Agreement and Plan of Contribution - 范本
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AGREEMENT AND PLAN OF CONTRIBUTION
BY AND AMONG
REALTY INFORMATION GROUP (DELAWARE), INC.
AND
REALTY INFORMATION GROUP, INC.
AND
REALTY INFORMATION GROUP, L. P.
AND
JAMISON RESEARCH, INC.
AND
THE STOCKHOLDERS OF JAMISON RESEARCH, INC.
DATED FEBRUARY 17, 1998
全文目录如下：
详细内容见附件
1.5 STOCKHOLDERS' REPRESENTATIVE.
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY AND THE STOCKHOLDERS
3.4 CAPITAL STOCK OF THE COMPANY.
3.5 TRANSACTIONS IN CAPITAL STOCK; ACCOUNTING TREATMENT.
3.7 COMPLETE COPIES OF MATERIALS.
3.8 COMPANY FINANCIAL CONDITIONS.
3.10 LIABILITIES AND OBLIGATIONS.
3.12 BANK ACCOUNTS; POWERS OF ATTORNEY.
3.13 ACCOUNTS AND NOTES RECEIVABLE.
3.18 SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS.
3.22 LABOR AND EMPLOYMENT MATTERS.
3.25 CONFORMITY WITH LAW; LITIGATION.
3.26 ABSENCE OF CLAIMS AGAINST COMPANY.
3.29 SECURITIES REPRESENTATIONS.
3.30 NO KNOWLEDGE OF RIG PARTY BREACHES.
REPRESENTATIONS OF THE RIG PARTIES
4.2 AUTHORIZATION; VALIDITY OF OBLIGATIONS.
4.4 CAPITALIZATION OF PARENT AND OWNERSHIP OF PARENT STOCK.
4.6 LIABILITIES AND OBLIGATIONS.
4.12 CONFORMITY WITH LAW; LITIGATION.
4.14 NO KNOWLEDGE OF JAMISON BREACHES.
5.5 ACCESS TO INFORMATION; PUBLIC DISCLOSURE.
5.6 CONDUCT OF BUSINESS PENDING CLOSING.
5.8 NOTIFICATION OF CERTAIN MATTERS.
5.9 SALES OF PARENT COMMON STOCK; REGISTRATION RIGHTS.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE RIG PARTIES
6.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS.
6.3 NO MATERIAL ADVERSE CHANGE.
6.6 COMPANY CHARTER DOCUMENTS.
CONDITIONS PRECEDENT TO OBLIGATIONS OF
THE STOCKHOLDERS AND THE COMPANY
7.1 REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF OBLIGATIONS.
8.1 INDEMNIFICATION BY THE STOCKHOLDERS AND THE COMPANY.
8.2 INDEMNIFICATION BY PARENT.
8.3 LIMITATION AND EXPIRATION.
8.4 INDEMNIFICATION PROCEDURES.
8.5 EFFECTIVENESS OF REPRESENTATIONS WARRANTIES.
9.5 SEVERABILITY; REFORMATION.
10.4 ENTIRE AGREEMENT; AMENDMENT; WAIVER.
10.11 ABSENCE OF THIRD PARTY BENEFICIARY RIGHTS.
10.13 FURTHER REPRESENTATIONS.
附件：
1.
Agreement and Plan of Contribution - Realty Information Group (Delaware) Inc., Realty Information Group Inc., Realty Information Group LP a.docx
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