REIT Formation Sample Clauses

REIT Formation. Its is acknowledged and agreed that, as more particularly described in that certain Proxy Statement of Arizona Land Income Corporation (“AZL”), as filed with the Securities and Exchange Commission on or around December 12, 2007, certain Affiliates of the Buyer are actively pursuing those certain transactions described in such Proxy Statement, including but not limited to a transaction pursuant to which it is contemplated that (among other things): (i) AZL will reincorporate as a Maryland corporation which is treated for tax purposes as a “real estate investment trust” (as defined in the Code) (such reincorporated entity being referred to as “POP Trust”), (ii) POP Trust will change its name to “Pacific Office Properties Trust, Inc.,” and (iii) such Affiliates of the Buyer will, directly or indirectly, contribute various assets and/or cash to a newly formed limited partnership (the “POP LP”) whose general partner will be POP Trust (collectively, the “Reverse Merger”). It is further acknowledged and agreed that, as a result of the Reverse Merger, POP Trust, POP LP, and/or their respective Affiliates (collectively, the “Public Reporting Entities”) may be subject to various public reporting obligations including, but not limited to, those imposed pursuant to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or, in each case, any regulations or administrative pronouncements promulgated thereunder. Nothing in this Section 5.2 or elsewhere in this Agreement shall be deemed to constitute a covenant, representation or warranty, express or implied, that POP Trust and/or POP LP will be formed and/or that the Reverse Merger will be consummated.