|JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997|
(r) There are no costs or liabilities associated with Environmental
Laws, including costs of complying therewith, which would, singly or in the
aggregate, have a material adverse effect on the Companies and their
subsidiaries, taken as a whole.
(s) There are no contracts, agreements or understandings between any
of the Companies and any person granting such person the right to require
the Company to file a registration statement under the Securities Act with
respect to any securities of the Company (except for that certain
Registration Rights Agreement, dated April 22, 1997, among the Company,
DEL-LPL Limited Partnership ("DEL-LPL"), DEL-LPAML Limited Partnership
("DEL-LPAML" and, together with DEL-LPL, the "Employee Partnerships"), DSA-
LSPL, Inc., DSA-LSAM, Inc. and Galbreath Holdings, LLC), and there are no
contracts, agreements or understandings between the Company or either of
the Predecessor Partnerships and any person granting such person the right
to require the Company to include such securities with the Shares
registered pursuant to the Registration Statement.
(t) The Companies have complied with all provisions of Section
517.075, Florida Statutes relating to doing business with the Government of
Cuba or with any person or affiliate located in Cuba.
(u) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, (1) the Companies
and their subsidiaries have not incurred any material liability or
obligation nor entered into any material transaction not in the ordinary
course of business; (2) the Company has not purchased any of its
outstanding capital stock, nor declared, paid or otherwise made any
dividend or distribution of any kind on its capital stock; and (3) there
has not been any material change in the capital stock, short-term debt or
long-term debt of the Companies and their subsidiaries, except in each case
as described in or contemplated by the Prospectus.
(v) The Companies and their subsidiaries have good and marketable
title in fee simple to all real property and good and marketable title to
all personal property owned by them in each case which is material to the
business of the Companies and their subsidiaries, taken as a whole, and in
each case free and clear of all liens, encumbrances and defects except such
as are described in the Prospectus or which would not have a material
adverse effect on the Companies and their subsidiaries, taken as a whole;
and any material real property and buildings held under lease by any of the
Companies or their subsidiaries are held by them under valid, subsisting
and enforceable leases with such exceptions as are not material and do not
materially interfere with the use made of such property and buildings by
the Companies and their subsidiaries, in each case except as described in
or contemplated by the Prospectus.
(w) The Companies and their subsidiaries own or possess adequate
rights to use, or can acquire on reasonable terms, all material patents,
patent rights, licenses,
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