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SEC Filings

JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
Entire Document
several in proportion to the respective number of Shares they have purchased
hereunder, and not joint.

          (g) The Sellers, the Predecessor Partnerships and the Underwriters
agree that it would not be just or equitable if contribution pursuant to this
Section 9 were determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of allocation
that does not take account of the equitable considerations referred to in
paragraph (f) of this Section 9. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages and liabilities referred to in
the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section 9, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Shares underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages that
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 9 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.

          (h) The indemnity and contribution provisions contained in this
Section 9 and the representations, warranties and other statements of the
Company and the Selling Shareholder contained in this Agreement shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Underwriter or any
person controlling any Underwriter, the Selling Shareholder or any person
controlling the Selling Shareholder, or the Company, its officers or directors
or any person controlling the Company and (iii) acceptance of and payment for
any of the Shares. Notwithstanding the foregoing, the representations and 
warranties of the Predecessor Partnerships shall not survive the consummation of
the Offering (it being understood that the representations, warranties and the 
other statements of the Company continue to remain in effect as provided 

          (i) Notwithstanding the foregoing provisions of this Section 9, the
obligations of the Predecessor Partnerships under this Section 9 is contingent
and shall become effective only upon a failure of the offering of the Firm
Shares to be consummated pursuant to the terms of this Agreement and, in the
absence of such a failure, the Predecessor Partnerships will have no liability
or obligation under the foregoing provisions (it being understood that the
absence of any obligation of the Predecessor Partnerships under this Section 9
shall not affect the obligations of the Company under this Section 9).

          10.  Termination.  This Agreement shall be subject to termination by
notice given by you to the Company, if (a) after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally shall have
been suspended or materially limited on or by, as the case may be, any of the
New York Stock Exchange, the American Stock Exchange, the National Association
of Securities Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the 


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