|JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997|
which this Agreement is executed will be offered to the public by Morgan Stanley
as set forth in the Prospectus.
The Company, LaSalle Partners Limited Partnership ("LPL") and LaSalle
Partners Management Limited Partnership ("LPML" and, together with LPL, the
"Predecessor Partnerships") shall be collectively referred to herein as the
"Companies." For purposes of this Agreement, the term "subsidiary" shall have
the meaning set forth in Rule 1-02 of Regulation S-X and, as used herein and
unless otherwise indicated, shall refer to a subsidiary of the Company or of
either of the Predecessor Partnerships, as the case may be.
1. Representations and Warranties of the Companies. The Companies
represent and warrant to and agree with each of the Underwriters that:
(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or, to the knowledge
of the Company, threatened by the Commission.
(b) (i) The Registration Statement, when it became effective, did not
contain and, as amended or supplemented, if applicable, will not contain
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
not misleading, (ii) the Registration Statement and the Prospectus comply
and, as amended or supplemented, if applicable, will comply in all material
respects with the Securities Act and the applicable rules and regulations
of the Commission thereunder and (iii) the Prospectus does not contain and,
as amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading, except that the representations and
warranties set forth in this paragraph l(b) do not apply to statements or
omissions in the Registration Statement or the Prospectus based upon
information relating to any Underwriter furnished to the Company in writing
by such Underwriter through you expressly for use therein.
(c) Each of the Company and the Predecessor Partnerships has been duly
incorporated or organized, is validly existing as a corporation or
partnership, as the case may be, in good standing under the laws of the
jurisdiction of its incorporation or organization, has all power and
authority to own its property and to conduct its business as described in
the Prospectus and is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except to the
extent that the failure to be so qualified or be in good standing would not
have a material adverse effect on the Companies and their subsidiaries,
taken as a whole.
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