EXHIBIT(a)(1)(iii)
FORM OF AFFIDAVIT AND INDEMNIFICATION AGREEMENT
FOR MISSING CERTIFICATE(S) OF OWNERSHIP.
AFFIDAVIT AND INDEMNIFICATION AGREEMENT
FOR MISSING CERTIFICATE(S) OF OWNERSHIP
State of ______________
County of ____________
__________________________________
__________________________________
_____________________________________ (The "Investor")
being duly sworn, deposes and says:
1. The Investor is of legal age and is the true and lawful, present and sole,
record and beneficial owner of _________ (insert number of interests) limited
partnership interests (the "Interests") of NTS-Properties VII (the
"Partnership"). The Interests were represented by the following Certificate(s)
of Ownership (the "Certificate(s)") issued to the Investor:
Certificate(s) No. Number of Interests Date Issued
------------------ ------------------- -----------
The Certificate(s) was (were) lost, stolen, destroyed or misplaced under the
following circumstances:
____________________________________________________________ and after diligent
search, the Certificate(s) could not be found.
2. Neither the Certificate(s) nor any interest therein has at any time been
sold, assigned, endorsed, transferred, pledged, deposited under any agreement or
other disposed of, whether or not for value, by or on behalf of the Investor.
Neither the Investor nor anyone acting on the Investor's behalf has at any time
signed any power of attorney, any stock power or other authorization with
respect to the Certificate(s) and no person or entity of any type other than the
Investor has or has asserted any right, title, claim or interest in or to the
Certificate(s) or to the Interests represented thereby.
3. The Investor hereby requests, and this Affidavit and Indemnification
Agreement is made and given in order to induce the Partnership, (i) to refuse to
recognize any person other than the Investor as the owner of the Certificate(s)
and (ii) to refuse to make any payment, transfer, registration, delivery or
exchange called for by the Certificate(s) to any person other than the Investor
and to refuse the Certificates or to make the payment, transfer, registration,
delivery or exchange called for by the Certificate(s) without the surrender
thereof or cancellation.
4. If the Investor or the representative or the assigns of the Investor should
find or recover the Certificate(s), the Investor will immediately surrender and
deliver the same to the Partnership for cancellation without requiring any
consideration thereof.
5. The Investor agrees in consideration of the issuance to the Investor of a new
certificate in substitution for the Certificate(s), to indemnify and hold
harmless the Partnership, each general partner of the Partnership, each
affiliate of the Partnership and any person, firm or corporation now or
hereafter acting as the transfer agent, registrar, trustee, depositary,
redemption, fiscal or paying agent of the Partnership, or in any other capacity
and their respective successors and assigns, from and against any and all
liabilities, losses, damages, costs and expenses of every nature (including
reasonable attorney's fees) in connection with, or arising out of, the lost,
stolen, destroyed or mislaid Certificate(s) without the surrender thereof and,
whether or not: (a) based upon or arising out of the honoring of, or refusing to
honor, the Certificate(s) when presented to anyone, (b) or
based upon or arising from inadvertence, accident, oversight or neglect on the
part of the Partnership, its affiliates or any general Partner of the
Partnership, agents, clerk, or employee of the Partnership or any general
partner of the Partnership and/or the omission or failure to inquire into
contest or litigate the right of any applicant to receive payment, credit,
transfer, registration, exchange or delivery in respect of the Certificate(s)
and/or the new instrument or instruments issued in lieu thereof, (c) and/or
based upon or arising out of any determination which the Partnership, its
affiliates or any general partner thereof may in fact make as to the merits of
any such claim, right, or title, (d) and/or based upon or arising out of any
fraud or negligence on the part of the Investor in connection with reporting the
loss of the Certificate(s) and the issuance of new instrument or instruments in
lieu thereof, (e) and/or based upon or arising out of any other matter or thing
whatsoever it may be.
6. The Investor agrees that all notices, requests, demands and other
communications under this Affidavit and Indemnification Agreement shall be in
writing and shall be mailed to the party to whom notice is to be given by
certified or registered mail, postage prepaid; if intended for the Partnership
shall be addressed to Gemisys, 0000 X. Xxxxxx Xxxx., Xxxxxxxxx, XX 00000 Attn.:
NTS Investor Services, or such other address as to which the Partnership shall
have given notice to the Investor at the address set forth at the end of this
Affidavit and Indemnification Agreement or at such other address as to which the
Investor shall have given prior notice to the Partnership in a manner herein
provided.
7. No waiver shall be deemed to be made by the Partnership or its affiliates of
any of its rights hereunder unless the same shall be in writing, and each
waiver, if any, shall be a waiver only with respect to the specific instance
involved and shall in no way impair the rights of the Partnership or its
affiliates or the obligations of the Investor in any other respect at any other
time.
8. The provisions of this Affidavit and Indemnification Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the
Partnership and its affiliates and the Investor.
9. This Affidavit and Indemnification Agreement shall be governed by and
construed in accordance with the laws of the State of Kentucky.
_______________________________________________
Investor Signature
(Please sign exactly as name appears on
certificate)
_______________________________________________
Investor Signature
(if held jointly)
_______________________________________________
Name
_______________________________________________
Address
Sworn to me this ____ day of
________________, 2002.
Notary Public
My commission expires: / /
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