, the MHC or the Bank shall occur, as a result of which it is necessary or appropriate, in the opinion of counsel for the Company, the MHC and the Bank or in the reasonable opinion of the Agent's counsel, to amend or supplement the Registration Statement or Prospectus in order to make the Registration Statement or Prospectus not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, the Company, the MHC and the Bank will immediately so inform the Agent and prepare and file, at their own expense, with the Commission and the OTS and furnish to the Agent a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Registration Statement or Prospectus (in form and substance reasonably satisfactory to the Agent and its counsel after a reasonable time for review) which will amend or supplement the Registration Statement or
Prospectus so that as amended
17
or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading. For the purpose of this Agreement, the Company, the MHC and the Bank each will timely furnish to the Agent such information with respect to itself as the Agent may from time to time reasonably request.
(h) The Company, the MHC and the Bank will take all necessary actions, in cooperating with the Agent, and furnish to whomever the Agent may direct, such information as may be required to qualify or register the Shares for offering and sale by the Company or to exempt such Shares from registration, or to exempt the Company as a broker-dealer and its officers, directors and employees as broker-dealers or agents under the applicable securities or blue sky laws of such jurisdictions in which the Shares are required under the MHC Regulations to be sold or as the Agent and the Company, the MHC and the Bank may reasonably agree upon; provided, however, that the Company shall not be obligated to file any general consent to service of process, to qualify to do business in any jurisdiction in which it is not so qualified, or to register its directors or officers as brokers, dealers, salesmen or agents in any jurisdiction. In each jurisdiction where any of the Shares shall have been qualified or registered as above provided, the Company will make and file such statements and reports in each fiscal period as are or may be required by the laws of such jurisdiction.
(i) The Company, the MHC and the Bank will not sell or issue, contract to sell or otherwise dispose of, for a period of 90 days after the Closing Date, without the Agent's prior written consent, any Common Stock other than the Shares or other than in connection with any plan or arrangement described in the Prospectus, including existing stock benefit plans.
(j) The Company shall register its Common Stock under Section 12(g) of the 1934 Act on or prior to the Closing Date pursuant to the Plan and shall request that such registration be effective prior to or upon completion of the Offering. The Company shall maintain the effectiveness of such registration for not less than three years or such shorter period as may be required by the OTS.
(k) During the period during which the Company's Common Stock is registered under the 1934 Act or for three (3) years from the date hereof, whichever period is greater, the Company will furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report of the Company (including a consolidated balance sheet and statements of consolidated
18
income, shareholders' equity and cash flows of the Company and its subsidiaries as at the end of and for such year, certified by independent public accountants in accordance with Regulation S-X under the 1933 Act and the 1934 Act).
(l) During the period of three years from the date hereof, the Company will furnish to the Agent: (i) as soon as practicable after such information is publicly available, a copy of each report of the Company furnished to or filed with the Commission under the 1934 Act or any national securities exchange or system on which any class of securities of the Company is listed or quoted (including, but not limited to, reports on Forms 10-K, 10-Q and 8-K and all proxy statements and annual reports to stockholders), (ii) a copy of each other non-confidential report of the Company mailed to its stockholders or filed with the Commission, the OTS or any other supervisory or regulatory authority or any national securities exchange or system on which any class of securities of the Company is listed or quoted, each press release and material news items and additional documents and information with respect to the Company, MHC or the Bank as the Agent may reasonably request; and (iii) from time to time, such other nonconfidential information concerning the Company, the MHC or the Bank as the Agent may reasonably request.
(m) The Company, the MHC and the Bank will use the net proceeds from the sale of the Shares in the manner set forth in the Prospectus under the caption Use of Proceeds.
(n) Other than as permitted by the MHC Regulations, the HOLA, the 1933 Act, the 1933 Act Regulations, and the laws of any state in which the Shares are registered or qualified for sale or exempt from registration, neither the Company, the MHC nor the Bank will
distribute any prospectus, offering circular or other offering material in connection with the offer and sale of the Shares.
(o) The Company will use its best efforts to (i) encourage and assist a market maker to establish and maintain a market for the Shares and (ii) list and maintain quotation of the Shares on a national or regional securities exchange or on the Nasdaq Stock Market (Nasdaq) effective on or prior to the Closing Date.
(p) The Bank will maintain appropriate arrangements for depositing all funds received from persons mailing subscriptions for or orders to purchase Shares in the Offering on an interest-bearing basis at the rate described in the Prospectus until the Closing Date and satisfaction of all conditions precedent to the release of the Bank's obligation to refund payments received from
19
persons subscribing for or ordering Shares in the Offering in accordance with the Plan and as described in the Prospectus or until refunds of such funds have been made to the persons entitled thereto or withdrawal authorizations canceled in accordance with the Plan and as described in the Prospectus. The Bank will maintain such records of all funds received to permit the funds of each subscriber to be separately insured by the FDIC (to the maximum extent allowable) and to enable the Bank to make the appropriate refunds of such funds in the event that such refunds are required to be made in accordance with the Plan and as described in the Prospectus.
(q) The Company, the MHC and the Bank will take such actions and furnish such information as are reasonably requested by the Agent in order for the Agent to ensure compliance with the NASD's Interpretation Relating to Free Riding and Withholding.
(r) Neither the Company, the MHC nor the Bank will amend the Plan without notifying the Agent prior thereto.
(s) The Company shall assist the Agent, if necessary, in connection with the allocation of the Shares in the event of an oversubscription and shall provide the Agent with any information necessary to assist the Company in allocating the Shares in such event and such information shall be accurate and reliable in all material respects.
(t) Prior to the Closing Date, the Company, the MHC and the Bank will inform the Agent of any event or circumstances of which it is aware as a result of which the Registration Statement and/or Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.
(u) Subsequent to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise may be indicated or contemplated therein or set forth in an amendment or supplement thereto, neither the Company, the MHC nor the Bank will have: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar sources indicated in the Prospectus in the ordinary course of its business, or (ii) entered into any transaction which is material in light of the business and properties of the Company and the Bank, taken as a whole.
(v) The facts and representations provided to Luse Lehman Gorman Pomerenk & Schick by the Bank, the MHC and the Company and upon which Luse
20
Lehman Gorman Pomerenk & Schick will base its opinion under Section 7(c)(1) are and will be truthful, accurate and complete.
Section 6. Payment of Expenses. Whether or not the Offering is completed or the sale of the Shares by the Company is consummated, the Company, the MHC and the Bank jointly and severally agree to pay or reimburse the Agent for the Company, the MHC and the Bank have agreed to reimburse the Agent for its out-of-pocket expenses, and its legal fees (as specified in Section 2) and to indemnify the Agent against certain claims or liabilities, including certain liabilities under the Securities Act, and will contribute to payments the Agent may be required to make in connection with any such claims or liabilities; and the fees set forth under Section 2. In the event the Company is unable to sell a minimum of 708,050 Shares, the Company, the MHC and the Bank shall promptly reimburse the Agent in accordance with Section 2 hereof.
Section 7. Conditions to the Agent's Obligations. The obligations of the Agent hereunder, as to the Shares to be delivered at the Closing Date, are
subject, to the extent not waived in writing by the Agent, to the condition that all representations and warranties of the Company, the MHC and the Bank herein are, at and as of the commencement of the Offering and at and as of the Closing Date, true and correct in all material respects, the condition that the Company, the MHC and the Bank shall have performed all of their obligations hereunder to be performed on or before such dates, and to the following further conditions:
(a) At the Closing Date, the Company, the MHC and the Bank shall have conducted the Offering in all material respects in accordance with the Plan, the MHC Regulations, and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Offering imposed upon them by the OTS.
(b) The Registration Statement shall have been declared effective by the Commission and the MHC Application and MHC Notice shall be approved by the OTS not later than 5:30 p.m. on the date of this Agreement, or with the Agent's consent at a later time and date; and at the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefore initiated or threatened by the Commission or any state authority, and no order or other action suspending the authorization of the Prospectus or the consummation of the Conversion shall have been issued or proceedings therefore initiated or, to the Company's, the MHC's or the Bank's knowledge, threatened by the Commission, the OTS, the FDIC, or any state authority.
(c) At the Closing Date, the Agent shall have received:
21
(1) The favorable opinion, dated as of the Closing Date and addressed to the Agent and for its benefit, of Luse Lehman Gorman Pomerenk & Schick, special counsel for the Company, the MHC and the Bank, in form and substance to the effect that:
(i) The Company has been duly incorporated and is validly existing as a corporation under the laws of the United States.
(ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus.
(iii) The Bank has been organized and is a validly existing federally chartered savings and loan association in capital stock form of organization, authorized to conduct its business and own its property as described in the Registration Statement and the Prospectus. All of the outstanding capital stock of the Bank upon completion of the Offering will be duly authorized and, upon payment therefor, will be validly issued, fully paid and non-assessable and will be owned by the Company, free and clear of any liens, encumbrances, claims or other restrictions.
(iv) The Bank is a member of the FHLB-Dallas. The deposit accounts of the Bank are insured by the FDIC up to the maximum amount allowed under law and no proceedings for the termination or revocation of such insurance are pending or, to such counsel's Actual Knowledge, threatened; to the extent that such information constitutes matters of law and legal conclusions, has been reviewed by such counsel and is accurately described in all material respects.
(v) The MHC has been duly organized and is validly existing as a federally chartered mutual holding company, duly authorized to conduct its business and own its properties as described in the Registration Statement and Prospectus.
(vi) Upon consummation of the Offering, immediately upon completion thereof subject to compliance with all conditions imposed by the OTS under the terms of the OTS' approval order, in an amount as described in the Prospectus, the authorized, issued and outstanding capital stock of the Company will be within the range set forth in the Prospectus under the caption Capitalization, and no shares of Common Stock have been issued prior to the Closing Date; at the time of the Offering, the Shares subscribed for pursuant to the Offering will have been duly and validly authorized for issuance, and when issued and delivered by the Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan and
22
Prospectus, will be duly and validly issued and fully paid and non-assessable; the issuance of the Shares is not subject to preemptive rights and the terms and provisions of the Shares conform in all material respects to the description thereof
contained in the Prospectus. To such counsel's Actual Knowledge, upon the issuance of the Shares, good title to the Shares will be transferred by the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third-party claimants.
(vii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of the Company, the MHC and the Bank; and this Agreement is a valid and binding obligation of the Company, the MHC and the Bank, enforceable in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally or the rights of creditors of savings institutions, the deposits of which are insured by the FDIC and their holding companies, (ii) general equitable principles, (iii) laws relating to the safety and soundness of insured depository institutions and their holding companies, and (iv) applicable law or public policy with respect to the indemnification and/or contribution provisions contained herein, including without limitation the provisions of Sections 23A and 23B of the Federal Reserve Act and except that no opinion need be expressed as to the effect or availability of equitable remedies or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(viii) The MHC Application has been approved by the OTS and the Prospectus has been authorized for use by the OTS, and no action has been taken, and to such counsel's Actual Knowledge none is pending or threatened, to revoke any such authorization or approval.
(ix) The Plan has been duly adopted by the required vote of the directors of the Company, the MHC and the Bank, and based upon the certificate of the inspector of election, by the members of the Bank.
(x) Subject to the satisfaction of the conditions to the OTS' approval of the Offering, no further approval, registration, authorization, consent or other order of any federal regulatory agency is required in connection with the execution and delivery of this Agreement, the issuance of the Shares and the consummation of the Offering, except as may be required under the securities or blue sky laws of various jurisdictions (as to which no opinion need be
23
rendered) and except as may be required under the rules and regulations of the NASD and/or the NYSE (as to which no opinion need be rendered). To such counsel's Actual Knowledge, the Offering has been consummated in all material respects in accordance with MHC Regulations, except that no opinion is rendered with respect to (a) the Registration Statement or Prospectus, which are covered by other clauses of this opinion, (b) the satisfaction of the post-Offering conditions in the OTS Regulations or in the OTS approvals of the MHC Application, (c) the securities or blue sky laws of various jurisdictions, and (d) the rules and regulations of the NASD.
(xi) The Registration Statement is effective under the 1933 Act, and no stop order suspending the effectiveness has been issued under the 1933 Act or proceedings therefor initiated or, to such counsel's Actual Knowledge, threatened by the Commission.
(xii) At the time the MHC Application, including the Prospectus contained therein, was approved by the OTS, the MHC Application, including the Prospectus contained therein, complied as to form in all material respects with the requirements of the MHC Regulations, federal law and all applicable rules and regulations promulgated thereunder (other than the financial statements, the notes thereto, and other tabular, financial, statistical and appraisal data included therein, as to which no opinion need be rendered).
(xiii) At the time that the Registration Statement became effective, (i) the Registration Statement (as amended or supplemented, if so amended or supplemented) (other than the financial statements, the notes thereto, and other tabular, financial, statistical and appraisal data included therein, as to which no opinion need be rendered), complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and (ii) the Prospectus (other than the financial statements, the notes thereto, and other tabular, financial, statistical and appraisal data included therein, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the MHC Regulations and federal law.
(xiv) The terms and provisions of the Shares of the Company conform, in all material respects, to the description thereof contained in the Registration Statement and Prospectus, and the form of certificate used to evidence the Shares is in due and proper form.
(xv) There are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Registration Statement and Prospectus, other than those disclosed therein, and to such counsel's
24
Actual Knowledge, all pending legal and governmental proceedings to which the Company, the MHC or the Bank is a party or of which any of their property is the subject, which are not described in the Registration Statement and the Prospectus, including ordinary routine litigation incidental to the Company's, the MHC's or the Bank's business, are, considered in the aggregate, not material.
(xvi) To such counsel's Actual Knowledge, there are no material contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the MHC Application, the Registration Statement or the Prospectus or required to be filed as exhibits thereto other than those described or referred to therein or filed as exhibits thereto in the MHC Application, the Registration Statement or the Prospectus. The description in the MHC Application, the Registration Statement and the Prospectus of such documents and exhibits is accurate in all material respects and fairly presents the information required to be shown.
(xvii) To such counsel's Actual Knowledge, the Company, the MHC and the Bank have conducted the Offering, in all material respects, in accordance with all applicable requirements of the Plan and applicable federal law, except that no opinion is rendered with respect to (a) the MHC Application, the Registration Statement or Prospectus, which are covered by other clauses of this opinion, (b) the satisfaction of the post-Offering conditions in the OTS Regulations or in the OTS approval of the MHC Application, (c) the securities or blue sky laws of various jurisdictions, and (d) the rules and regulations of the NASD. The Plan complies in all material respects with all applicable federal laws, rules, regulations, decisions and orders including, but not limited to, the MHC Regulations; no order has been issued by the OTS, the Commission, the FDIC, or any state authority to suspend the Offering or the use of the Prospectus, and no action for such purposes has been instituted or, to such counsel's Actual Knowledge, threatened by the OTS, the Commission, the FDIC, or any state authority and no person has sought to obtain regulatory or judicial review of the final action of the OTS, approving the Plan, the MHC Application or the Prospectus.
(xviii) To such counsel's Actual Knowledge, the Company, the MHC and the Bank have obtained all material licenses, permits and other governmental authorizations currently required for the conduct of their businesses and all such licenses, permits and other governmental authorizations are in full force and effect, and the Company, the MHC and the Bank are in all material respects complying therewith, except where the failure to have such licenses, permits and other governmental authorizations or the failure to be in compliance therewith would not have a material adverse effect on the
25
business or operations of the Bank, the MHC and the Company, taken as a whole.
(xix) To such counsel's Actual Knowledge, neither the Company, the MHC nor the Bank is in violation of its articles of incorporation and bylaws or its Charter and bylaws, as appropriate or, to such counsel's Actual Knowledge, in default or violation of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or its property may be bound, except for such defaults or violations which would not have a material adverse impact on the financial condition or results of operations of the Company, the MHC and the Bank on a consolidated basis; to such counsel's Actual Knowledge, the execution and delivery of this Agreement, the occurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the MHC or the Bank pursuant to any material contract, indenture,
mortgage, loan agreement, note, lease or other instrument to which the Company, the MHC or the Bank is a party or by which any of them may be bound, or to which any of the property or assets of the Company, the MHC or the Bank are subject; and, such action will not result in any violation of the provisions of the certificate of incorporation or bylaws of the Company or the Charter or bylaws of the MHC or the Bank or, to such counsel's Actual Knowledge, result in any violation of any applicable federal law, act, regulation (except that no opinion with respect to the securities and blue sky laws of various jurisdictions or the rules or regulations of the NASD need be rendered) or order or court order, writ, injunction or decree.
(xx) The Company's articles of incorporation and bylaws comply in all material respects with the regulations of the OTS. The Bank's and MHC's charter and bylaws comply in all material respects with the rules and regulations of the OTS.
(xxi) To such counsel's Actual Knowledge, neither the Company, the MHC nor the Bank is in violation of any directive from the OTS or the FDIC to make any material change in the method of conducting its respective business.
(xxii) The information in the Prospectus under the captions Regulation, The Stock Offering, Restrictions on Acquisition of the Alamogordo Financial and Alamogordo Federal and Description of Capital Stock of the Alamogordo Financial, to the extent that such information constitutes
26
matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by such counsel and is correct in all material respects. The discussion of statutes or regulations described or referred to in the Prospectus are accurate summaries and fairly present the information required to be shown. The information in the Prospectus relating to the tax consequences of the stock offering has been reviewed by such counsel and fairly describes the opinions rendered by Luse Lehman Gorman Pomerenk & Schick and _____________________ to the Company, the MHC and the Bank with respect to such matters.
(xxiii) The Company and the MHC have been duly registered and are in good standing as savings and loan holding companies under the HOLA.
(xxiv) In addition, such counsel shall state that during the preparation of the MHC Application, the Registration Statement and the Prospectus, they participated in conferences with certain officers of, the independent public and internal accountants for, and other representatives of the Company, the MHC and the Bank, at which conferences the contents of the MHC Application, the Registration Statement and the Prospectus and related matters were discussed and, while such counsel have not confirmed the accuracy or completeness of or otherwise verified the information contained in the MHC Application, the Registration Statement or the Prospectus, and do not assume any responsibility for such information, based upon such conferences and a review of documents deemed relevant for the purpose of rendering their view (relying as to materiality as to factual matters on certificates of officers and other factual representations by the Company, the MHC and the Bank), nothing has come to their attention that would lead them to believe that the MHC Application, the Registration Statement, the Prospectus, or any amendment or supplement thereto (other than the financial statements, the notes thereto, and other tabular, financial, statistical and appraisal data included therein as to which no view need be rendered) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
In giving such opinion, such counsel may rely as to all matters of fact on certificates of officers or directors of the Company, the MHC and the Bank and certificates of public officials. The opinion of Luse Lehman Gorman Pomerenk & Schick shall be governed by the Legal Opinion Accord (Accord) of the American Bar Association Section of Business Law (1991). The term Actual Knowledge as used herein shall have the meaning set forth in the Accord. For purposes of such opinion, no proceedings shall be deemed to be pending, no order or stop order shall be deemed to be issued, and no action shall be deemed to be instituted unless, in each case, a director or executive officer of the Company, the MHC or the Bank shall have received a copy of such
27
proceedings, order, stop order or action. In addition, such opinion may be limited to present statutes, regulations and judicial interpretations and to
facts as they presently exist; in rendering such opinion, such counsel need assume no obligation to revise or supplement it should the present laws be changed by legislative or regulatory action, judicial decision or otherwise; and such counsel need express no view, opinion or belief with respect to whether any proposed or pending legislation, if enacted, or any proposed or pending regulations or policy statements issued by any regulatory agency, whether or not promulgated pursuant to any such legislation, would affect the validity of the Offering or any aspect thereof. Such counsel may assume that any agreement is the valid and binding obligation of any parties to such agreement other than the Company, the MHC or the Bank.
The favorable opinion, dated as of the Closing Date and addressed to the Agent and for their benefit, of the Bank's local counsel, in form and substance to the effect that, to the best of such counsel's knowledge, (i) the Company, the MHC and the Bank have good and marketable title to all properties and assets which are material to the business of the Company, the MHC and the Bank and to those properties and assets described in the Registration Statement and Prospectus, as owned by them, free and clear of all liens, charges, encumbrances or restrictions, except such as are described in the Registration Statement and Prospectus, or are not material in relation to the business of the Company, the MHC and the Bank considered as one enterprise; (ii) all of the leases and subleases material to the business of the Company, the MHC and the Bank under which the Company, the MHC and the Bank hold properties, as described in the Registration Statement and Prospectus, are in full force and effect; and (iii) the Bank is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership of property or leasing of property or the conduct of its business requires such qualification, unless the failure to be so qualified in one or more of such jurisdictions would not have a material adverse effect on the condition, financial or otherwise, or the business, operations or income of the Bank.
(d) At the Closing Date, the Agent shall have received the favorable opinion, dated as of the Closing Date, of Silver, Freedman & Taff, L.L.P., the Agent's counsel, with respect to such matters as the Agent may reasonably require. Such opinion may rely upon the opinions of counsel to the Company, the MHC and the Bank, and as to matters of fact, upon certificates of officers and directors of the Company, the MHC and the Bank delivered pursuant hereto or as such counsel shall reasonably request.
(e) At the Closing Date, the Agent shall receive a certificate of the Chief Executive Officer and the Principal Financial and/or Accounting Officer of the Company, the MHC and the Bank in form and substance reasonably satisfactory to the Agent's Counsel, dated as of such Closing Date, to the effect that: (i) they have carefully reviewed the Prospectus and, in their opinion, at the time the Prospectus became authorized for final use, the Prospectus did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) since
28
the date the Prospectus became authorized for final use, no event has occurred which should have been set forth in an amendment or supplement to the Prospectus which has not been so set forth, including specifically, but without limitation, any material adverse change in the condition, financial or otherwise, or in the earnings, capital, properties or business of the Company, the MHC or the Bank, and the conditions set forth in this Section 7 have been satisfied; (iii) since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, capital or properties of the Company, the MHC or the Bank, independently, or of the Company, the MHC and the Bank, considered as one enterprise, whether or not arising in the ordinary course of business; (iv) the representations and warranties in Section 4 are true and correct with the same force and effect as though expressly made at and as of the Closing Date; (v) the Company, MHC and the Bank have complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date and will comply in all material respects with all obligations to be satisfied by them after the Offering; (vi) no stop order suspending the effectiveness of the Registration Statement has been initiated or, to the best knowledge of the Company, the MHC or the Bank, threatened by the Commission or any state authority; (vii) no order suspending the Offering or the effectiveness of the Prospectus has been issued and no proceedings for that purpose are pending or, to the best knowledge of the Company, the MHC or the Bank, threatened by the OTS, the Commission, the FDIC, or any state authority; and (viii) to the best knowledge of the Company, the MHC or the Bank, no person has sought to obtain review of the final action of the OTS approving the Plan.
(f) Prior to and at the Closing Date: (i) in the reasonable opinion of the Agent, there shall have been no material adverse change in the condition, financial or otherwise, or in the earnings or business of the Company, the MHC or the Bank independently, or of the Company, the MHC and the Bank, considered as one enterprise,
from that as of the latest dates as of which such condition is set forth in the Prospectus other than transactions referred to or contemplated therein; (ii) the Company, the MHC or the Bank shall not have received from the OTS or the FDIC any direction (oral or written) to make any material change in the method of conducting their business with which it has not complied (which direction, if any, shall have been disclosed to the Agent) or which materially and adversely would affect the business, operations or financial condition or income of the Company, the MHC and the Bank taken as a whole; (iii) the Company, the MHC and the Bank shall not have been in default (nor shall an event have occurred which, with notice or lapse of time or both, would constitute a default) under any provision of
29
any agreement or instrument relating to any outstanding indebtedness; (iv) no action, suit or proceeding, at law or in equity or before or by any federal or state commission, board or other administrative agency, shall be pending or, to the knowledge of the Company, the MHC or the Bank, threatened against the Company, the MHC or the Bank or affecting any of their properties wherein an unfavorable decision, ruling or finding would materially and adversely affect the business, operations, financial condition or income of the Company, the MHC and the Bank taken as a whole; and (v) the Shares have been qualified or registered for offering and sale or exempted therefrom under the securities or blue sky laws of the jurisdictions as the Agent shall have reasonably requested and as agreed to by the Company, the MHC and the Bank.
(g) Concurrently with the execution of this Agreement, the Agent shall receive a letter from The Accounting & Consulting Group L.L.P. dated as of the date of the Prospectus and addressed to the Agent: (i) confirming that The Accounting & Consulting Group L.L.P. is a firm of independent public accounts within the meaning of Rule 101 of the Code of Professional Ethics of the American Institute of Certified Public Accountants and applicable regulations of the OTS and stating in effect that in its opinion the consolidated financial statements, schedules and related notes of the Bank as of September 30, 1999 and 1998 and for each of the three years in the period ended September 30, 1998, as are included in the Prospectus and covered by their opinion included therein, comply as to form in all material respects with the applicable accounting requirements and related published rules and regulations of the OTS and the 1933 Act; (ii) stating in effect that, on the basis of certain agreed upon procedures (but not an audit in accordance with generally accepted auditing standards) consisting of a reading of the latest available unaudited interim consolidated financial statements of the Bank prepared by the Bank, a reading of the minutes of the meetings of the Board of Directors and members of the Bank and consultations with officers of the Bank responsible for financial and accounting matters, nothing came to their attention which caused them to believe that: (A) the unaudited financial statements included in the Prospectus are not in conformity with the 1933 Act, applicable accounting requirements of the OTS and generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Prospectus; or (b) during the period from the date of the latest unaudited consolidated financial statements included in the Prospectus to a specified date not more than three business days prior to the date of the Prospectus, except as has been described in the Prospectus, there was any increase in borrowings, other than normal deposit fluctuations, by the Bank; or (c) there was any decrease in the consolidated net assets of the Bank at the date of such letter as compared with amounts
30
shown in the latest unaudited consolidated statement of condition included in the Prospectus; and (iii) stating that, in addition to the audit referred to in their opinion included in the Prospectus and the performance of the procedures referred to in clause (ii) of this subsection (f), they have compared with the general accounting records of the Bank, which are subject to the internal controls of the Bank, the accounting system and other data prepared by the Bank, directly from such accounting records, to the extent specified in such letter, such amounts and/or percentages set forth in the Prospectus as the Agent may reasonably request; and they have reported on the results of such comparisons.
(h) At the Closing Date, the Agent shall receive a letter dated the Closing Date, addressed to the Agent, confirming the statements made by The Accounting & Consulting Group L.L.P. in the letter delivered by it pursuant to subsection (f) of this Section 7, the specified date referred to in clause (ii) of subsection (f)
thereof to be a date specified in such letter, which shall not be more than three business days prior to the Closing Date.
(i) At the Closing Date, the Agent shall receive a letter from RP Financial LC, dated the date thereof and addressed to counsel for the Agent (i) confirming that said firm is independent of the Company, the MHC and the Bank and is experienced and expert in the area of corporate appraisals within the meaning of Title 12 of the Code of Federal Regulations, Section 563b.7(f)(1)(i), (ii) stating in effect that the Appraisal prepared by such firm complies in all material respects with the applicable requirements of Title 12 of the Code of Federal Regulations, and (iii) further stating that their opinion of the aggregate pro forma market value of the Company, the MHC and the Bank expressed in their Appraisal dated as of December __, 1999, and most recently updated, remains in effect.
(j) The Company, the MHC and the Bank shall not have sustained since the date of the latest financial statements included in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement and Prospectus and since the respective dates as of which information is given in the Registration Statement and Prospectus, there shall not have been any change in the long- term debt of the Company, the MHC or the Bank other than debt incurred in relation to the purchase of Shares by the Bank's Eligible Plans, or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company or the Bank, otherwise than as set forth or
31
contemplated in the Registration Statement and Prospectus, the effect of which, in any such case described above, is in the Agent's reasonable judgment sufficiently material and adverse as to make it impracticable or inadvisable to proceed with the Subscription Offering or the delivery of the Shares on the terms and in the manner contemplated in the Prospectus.
(k) At or prior to the Closing Date, the Agent shall receive: (i) a copy of the letters from the OTS approving the MHC Application and authorizing the use of the Prospectus; (ii) a copy of the order from the Commission declaring the Registration Statement effective; (iii) certificate of good standing from the OTS evidencing the good standing of the Company; (iv) a certificate from the FDIC evidencing the Bank's insurance of accounts; (v) a certificate of the FHLB-Dallas evidencing the Bank's membership thereof; (vi) a certificate from the OTS evidencing the Company's and the MHC's standing as registered savings and loan holding companies; (vii) a copy of the Bank's federal stock charter; and (viii) a copy of the Company's federal charter; and (viii) a copy of the MHC's federal charter.
(l) Subsequent to the date hereof, there shall not have occurred any of the following: (i) a suspension or limitation in trading in securities generally on the New York Stock Exchange or in the over-the-counter market, or quotations halted generally on the Nasdaq, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by either of such exchanges or the NASD or by order of the Commission or any other governmental authority; (ii) a general moratorium on the operations of commercial banks, federal savings institutions or a general moratorium on the withdrawal of deposits from commercial banks or federal savings institutions declared by federal authorities; (iii) the engagement by the United States in hostilities which have resulted in the declaration, on or after the date hereof, of a national emergency or war; or (iv) a material decline in the price of equity or debt securities if the effect of such a declaration or decline, in the Agent's reasonable judgement, makes it impracticable or inadvisable to proceed with the Offering or the delivery of the shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus.
(m) At or prior to the Closing Date, counsel to the Agent shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the sale of the Shares as herein contemplated and related proceedings or in order to evidence the occurrence or completeness of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company, the MHC or the Bank in connection with the Offering and the sale
32
of the Shares as herein contemplated shall be satisfactory in form and substance to the Agent and its counsel.
Section 8. Indemnification.
(a) The Company, the MHC and the Bank jointly and severally agree to indemnify and hold harmless the Agent, its respective officers and directors, employees and agents, and each person, if any, who controls the Agent within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses), joint or several, that the Agent or any of them may suffer or to which the Agent and any such persons may become subject under all applicable federal or state laws or otherwise, and to promptly reimburse the Agent and any such persons upon written demand for any expense (including reasonable fees and disbursements of counsel) incurred by the Agent or any of them in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the MHC Application (or any amendment or supplement thereto), or any instrument or document executed by the Company, the MHC or the Bank or based upon written information supplied by the Company, the MHC or the Bank filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom, or provided to any state or jurisdiction to exempt the Company as a broker-dealer or its officers, directors and employees as broker-dealers or agent, under the securities laws thereof (collectively, the Blue Sky Application), or any document, advertisement, oral statement or communication (Sales Information) prepared, made or executed by or on behalf of the Company, the MHC or the Bank with their consent or based upon written or oral information furnished by or on behalf of the Company, the MHC or the Bank, whether or not filed in any jurisdiction, in order to qualify or register the Shares or to claim an exemption therefrom under the securities laws thereof; (ii) arise out of or are based upon the omission or alleged omission to state in any of the foregoing documents or information, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) arise from any theory of liability whatsoever relating to or arising from or based upon the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the MHC Application
33
(or any amendment or supplement thereto), any Blue Sky Application or Sales Information or other documentation distributed in connection with the Offering; provided, however, that no indemnification is required under this paragraph (a) to the extent such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue material statement or alleged untrue material statement in, or material omission or alleged material omission from, the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the MHC Application (or any amendment or supplement thereto), any Blue Sky Application or Sales Information made in reliance upon and in conformity with information furnished in writing to the Company, the MHC or the Bank by the Agent or its counsel regarding the Agent provided, that it is agreed and understood that the only information furnished in writing to the Company, the MHC or the Bank by the Agent regarding the Agent is set forth in the Prospectus; and, provided further, that such indemnification shall be to the extent permitted by the Commissioner, the OTS, the FDIC and the Board of Governors of the Federal Reserve. The indemnification provided for in this paragraph (a) shall not be applicable with respect to any loss, liability, claim, damage, or expense whatsoever if it is determined by final judgment of a court having jurisdiction over the matter that such loss, liability, claim, damage or expense was primarily a result of the Agent's willful misconduct or gross negligence.
(b) The Agent agrees to indemnify and hold harmless the Company, the MHC and the Bank, their directors and officers and each person, if any, who controls the Company, the MHC or the Bank within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses), joint or several, which they, or any of them, may suffer or to which they, or any of them may become subject under all applicable federal and state laws or otherwise, and to promptly reimburse the Company, the MHC, the Bank, and any such persons upon written demand for any expenses (including
reasonable fees and disbursements of counsel) incurred by them, or any of them, in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the MHC Application (or any amendment or supplement thereto), the preliminary or final Prospectus (or any amendment or supplement thereto), any Blue Sky Application or Sales Information, (ii) are based upon the omission or alleged omission to state in any of the foregoing documents a material fact required to be stated therein
34
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) arise from any theory of liability whatsoever relating to or arising from or based upon the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the MHC Application (or any amendment or supplement thereto),or any Blue Sky Application or Sales Information or other documentation distributed in connection with the Offering; provided, however, that the Agent's obligations under this Section 8(b) shall exist only if and only to the extent (i) that such untrue statement or alleged untrue statement was made in, or such material fact or alleged material fact was omitted from, the Registration Statement (or any amendment or supplement thereto), the preliminary or final Prospectus (or any amendment or supplement thereto), the MHC Application (or any amendment or supplement thereto), or any Blue Sky Application or Sales Information in reliance upon and in conformity with information furnished in writing to the Company, the MHC or the Bank by the Agent or its counsel regarding the Agent, provided, that it is agreed and understood that the only information furnished in writing to the Company, the MHC or the Bank by the Agent regarding the Agent is set forth in the Prospectus. The indemnification provided for in this Section 8 (b) shall not be applicable with respect to any loss, liability, claim, damage, or expense whatsoever if it is determined by final judgment of a court having jurisdiction over the matter that such loss, liability, claim, damage or expense was primarily a result of the Company's, the MHC's or the Bank's willful misconduct or gross negligence.
(c) Each indemnified party shall give prompt written notice to each indemnifying party of any action, proceeding, claim (whether commenced or threatened), or suit instituted against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have on account of this Section 8 or otherwise. An indemnifying party may participate at its own expense in the defense of such action. In addition, if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume defense of such action with counsel chosen by it and approved by the indemnified parties that are defendants in such action, unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them that are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action, proceeding or claim, other than reasonable costs
35
of investigation. In no event shall the indemnifying parties be liable for the fees and expenses of more than one separate firm of attorneys (and any special counsel that said firm may retain) for each indemnified party in connection with any one action, proceeding or claim or separate but similar or related actions, proceedings or claims in the same jurisdiction arising out of the same general allegations or circumstances.
(d) The agreements contained in this Section 8 and in Section 9 hereof and the representations and warranties of the Company, the MHC and the Bank set forth in this Agreement shall remain operative and in full force and effect regardless of: (i) any investigation made by or on behalf of agent or their officers, directors or controlling persons, agent or employees or by or on behalf of the Company, the MHC or the Bank or any officers, directors or controlling persons, agent or employees of the Company, the MHC or the Bank; (ii) delivery of and payment hereunder for the Shares; or (iii) any termination of this
Agreement.
Section 9. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 8 is due in accordance with its terms but is for any reason held by a court to be unavailable from the Company, the MHC, the Bank or the Agent, the Company, the MHC, the Bank and the Agent shall contribute to the aggregate losses, claims, damages and liabilities (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding of any claims asserted, but after deducting any contribution received by the Company, the MHC, the Bank or the Agent from persons other than the other party thereto, who may also be liable for contribution) in such proportion so that the Agent is responsible for that portion represented by the percentage that the fees paid to the Agent pursuant to Section 2 of this Agreement (not including expenses) bears to the gross proceeds received by the Company from the sale of the Shares in the Offering, and the Company, the MHC and the Bank shall be responsible for the balance. If, however, the allocation provided above is not permitted by applicable law or if the indemnified party failed to give the notice required under Section 8 above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative fault of the Company, the MHC and the Bank on the one hand and the Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereto), but also the relative benefits received by the Company, the MHC and the Bank on the one hand and the Agent on the other from the Offering (before deducting expenses). The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the MHC and/or the Bank on the one hand or the Agent on the other and the parties' relative intent, good faith, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the MHC, the Bank and the Agent agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro-rata allocation or by any other
36
method of allocation which does not take into account the equitable considerations referred to above in this Section 9. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereof) referred to above in this Section 9 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. It is expressly agreed that the Agent shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to the Agent under this Agreement. It is understood that the above stated limitation on the Agent's liability is essential to the Agent and that the Agent would not have entered into this Agreement if such limitation had not been agreed to by the parties to this Agreement. No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. The obligations of the Company, the MHC and the Bank under this Section 9 and under Section 8 shall be in addition to any liability which the Company and the Bank may otherwise have. For purposes of this Section 9, each of the Agent's, the Company's, the MHC or the Bank's officers and directors and each person, if any, who controls the Agent or the Company or the MHC or the Bank within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Agent, the Company, the MHC or the Bank. Any party entitled to contribution, promptly after receipt of notice of commencement of any action, suit, claim or proceeding against such party in respect of which a claim for contribution may be made against another party under this Section 9, will notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it may have hereunder or otherwise than under this Section 9.
Section 10. Survival of Agreements, Representations and Indemnities. The respective indemnities of the Company, the MHC, the Bank and the Agent and the representations and warranties and other statements of the Company, the MHC, the Bank and the Agent set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agent, the Company, the MHC, the Bank or any controlling person referred to in Section 8 hereof, and shall survive the issuance of the Shares, and any successor or assign of the Agent, the Company, the MHC, the Bank, and any such controlling person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.
Section 11. Termination. The Agent may terminate this Agreement by giving the notice indicated below in this Section 11 at any time after this Agreement becomes effective as follows:
(a) In the event the Company fails to sell the required minimum number of the Shares by _________, 2000, and in accordance with the provisions of the Plan or as required by the MHC Regulations, and applicable law, this Agreement shall terminate upon refund by the Company to each person who has subscribed for or ordered any of the Shares the full amount which it may
37
have received from such person, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the other hereunder, except for payment by the Company, the MHC and/or the Bank as set forth in Sections 2(a), 6, 8 and 9 hereof.
(b) If any of the conditions specified in Section 7 shall not have been fulfilled when and as required by this Agreement unless waived in writing, or by the Closing Date, this Agreement and all of the Agent's obligations hereunder may be cancelled by the Agent by notifying the Company, the MHC and the Bank of such cancellation in writing or by telegram at any time at or prior to the Closing Date, and any such cancellation shall be without liability of any party to any other party except as otherwise provided in Sections 2(a), 6, 8 and 9 hereof.
(c) If the Agent elects to terminate this Agreement as provided in this Section, the Company, the MHC and the Bank shall be notified promptly by telephone or telegram, confirmed by letter.
The Company, the MHC and the Bank may terminate this Agreement in the event the Agent is in material breach of the representations and warranties or covenants contained in Section 5 and such breach has not been cured after the Company, the MHC and the Bank have provided the Agent with notice of such breach.
This Agreement may also be terminated by mutual written consent of the parties hereto.
Section 12. Notices. All communications hereunder, except as herein otherwise specifically provided, shall be mailed in writing and if sent to the Agent shall be mailed, delivered or telegraphed and confirmed to Charles Webb & Company, a Division of Keefe, Bruyette & Woods, Inc., 211 Bradenton, Dublin, Ohio 43017-3514, Attention: Patricia A. McJoynt, Executive Vice President (with a copy to Silver, Freedman & Taff, L.L.P., Attention: Martin L. Meyrowitz, P.C.) and, if sent to the Company, the MHC and the Bank, shall be mailed, delivered or telegraphed and confirmed to the Company, the MHC and the Bank at 500 10th Street, Alamogordo, New Mexico 88310-0690, Attention: Miles Ledgewood, President (with a copy to Luse Lehman Gorman Pomerenk & Schick, Attention: Eric Luse).
Section 13. Parties. The Company, the MHC and the Bank shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly given on behalf of the Agent when the same shall have been given by the undersigned. The Agent shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly given on behalf of the Company, the MHC or the Bank, when the same shall have been given by the undersigned or any other officer of the Company, the MHC or the Bank. This Agreement shall inure solely to the benefit of, and shall be binding upon, the Agent, the Company, the MHC, the Bank, and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy
38
or claim under or in respect of or by virtue of this Agreement or any provision herein contained. It is understood and agreed that this Agreement is the exclusive agreement among the parties hereto, and supersedes any prior agreement among the parties and may not be varied except in writing signed by all the parties.
Section 14. Closing. The closing for the sale of the Shares shall take place on the Closing Date at such location as mutually agreed upon by the Agent and the Company, the MHC and the Bank. At the closing, the Company, the MHC and the Bank shall deliver to the Agent in next day funds the commissions, fees and expenses due and owing to the Agent as set forth in Sections 2 and 6 hereof and the opinions and certificates required hereby and other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the sale of the Shares as contemplated hereby and pursuant to the terms of the Prospectus.
Section 15. Partial Invalidity. In the event that any term, provision or covenant herein or the application thereof to any circumstance or situation shall be invalid or unenforceable, in whole or in part, the remainder hereof and the application of said term, provision or covenant to any other circumstances or situation shall not be affected thereby, and each term, provision or covenant herein shall be valid and enforceable to the full extent permitted by law.
Section 16. Construction. This Agreement shall be construed in accordance with the laws of the State of Kansas.
Section 17. Counterparts. This Agreement may be executed in separate counterparts, each of which so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.
If the foregoing correctly sets forth the arrangement among the Company, the MHC, the Bank and the Agent, please indicate acceptance thereof in
the space provided below for that purpose, whereupon this letter and the Agent's acceptance shall constitute a binding agreement.
Section 18. Entire Agreement. This Agreement, including schedules and exhibits hereto, which are integral parts hereof and incorporated as though set forth in full, constitutes the entire agreement between the parties pertaining to the subject matter hereof superseding any and all prior or contemporaneous oral or prior written agreements, proposals, letters of intent and understandings, and cannot be modified, changed, waived or terminated except by a writing which expressly states that it is an amendment, modification or waiver, refers to this Agreement and is signed by the party
39
to be charged. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof.
Very truly yours,
ALAMOGORDO FINANCIAL ALAMOGORDO FEDERAL SAVINGS AND CORPORATION LOAN ASSOCIATION
By Its Authorized By Its Authorized Representative: Representative:
- ---------------------------- --------------------------------- Miles Ledgerwood Miles Ledgerwood Chairman Chairman
AF MUTUAL HOLDING COMPANY
By Its Authorized Representative:
- ---------------------------- Miles Ledgerwood Chairman
Accepted as of the date first above written
Charles Webb & Company, a Division Keefe, Bruyette & Woods, Inc.
By Its Authorized Representative:
- ----------------------------- Patricia A. McJoynt Executive Vice President
40
|
Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
|
task934_turk_simplification
|
task934-3468c0a3be6f4e86b16f10d729dc61a7
|
In this task, you're given a sentence and your task is to generate a simplified sentence that focuses on lexical paraphrasing from the original sentence given in the input.
to avoid adversaries from guessing the key using a brute-force attack , the key space is usually designed to be extremely large.
|
to avoid enemies from guessing the key using a strong attack , the key space is usually made to be really large.
|
task956_leetcode_420_strong_password_check
|
task956-d42aa9b631654c04b2d64c4c500919cc
|
You are given a password and you need to generate the number of steps required to convert the given password to a strong password. A password is considered strong if (a) it has at least 6 characters and at most 20 characters; (b) it contains at least one lowercase letter and one uppercase letter, and at least one digit; (c) it does not contain three repeating characters in a row. In one step you can: (1) Insert one character to password, (2) delete one character from password, or (3) replace one character of password with another character.
password = aa1GoR7CQ6gYdRU!bVsitGSSh
|
5
|
task633_dbpedia_14_answer_generation
|
task633-278885202bbb40a284c48538fe4c99cb
|
In this task, you are given a text which is the body of a document. You are given a question and options. Pick the correct number. Don't generate anything else apart from the numbers provided in options.
Context: Loïc Le Ribault (1947–2006) was a French geologist and essayist.
Question: The document can be classified to which topic?
Options: 1)OfficeHolder, 2)WrittenWork, 3)Artist, 4)Plant
|
3
|
task499_extract_and_add_all_numbers_from_list
|
task499-310e47d3ab7e4751a2e5303115030d43
|
In this task, you are given an input list A. You need to find all the elements of the list that are numbers and calculate their sum.
['9699', 'O', 'y', 'h', 's', '8387', 'r', 'X', 'E', 'I', 'C', '4703', 'v']
|
22789
|
task205_remove_even_elements
|
task205-cc8256ecfe5d42efa90bdabed391591f
|
In this task you will be given a list of numbers. A list is shown by two brackets and comma-separated numbers inside, like: [1,2,3]. You should remove all of the even numbers from the list. If every number in the input list is even an empty list should be returned. Zero should be counted as an even number.
[33, 78, 82, 178, 101, 38, 13, 153, 152, 0]
|
[33, 101, 13, 153]
|
task356_casino_classification_negotiation_self_need
|
task356-1ecdf9102d8d46929c8c39fba62fffc6
|
The input is taken from a negotiation between two participants who take the role of campsite neighbors and negotiate for Food, Water, and Firewood packages, based on their individual preferences and requirements. Given an utterance and recent dialogue context containing past 3 utterances (wherever available), output Yes if the utterance contains the self-need strategy, otherwise output No. self-need is a selfish negotiation strategy. It is used to create a personal need for an item in the negotiation, such as by pointing out that the participant sweats a lot to show preference towards water packages.
Context: 'I was thinking about 2 units of firewood and 1 unit of food and one unit of water, what are you going to be needing this for?' 'I can do that. I am going camping in the fall with my family so we need a lot of food. We're camping by the lake so if you want I can give you an extra unit of water.' 'sure thats sounds fair, so that would leave you with two units of food one unit of firewood and one unit of water then?'
Utterance: 'That sounds fair to me. Have fun with the kiddo!'
|
No
|
task875_emotion_classification
|
task875-094e18ea26974dba910106265cc6afe6
|
In this task, you are given a sentence containing a particular emotion. You must classify the sentence into one of the six emotions: 'joy', 'love', 'anger', 'fear', or 'surprise'.
i bore my testimony that listening is one of the most important things we can do and if we feel impressed to do something even if we are unsure about it by learning to follow those impressions we will learn whether it is of ourselves or of the spirit
|
surprise
|
task405_narrativeqa_question_generation
|
task405-6d75ab33ca424e7c96766d9e2eb41596
|
You will be given a summary of a story. You need to create a question that can be answered from the story. You can create a question about characters, events, facts and beliefs, etc. Your question should be specific, try not to use pronouns instead of full names. As the stories are sometimes movie plots, they will contain actor names in parentheses. You should not use those names. Only use character names. Try to ask a question about all parts of the plot, not just the beginning.
As a storm approaches a southern Louisiana bayou community called the "Bathtub" (a community cut off from the rest of the world by a levee), six-year-old Hushpuppy and her ailing, hot-tempered father Wink are optimistic about their life and their future. The children in school are being taught by Miss Bathsheba about nature and the release of prehistoric creatures called "Aurochs" from the melting ice caps. At home, Hushpuppy fends for herself while her father is missing. When he returns, he is wearing a hospital gown and bracelet. They argue, and when Hushpuppy returns to her house, she deliberately sets it on fire. A chase ensues between the two, and she ends up getting slapped by Wink. When she retaliates by punching him in the chest, Wink collapses. Hushpuppy, realizing the damage she has caused, runs for help only to find her father missing when she returns.
Meanwhile, in the Arctic, the frozen Aurochs in an ice shelf start drifting into the ocean.
Many of the Bathtub residents start fleeing due to the threat of an approaching storm. Wink reappears, staggering along the side of the road; he finds Hushpuppy and takes her home to start barricading before the storm hits. In an effort to make his daughter feel better, Wink attempts to scare off the storm by firing a rifle at the clouds. The next day, the two tour the devastation and connect with surviving residents.
The Bathtub residents celebrate and make plans to rebuild their community, but the environment is damaged because of the salt water brought in by the storm surge to fresh waters. Wink hatches a plan to drain the water away by destroying the levee. He and a small group of friends plant dynamite and blow a hole in the wall using an alligator gar, and the water recedes. Authorities arrive and enforce a mandatory evacuation order, removing the residents of the Bathtub to an emergency shelter. Wink receives surgery, but it is too late to restore his health. At the first opportunity, the evacuees leave and escape back to their homes.
Aware of her father s condition, Hushpuppy searches for her absent mother. She and her friends swim to a boat, which takes them to a floating bar, known as the Elysian Fields. Hushpuppy meets a cook who may be her mother, though the woman doesn't recognize her. The cook says that the girl can stay with her if she wants, but Hushpuppy says that she's got to go home. Hushpuppy and her friends return home where she confronts the Aurochs. As the Aurochs leave, Hushpuppy returns home. She says her last goodbyes to the dying Wink, listening to his last heartbeat. She sets his funeral pyre ablaze, standing together with the remaining residents of the Bathtub.
|
Where is Wink when Hushpuppy returns for looking for help?
|
task897_freebase_qa_topic_question_generation
|
task897-4bc99c44c551443c90ef57cddc14b59c
|
Given an open-ended topic (movie name, a persons name, an event, sports, etc) generate a simple trivia-type question.
bill cosby
|
What character was played by Bill Cosby in his long running TV series?
|
task183_rhyme_generation
|
task183-9b9bc12f11944799af6f300d7391ff6d
|
Given an input word generate a word that rhymes exactly with the input word. If not rhyme is found return "No"
color
|
discolor
|
task098_conala_list_intersection
|
task098-9e1bf73d26764f3294fd26f8a036fc27
|
In this task you will be given two lists of numbers and you need to calculate the intersection between these two lists. The intersection between two lists is another list where every element is common between the two original lists. If there are no elements in the intersection, answer with an empty list. Your list of numbers must be inside brackets. Sort the numbers in your answer in an ascending order, that is, no matter what the order of the numbers in the lists is, you should put them in your answer in an ascending order.
[2, 1, 10, 9, 8, 9, 5, 6] , [10, 1, 8, 10, 1, 6, 2, 9]
|
[1, 2, 6, 8, 9, 10]
|
task565_circa_answer_generation
|
task565-92908cc7da1d466e8c0f9144f31e27d6
|
In this task, you are given a question. Your task is to generate an answer that is relevant to the question.
Want to go to a Jonas Brothers concert with me?
|
They are corny
|
task453_swag_answer_generation
|
task453-d3407953c3814b97869ff998375fbf41
|
Given a sentence, generate what should be the most likely next statement. The next statement should be reasonable and logically correct.
A group of children of varying ages slide down a blue slide in a theme park. A group of children
|
are at the corner of a slide.
|
task161_count_words_containing_letter
|
task161-96f30659e379476a8d56fe5e276f018d
|
In this task, you need to count the number of words in a sentence that contain the given letter
Sentence: 'the tall tower in the middle is framed by two large buildings'. How many words contain the letter 'a' in the sentence.
|
3
|
task637_extract_and_sort_unique_digits_in_a_list
|
task637-7c8fc7ec476b4a4eae00e80874d6a22f
|
In this task, you are given an input list A. You need to extract and sort the unique digits used in the list in ascending order. Return -1 if there is no digit in the list.
['407', 'l', '287', '325', 'r']
|
0, 2, 3, 4, 5, 7, 8
|
task1727_wiqa_what_is_the_effect
|
task1727-10eaf3b5e742481e90ac673d793493a1
|
In this task you will be given a process, and a question. The process contains a sequence of steps that happen in order. The question asks about the effect of a certain event on another event. If the first event has a positive effect on the second event, answer with "for", if it has a negative effect, answer with "against". If there's no causal relationship between the two, answer with "none".
Process: -Networks of trees start forming -The trees die off -The dead material provides nutrients for more trees -The rising trees provide shelter -And more organisms begin to thrive -The ecosystem known as a forest is made.
Question: What is the effect of less trees around on more rising trees provide shelter.?
|
against
|
task1286_openbookqa_question_answering
|
task1286-65261ac72f06406b8be36b4d02dccb36
|
In this task, you are given a multiple-choice question and you have to pick the correct option. Answer with option indexes (i.e., "A", "B", "C", and "D").
If a plant's extended portion is larger, it will (A) soak up more light (B) put out less pollen (C) be wilting very soon (D) fold in on itself
|
A
|
task1504_hatexplain_answer_generation
|
task1504-f45c6da090d8495b98e0c685f1b9914c
|
The input is a tweet which can be Hate Speech or Offensive. Given such a tweet, output a phrase from the tweet that makes it hate speech or offensive. The output should contain only one such phrase. The output has to be from within the tweet itself. Do not generate words or phrases not present in the tweet.
like a dike bitch niggas can ’ t fuck wit me 😂
|
dike bitch niggas
|
task002_quoref_answer_generation
|
task002-1f30020a73994953a7d8d36050860651
|
In this task, you're expected to write answers to questions involving multiple references to the same entity. The answer to the question should be unambiguous and a phrase in the paragraph. Most questions can have only one correct answer.
Passage: At the office where they work together, acting sales manager Evan Sanders talks to his slacker friend and coworker Tim about an upcoming presentation for the Phallucite account. After an awkward moment between Evan and head of HR Amanda in the break room, Tim explains to coworkers Andrew and Mike that Amanda said "I love you" to Evan and Evan's response was, "no."
After encounters with the janitor and Frank the security guard, intern Jack is killed while taking trash to the dumpster.
Branch president Ted Plunkett passes over Evan for a promotion and instead hires Max Phillips as the new sales manager. Max went to college with Evan and Tim, but Evan had him kicked out after Max slept with his girlfriend. Max moves into Evan's office and starts hitting on Amanda.
In the office alone playing video games after hours, Mike is killed in one of the bathroom stalls. Evan finds Mike's body in the morning, but it is gone by the time he alerts everyone.
Max secretly turns office employee Dave into a vampire. Formerly passive Dave becomes aggressive in demanding that everyone pay what is owed to the office sports betting pool.
Anxious to complete his Phallucite presentation, Evan uses Zabeth, who harbors a crush on him, to retrieve files from the basement. Zabeth is attacked and turned into a vampire.
Evan convinces Andrew to work late with him. Andrew goes to the basement and is attacked by Zabeth. Meanwhile, Evan searches Max's office, finding photos of Amanda and personnel files where each employee photograph is marked with an x, circle, or check.
Andrew returns upstairs and seemingly drops dead in front of Evan. Evan hides in a supply closet. Determining that Max is behind the murders, Evan calls Amanda with a warning, but Max answers her phone and taunts him. Evan eventually passes out.
Question: Who's office has photos of employees with x, circle or check on them?
|
Max Phillips.
|
task389_torque_generate_temporal_question
|
task389-ba408ff73f1e48ac8d371e73d1f8a21c
|
In this task, a passage will be given and the goal is to generate a question about temporal relations based on that passage. A temporal relation describes the relation between two things with respect to time e.g., something happens/starts/terminates/... immediately/shortly/usually/... before/after/during/... something else.
Your question should include an event, or ask about an event, and should not be a yes/no question.
Passage: Steel plates recovered at the Olympic park bombing appear to match those found at the abortion clinic bombing in Atlanta. Those plates may have come from a machine shop in north Carolina, where a friend of Rudolph worked.
|
What event has already happened?
|
task1434_head_qa_classification
|
task1434-64390a7291234622adf123a067208ecf
|
In this task, you are given a question and answer options for that question. Using this information, you have to classify each text into different topics: medicine, nursery, psychology, chemistry, pharmacology, biology.
Question: With respect to the peptide bond, indicate which of the following statements is FALSE:
Options: <0> It has partial character of double bond. <1> Form a small dipole. <2> Its formation involves the elimination of a molecule of water. <3> The peptide chain rotates freely through the peptide bond. <4> In an amide link.
|
chemistry
|
task616_cola_classification
|
task616-3a594cb96b1f431197f7a989c2ce5041
|
You're given a sentence and your task is to classify whether the sentence is acceptable or not. Any sentence which is grammatically correct, has a naturalistic text, is written by a native speaker and which minimizes superfluous content is acceptable, otherwise unacceptable. If the sentence is acceptable then write "acceptable", otherwise "unacceptable".
the person stand on my foot is heavy.
|
unacceptable
|
task328_jigsaw_classification_insult
|
task328-d5802bb623e84b2387be813d33493e34
|
In this task, you are given a public comment from online platforms. You are expected to classify the comment into two classes: insult and non-insult. Insult is any lanugage or act that is disrespectful or scornfully abusive.
Comment: As far as I've read of the immigrants in the UK, the most recent Muslim incomers are forming their own 'enclaves', to such an extent that many people growing up in these areas think that Britain is an Islamic country! Coming from the UK 40 years ago, immigrants were accepted, because they became part of the community while remaining 'themselves'. The Bangladeshi grocer, the Jamaican bus- or train-driver, the Polish plumber, etc. were all part of the UK community and accepted as such. It appears that the most recent Muslim immigrants want the 'goodies' of Western countries, but are totally unwilling to become part of them. The melting pot is no longer, and may be more of a layered 'pousse-cafe', where each layer does not mix.
|
Non-insult
|
task075_squad1.1_answer_generation
|
task075-75fee7d5970046f680c10c7969b02a1d
|
This task is about writing a correct answer for the reading comprehension task. Based on the information provided in a given passage, you should identify the shortest continuous text span from the passage that serves as an answer to the given question. Avoid answers that are incorrect or provides incomplete justification for the question.
Passage: Nathan Knorr was appointed as third president of the Watch Tower Bible and Tract Society in 1942. Knorr commissioned a new translation of the Bible, the New World Translation of the Holy Scriptures, the full version of which was released in 1961. He organized large international assemblies, instituted new training programs for members, and expanded missionary activity and branch offices throughout the world. Knorr's presidency was also marked by an increasing use of explicit instructions guiding Witnesses in their lifestyle and conduct, and a greater use of congregational judicial procedures to enforce a strict moral code. Question: What did Knorr commission?
|
a new translation of the Bible
|
task1594_yahoo_answers_topics_question_generation
|
task1594-0a133208d8ea413b9447b2758ac51e94
|
You are given a passage. You need to construct a question about the information present in the passage. Construct a question in such a way that (i) it is unambiguous, (ii) its answer is the whole paragraph. Avoid creating questions that can be answered correctly without actually understanding the paragraph.
"So policemen are just those who catch or apprehend criminals, a worthy occupation. And a copper is someone who seizes, a usage first recorded in Britain in 1846." - thus we have the word "cop"
|
What is the origin of the word "cop"?
|
task1360_numer_sense_multiple_choice_qa_generation
|
task1360-164b7c30b6d341a080177ee78ad5d83e
|
Given a sentence with a missing word, pick the answer option that best fills out the missing word in the sentence. Indicate each answer with its index ('a', 'b', 'c', 'd').
Puppies can start vaccinations at ____ weeks.\Question: Choose the right answer from options given a) ten b) eight c) six d) two
|
c
|
task750_aqua_multiple_choice_answering
|
task750-c5cc5be9f6d944bbbfec44a74b56a997
|
You are given a math word problem and you are supposed to make use of mathematical concepts like probability, combinatorics, linear equations, sequences/series, or simple operators like addition, subtraction, division, or multiplication to answer the given question. Choose the best option from the 5 given options and report that option.
Question: A can finish a piece of work in 4 days. B can do it in 12 days. They work together for two days and then A goes away. In how many days will B finish the work?
Option A: 4 DAYS
Option B: 5 DAYS
Option C: 6 DAYS
Option D: 7 DAYS
Option E: 8 DAYS
|
Option A
|
task294_storycommonsense_motiv_text_generation
|
task294-c62c014adb9b458ca5b27f5c0f462e9f
|
In this task, you're given a context, a sentence, and a character. The sentence describes an action or job of the given character. Also, the context provides more information about the sentence or the character. Your task is to write the character's motivation by doing a specific job, which is given in the sentence. You can use context to find the motivation; however, all the inputs do not provide context. Also, in some inputs, there can be zero motivation; output, 'None' in this case.
Context: Luna moved to Brazil. She got a lot of sunlight. The sunlight was good for her skin. When she took selfies she turned out looking super hot.
Sentence: Her boyfriend in United States missed her after seeing the pics.
Character: Boyfriend
|
None
|
task616_cola_classification
|
task616-9b9adc746c304d28a0dbb2ca5c0f32aa
|
You're given a sentence and your task is to classify whether the sentence is acceptable or not. Any sentence which is grammatically correct, has a naturalistic text, is written by a native speaker and which minimizes superfluous content is acceptable, otherwise unacceptable. If the sentence is acceptable then write "acceptable", otherwise "unacceptable".
John asked who and where Bill had seen.
|
unacceptable
|
task905_hate_speech_offensive_classification
|
task905-a8b382c996644abc8cd907bb09546031
|
You are given a text of the tweet and a corresponding label whether this tweet is 'Offensive', 'Hate Speech' or 'Neither'. Your job is to identify if the label is correct. Generate label 'true' if it's correct, 'false' otherwise.
Tweet: @davidly62793584 how many fuckin fags did a even get? Shouldnt be allowed into my wallet whilst under the influence haha
Label: Hate Speech
|
true
|
task302_record_classification
|
task302-2316b99f093c42e0990bbfa789b657c0
|
In this task, you will be presented with a passage and have to answer a question based on your understanding of the events inferred from the passage. Among the entities, try to find the best entity that is most likely to fill in "_" and classify the answers based on options.
Baltimore, Maryland (CNN) -- President Obama and House GOP leaders promised greater efforts to step back from the partisan brink Friday, acknowledging that Washington's toxic political climate has made it increasingly tough to tackle major problems. The pledge was immediately called into question, however, as the two parties repeatedly expressed sharply differing viewpoints during a rare meeting at a House Republican retreat in Baltimore. Obama accepted an invitation from House GOP leaders to address their caucus. His speech Friday was followed by an often pointed question-and-answer session. "House Republican leaders are grateful for [Obama's] willingness to come ... and have a frank and honest conversation," said Rep. Mike Pence, R-Indiana. "We welcome the dialogue with the president."NEW: House Minority Leader John Boehner says the day "went very well"President Obama says stimulus plan saved jobs in GOP districtsObama says some Republicans acted as if health care plan was "some Bolshevik plot"Obama says Democrats, Republicans both are to blame for "sour climate" on Capitol Hill
Questions:Republicans, in turn, complained the White House and congressional _ had ignored their ideas, locked them out of the policy-making process and unfairly labeled them as obstructionists. (A) Baltimore (B) Maryland (C) CNN (D) Obama (E) House (F) GOP (G) Washington (H) Republican (I) Mike Pence (J) R-Indiana (K) John Boehner (L) Republicans (M) Bolshevik (N) Democrats (O) Capitol Hill
|
(N)
|
task363_sst2_polarity_classification
|
task363-f985269871b940feb766f14a56d53be5
|
In this task, you are given sentences from movie reviews. The task is to classify a sentence as "POS" if the sentiment of the sentence is positive or as "NEG" if the sentiment of the sentence is negative
A modestly surprising movie .
|
POS
|
task518_emo_different_dialogue_emotions
|
task518-1f24223a53794cb99160d05e69eda1a3
|
In this task you will be given two dialogues. You need to determine if both dialogues have the same underlying emotion. The possible emotions are happy, sad, angry, or other. If they do output 'yes', if not output 'no'.
Dialogue 1: 'for late reply not late reply month reply ok'. Dialogue 2: 'you like mutton yeah i like them chicken'.
|
yes
|
task284_imdb_classification
|
task284-479e9760eb1144fc895cc35eb36350fb
|
In this task, you are given a review of movie. Your task is to classify given movie review into two categories: 1) positive, and 2) negative based on its content.
Drones, ethnic drumming, bad synthesizer piping, children singing. The most patronizing "world music" imaginable. This is a tourist film, and a lousy one. What really kills it is the incoherent sequences. India, Egypt, South America, Africa, etc, etc. No transitions, no visual explanation of why we're suddenly ten thousand miles away, no ideas expressed in images. Just a bunch of footage of third-worlders with "baskets on their heads" as another reviewer said. Walking along endlessly as if that had some deep meaning. If these guys wanted to make a 3rd World music video, all they had to do was head a few hundred miles south of where the best parts of Koya were shot, and film in Mexico. That would have been a much better setting for "life in transformation."But no. What they decided on was a scrambled tourist itinerary covering half the globe and mind-deadeningly overcranked filter shots. The only thing to recommend this film is that it doesn't suck quite as much as Naqoyqatsi.RstJ
|
negative
|
task496_semeval_answer_generation
|
task496-7d96595371684c449ff46064f4dbb52e
|
Given news headlines, an edited word and funniness labels. The original sentence has word with the given format {word}. Create new headlines by replacing {word} in the original sentence with edit word. Your task is to generate answer "Yes" if an edited sentence matches funniness label, otherwise generate answer "No".
News Headline: Jeff Sessions on Marijuana : Drug is ' Only Slightly Less Awful ' than {Heroin}
Edit: Broccoli
Label: Funny
|
Yes
|
task1355_sent_comp_summarization
|
task1355-acbf65fb99884e61a717f34cd1263d06
|
In this task, you are given a piece of an article. Your task is to generate a short summary of the text. Try to give the summary in just one sentence.
A new study has revealed that regular aerobic exercise boosts memory area of brain and may help to slow down advance of dementia in older women.
|
A woman who shares her home with 50 skunks says.
|
task159_check_frequency_of_words_in_sentence_pair
|
task159-6ae794725a484031a6508c28c231bc82
|
In this task, answer 'Yes' if the frequency of the given word in the two sentences is equal, else answer 'No'.
Sentence1: 'people gathered on the street dressed in costumes next to a rainbow sheet', Sentence2: 'the pair of kids in the green meadows fly a colorful kite'. Is the frequency of the word 'kite' in two sentences equal?
|
No
|
task592_sciq_incorrect_answer_generation
|
task592-97dcaab576b74021b018b081f253fcff
|
Given a scientific question, generate an incorrect answer to the given question. The incorrect answer should be a plausible alternative to the correct answer. The answer should be some other item belonging to the same category as the correct answer but should be incorrect.
Body plans do provide a succinct way to compare and contrast what?
|
distinctive animal features
|
task638_multi_woz_classification
|
task638-57c5a5b0cd0f4d0c9671170bb97913cd
|
You are shown a conversation between a user and system. Identify who has spoken the indicated sentence based on the conversation.
Sentence1: Yes please book a seat for me. And can you tell me if there are any african restaurants in ely near the train station? Sentence2: I'd like to travel on Saturday, but I don't want to leave until after 19:30. Sentence3: What is the price and travel time for that train? Sentence4: What day would you like to travel, and at what time do you want to leave? Sentence5: Hello. I need a train ticket on a train going from Cambridge to Ely. Sentence6: The travel time is 17 minutes and it will cost you 3.52 pounds. Sentence7: I'm happy to be of service. Enjoy your time in Cambridge! Sentence8: Great that's all the info I needed today thank you. Sentence9: TR7349 will depart cambridge at 19:50 on Saturday, arriving in Ely at 20:07. Will that work? Sentence10: Your seat has been booked for the TR7349, reference number is ER5D744W . I can look up African restaurants in Cambridge but not Ely. Question: Who has spoken the sentence 3? (A) User (B) System
|
Answer: (B) System
|
task302_record_classification
|
task302-b4c48f30e98f415d9574a6b48392ffd0
|
In this task, you will be presented with a passage and have to answer a question based on your understanding of the events inferred from the passage. Among the entities, try to find the best entity that is most likely to fill in "_" and classify the answers based on options.
Italy coach Antonio Conte believes that players of Italian descent should be free to decide whether they want to play for the 'azzurri'. Conte's latest call-ups, Argentine-born Franco Vazquez and Brazilian-born Eder, have caused a stir in Italy even though both players possess Italian passports. 'I'm not the first (to call-up a player of Italian descent) and I won't be last,' Conte told a news conference on Monday. Brazilian-born Eder (right) is one of two players not born in Italy to be called up by Antonio Conte The Italy manager had defended his right to call up foreign-born players to the national squadAntonio Conte has called up Argentine-born Franco Vazquez and Brazilian-born Eder to the Italy national squadFormer Juventus boss insists players should be free to decide if they want to represent the azzurriInter Milan manager Roberto Mancini holds a different opinion
Questions:'Anyone who wasn't born in Italy, even though he may have _ relatives, shouldn't be allowed to play. (A) Italy (B) Antonio Conte (C) Italian (D) Conte (E) Argentine (F) Franco Vazquez (G) Brazilian (H) Eder (I) Juventus (J) Inter Milan (K) Roberto Mancini
|
(C)
|
task617_amazonreview_category_text_generation
|
task617-1a0cf62ef1374376b0206afd130ea6d0
|
In this task, you're given a review from Amazon and your task is to generate the name of the category of the product based on the review given by the user. The categories are: kitchen, office product, watch, wireless, other, toy, digital video download, camera, jewelry, pet products, sports, industrial supplies, baby product, grocery, drugstore, home improvement, pc, shoes, automotive, digital ebook purchase, musical instruments, beauty, book, electronics, lawn and garden, apparel, home, video games, luggage, furniture, personal care appliances.
After shopping at Amazon since the beginning I was very disappointing to receive this buffet with absolute NO hardware included. I have never ever had this happen. Now I have to wait 7 days for a replacement. Such a disappointment!
|
furniture
|
task157_count_vowels_and_consonants
|
task157-0ccfa54541ed4a4591949f4b5f9bbd50
|
In this task, you need to count the number of vowels (letters 'a', 'e', 'i', 'o', 'u') / consonants (all letters other than vowels) in the given sentence.
Sentence: 'a person standing next to a very large burger'. Count the number of vowels in the given sentence.
|
13
|
task494_review_polarity_answer_generation
|
task494-0b56867d67c44c8394357028ddbd1438
|
Given a review text from amazon and its polarity (either positive or negative). Generate answer "True" if given sentence and its polarity match, otherwise generate answer "False". A review is considered positive if the reviewer is satisfied with the product. Otherwise, it is considered negative.
Review: I got the black stockings in size A/B. They are way off too short. Almost 1" above my knees. I am 5'3" and 125 lbs. Make sure you order at least one size up.I am also disappointed with the customer service. Shipping took exactly 2 weeks. I do not think I would like to order another thing from Essential Apparel.
Polarity: Negative
|
True
|
task429_senteval_tense
|
task429-cca83d0c24fb4f73b193b9682b9b45be
|
In this task you are given a sentence. You must judge whether the main verb of the sentence is in present or past tense. Label the instances as "Present" or "Past" based on your judgment. If there is no verb in the given text, answer "Present".
" You're the one who is perfect, " he rasped.
|
Past
|
task092_check_prime_classification
|
task092-b7438433dd4f43b1bdb6dd2a2d7f5b3f
|
In this task, you need to output 'Yes' if the given number is a prime number otherwise output 'No'. A 'prime number' is a a whole number above 1 that can not be made by multiplying other whole numbers.
42787
|
Yes
|
task1207_atomic_classification_atlocation
|
task1207-3d939b13ed4f45299f3222cec43f0e36
|
In this task, you are given two phrases: Head and Tail, separated with <sep>. The Head and the Tail events are short phrases possibly involving participants. The names of specific people have been replaced by generic words (e.g., PersonX, PersonY, PersonZ). PersonX is always the subject of the event. You have to determine whether the Head is located or can be found at/in/on the Tail or not. Classify your answers into "Yes" and "No". The phrase may also contain "___", a placeholder that can be an object, a person, and/or an action.
Head: PersonX acquires PersonY interest<sep>Tail: to share things
|
No
|
task162_count_words_starting_with_letter
|
task162-7efa64bd604543639169ae1c0e65c806
|
In this task, you need to count the number of words in a sentence that start with the given letter. Answer with numbers and not words.
Sentence: 'a beautiful dinner of authentic pizza with fresh bread a plate of mozzarella and tomatoes and a lovely red wine'. How many words start with the letter 'o' in the sentence.
|
2
|
task246_dream_question_generation
|
task246-9ef05137b06342ee943ef1cd131e46a8
|
In this task, you will be shown a conversation. You need to write a question with three choices for the conversation. Your question should be answerable based on the conversation and only have one correct answer. Note that you don't need to answer your question. "W" and "M" in the conversations stand for "woman" and "man".
M: Um... Well... Are you free next weekend? W: Well, yes. What do you suggest?
|
What does the woman mean? (A) She has already made her plan. (B) She has to work on her paper tonight. (C) She wants to know the man's suggestion.
|
task1423_mathqa_geometry
|
task1423-010819c4221f45699fbcdfafea5448c1
|
In this task, you need to answer the given multiple-choice question on geometry. Classify your answers into 'a', 'b', 'c', 'd', and 'e'.
Problem: what will be the cost of building a fence around a square plot with area equal to 289 sq ft , if the price per foot of building the fence is rs . 58 ?
Options: ['a ) rs . 3944', 'b ) rs . 3942', 'c ) rs . 3987', 'd ) rs . 3929', 'e ) rs . 3938']
|
a
|
task1336_peixian_equity_evaluation_corpus_gender_classifier
|
task1336-1c51835b9001406695190be5000146db
|
You will be given a sentence containing a pronoun/person name and an emotion. From these implicit parameters, the main goal is to find the gender of the person (male / female).
Katie told us all about the recent annoying events.
|
female
|
task820_protoqa_answer_generation
|
task820-90049bd63db149db9297d4c35181c7a3
|
Write a correct answer for the question. You should reason about prototypical situations and provide the correct answer. Avoid answers that provide incomplete justification for the question.
tell me a word you'd use to describe someone that is mean.
|
horrible
|
task142_odd-man-out_classification_no_category
|
task142-e3f618ab7d274cf7984b676b6c4f6c38
|
Given a set of five words, generate the word from the set that does not belong (i.e. is the least relevant) with the other words. Words are separated by commas.
fine, wispy, alright, mad, well
|
wispy
|
task335_hateeval_classification_aggresive_en
|
task335-e9c1ac27f150400e9d0e30f8c40e3b57
|
In this task, you are given a hateful post in English from online platforms. You are expected to classify the post into two classes: aggresive or non-aggresive. An aggresive post is one that expresses feelings and opinions in an abusive way and tries to dominate others. Note that the URLs in the text have been replaced with [Link].
Post: @M2theMfknJ Agreed MJ! Any Country that has an #OpenBorders policy is in trouble! #BuildThatWall #VoteRedToSaveAmerica #AmericaFirst
|
Non-aggresive
|
task160_replace_letter_in_a_sentence
|
task160-162379b2826046e08734a0ba9f05c44c
|
In this task, you need to replace a letter in the sentence with another given letter.
Sentence: 'a guy looking at a tennis ball with a goofy look'. Replace the letter 'a' with 'x' in the sentence.
|
x guy looking xt x tennis bxll with x goofy look
|
task617_amazonreview_category_text_generation
|
task617-f589befc85fc44ca9baed7b65afa28ea
|
In this task, you're given a review from Amazon and your task is to generate the name of the category of the product based on the review given by the user. The categories are: kitchen, office product, watch, wireless, other, toy, digital video download, camera, jewelry, pet products, sports, industrial supplies, baby product, grocery, drugstore, home improvement, pc, shoes, automotive, digital ebook purchase, musical instruments, beauty, book, electronics, lawn and garden, apparel, home, video games, luggage, furniture, personal care appliances.
Unfortunately every one of them behaved badly by uncontrollable running out of the last 1/3 of line. At the end of the line, it just chips and sputters. I'll be spending the extra money for a quality product.
|
lawn and garden
|
task1595_event2mind_text_generation_1
|
task1595-179ed8ffbcb24711986778bff90328f5
|
The task is to generate text based of an event. For the given event, there will be a person who does the action in the event (usually PersonX). Your task is to write that persons emotional reaction to the event, i.e. how that person feels after doing the action.
PersonX scrapes together a ___
|
good great feel
|
task1384_deal_or_no_dialog_classification
|
task1384-6fad36916ed64c3eb3be0b65377d86cf
|
Given a negotiation between two participants, answer 'Yes' if both participants agree to the deal, otherwise answer 'No'.
THEM: i want the books, you can have the rest YOU: okay THEM: deal.
|
Yes
|
task067_abductivenli_answer_generation
|
task067-67b07a80a458498d8f539e97b170ddea
|
In this task, you're given the beginning and the ending of a three-part story. Your job is to complete the short story by writing a middle sentence that seamlessly connects the first and last sentence. Generated sentences must be short, have fewer than 10 words, and be simple as if narrating to a child. Avoid using any irrelevant extra information when creating the middle sentence, and use names (e.g. Jack, Barbara,...) instead of pronouns (e.g. he / she) wherever possible.
Beginning: A farmer woke up one morning, and found his pigs had gone missing. Ending: It turned out, the pigs had been left in the stables by mistake!
|
His son, who normally let them out, had fallen asleep.
|
task164_mcscript_question_answering_text
|
task164-cbe3b0eb85844bc78b6b3b4b8f38a8d3
|
You are given a paragraph (Passage), a question (Question) and two answer options (Option1 and Option2). Your task is to find the correct answer (and return the string of the correct option, not option1/2) for the given question from the given options and based on the given passage. Answer of the question can be found directly from the passage.
Passage: Everyday I commute to work and drive for two and half hours approximately , which is about seventy miles for a round trip . The gas tank can sustain five days without refill . Today I started to monitor the gas gauge more frequently as the gas gauge is below twenty percent full when I turned on my car at home . By the time I arrived parking structure at work , the gas gauge was a little bit below ten percent , which I think it should be enough for the car to sustain driving home . It was a little relieve as I prefer not to go to the gas station near office for that is a detour and plus I just want to get out of work . Luckily the traffic was good so a fast and steady running make the gas consumption efficient . It was a relieve when I picked up the gas pump and started pumping gas . Question: What was the car about out of? Option1: traffic Option2: It was almost out of gas.
|
It was almost out of gas.
|
task515_senteval_odd_word_out
|
task515-4d6084945604439b9274f75e79a3d0c2
|
In this task, you are given a sentence. You must judge whether a single noun or verb has been replaced with another word with the same part of speech. The inversion would result in the sentence sounding unnatural, So unnatural sentences will be considered changed. Label the instances as "Original" or "Changed" based on your judgment.
" I was thinkin ' to tell ye as how I was worried about the lady and Bessie .
|
Changed
|
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.