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.
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to REIT Formation

  • Due Formation The Company is a company duly incorporated as an exempted company with limited liability, validly existing and in good standing under the laws of the Cayman Islands. The Company has all requisite power and authority to carry on its business as it is currently being conducted.

  • Partnership Formation and Identification 6 2.1 Formation............................................................................................ 6 2.2 Name, Office and Registered Agent.................................................................... 6 2.3 Partners............................................................................................. 6 2.4

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.

  • Name; Formation The name of the Company is “Sunterra Xxxxx Xxxxx Development, LLC.” The Manager may change the name of the Company from time to time. The Company was formed by the filing of the Certificate, and the filing of the Certificate by Xxxx X. Xxxxxxxx as an authorized person within the meaning of the Act is hereby ratified and confirmed in all respects. The Manager agrees to execute and file, in the appropriate governmental jurisdictions, such additional certificates as may be required in the conduct of the Company’s business.

  • Partnership Name The name of the Partnership is “OZ Advisors II LP.” The name of the Partnership may be changed from time to time by the General Partner.

  • Formation of Partnership The Partnership was formed on August 3, 2018 pursuant to the provisions of the Delaware Act.

  • Tax Partnership It is the intention of the Members that the Company be classified as a partnership for U.S. federal income tax purposes. Unless otherwise approved by each Member, neither the Company nor any Member shall make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state Law or to be classified as other than a partnership pursuant to Treasury Regulation Section 301.7701-3.

  • Articles of Organization This Company is organized pursuant to the provisions of the COLORADO LIMITED LIABILITY COMPANY ACT (the “Act”, codified in Colorado Revised Statues §7-80-100 et seq. as it may be amended from time to time) and pursuant to Articles of Organization filed with the Secretary of State on January 24, 2014. The rights and obligations of the Company and the Members shall be provided in this Operating Agreement.

  • Good Standing of the Operating Partnership; Partnership Agreement The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Maryland and has partnership power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the Operating Partnership is duly qualified as a foreign partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. The Company is the sole general partner of the Operating Partnership. The aggregate percentage interests of the Company and the limited partners in the Operating Partnership as of the most recently completed fiscal quarter for which financial statements have been filed with the Commission is as set forth in the Prospectus. The Seventh Amended and Restated Partnership Agreement of the Operating Partnership has been duly and validly authorized, executed and delivered by or on behalf of the partners of the Operating Partnership and constitutes a valid and binding agreement of the parties thereto, enforceable in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to rights to indemnity and contribution thereunder, except as rights may be limited by applicable law or policies underlying such law.

  • Certificate of Formation The execution of the Certificate of Formation and the filing thereof in the office of the Secretary of State of the State of Delaware are hereby ratified, confirmed and approved.

Time is Money Join Law Insider Premium to draft better contracts faster.