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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/15/1997
Entire Document
 
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          4.2  This Agreement constitutes the valid and legally binding
obligation of such Purchaser enforceable against such Purchaser in accordance
with its terms, except to the extent that its enforceability may be limited by
applicable bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors' rights generally and by principles of equity regarding
the availability of remedies.

          4.3  The general and limited partnership interests in LPL and LPML
held by the Purchasers are the only partnership or other ownership interests in
LPL and LPML outstanding; upon consummation of the transactions contemplated by
this Agreement, the Corporation will acquire good and valid title to the
partnership interests in LPL and LPML held by such purchaser, free and clear of
any liens, claims, charges or encumbrances of any kind whatsoever.

          4.4  Such Purchaser, as of the date hereof, has, and as of the Closing
Date, will have:

               (a)  acknowledged that neither it nor anyone acting on its behalf
has directly or indirectly offered the Securities or any part thereof for sale
to, or solicited any offer to buy the same from, any other person;

               (b)  acknowledged that the Securities will not be registered as
of the Closing Date under the Securities Act by reason that the sale
contemplated hereby is exempt from registration pursuant to Section 4 of the
Securities Act of 1933, as amended (the "Securities Act"), and that reliance of
the Corporation on such exemption is predicated in part on the representations
set forth in this Section 4.4;

               (c)  represented and warranted that the Securities are being
acquired by it for its own account and not with a view to, or for sale in
connection with, any distribution thereof in violation of the Securities Act,
except for the distribution by (i) G-LPL of all the Securities held by it to its
members and (ii) G-LLC of all of the Securities held by it either (x) to an
affiliated limited liability company, which interests will be transferred into
three separate trusts whose beneficiaries are members of G-LPL or members of
their immediate family or (y) to its members or trusts whose beneficiaries are
members of G-LPL or members of their immediate family (the distributees set
forth in this Section 4.4(c), collectively, the "Galbreath Transferees");

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