|JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997|
(bb) The Company and its subsidiaries maintain, and the Predecessor
Partnerships and their subsidiaries have maintained, a system of internal
accounting controls sufficient to provide reasonable assurance that (1)
transactions are executed in accordance with management's general or
specific authorizations; (2) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability; (3)
access to assets is permitted only in accordance with management's general
or specific authorization; and (4) the recorded accountability for assets
is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.
(cc) All offers, sales or other issuances of the Company's capital
stock prior to the date hereof were at all relevant times exempt from the
registration requirements of the Securities Act and were duly registered
with or the subject of an available exemption from the registration of the
applicable state securities or Blue Sky laws.
(dd) Following the Partnership Interests Exchange, as defined in and
as described in the Prospectus under the caption "Incorporation
Transactions," neither the Predecessor Partnerships' ability to distribute
any cash or property to the Company, nor the Company's ability to receive
any such distributions from the Predecessor Partnerships, will be impeded
by any law or agreement.
Furthermore, the Companies represent and warrant to Morgan Stanley
that (i) the Registration Statement, the Prospectus and any preliminary
prospectus comply, and any further amendments or supplements thereto will
comply, with any applicable laws or regulations of foreign jurisdictions in
which the Prospectus or any preliminary prospectus, as amended or supplemented,
if applicable, are distributed in connection with the Directed Share Program,
and that (ii) no authorization, approval, consent, license, order, registration
or qualification of or with any government, governmental instrumentality or
court, other than such as have been obtained, is necessary under the securities
laws and regulations of foreign jurisdictions in which the Directed Shares are
offered outside the United States.
2. Representations and Warranties of the Selling Shareholder. The
Selling Shareholder represents and warrants to and agrees with each of the
(a) This Agreement has been duly authorized, executed and delivered by
or on behalf of the Selling Shareholder.
(b) The execution and delivery by the Selling Shareholder of, and the
performance by the Selling Shareholder of its obligations under, this
Agreement will not contravene any provision of applicable law, or the
certificate of formation or formation agreement of the Selling Shareholder,
or any agreement or other instrument binding upon the Selling Shareholder
or any judgment, order or decree of any governmental body,
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