Exhibit (a)(3)
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 units) limited
partnership units (the "Units") of Maxus Real Property Investors - Four, L.P.
(formerly Xxxxxx Real Property Investors - Four, L.P., (the "Partnership"). The
Units were represented by the following Certificate(s) of Ownership (the
"Certificate(s)") issued to the Investor:
Certificate(s) No. Number of Units 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 Units 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 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 makes 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 Maxus Real Property Investors-Four, L.P., 000 Xxxxxx Xxxx,
Xxxxx Xxxxxx Xxxx, Xxxxxxxx 00000 Attn: Xxxxx Xxxxxx, or such other address as
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 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 Missouri.
_____________________________________________________
Investor Signature
(Please sign exactly as name appears on certificate)
_____________________________________________________
Investor Signature
(if held jointly)
_____________________________________________________
Print Name
_____________________________________________________
Address
Signature(s) Guarantee Required For All Signatures*
Name and Address of Eligible Institution: ______________________________________
________________________________________________________________________________
________________________________________________________________________________
Authorized Signature: __________________________________________________________
Print Name: ____________________________________________________________________
Title: ________________________________ Date: _____________________________
*All signatures must be guaranteed by a member from a registered national
securities exchange, a member of the National Association of Securities Dealers,
Inc. or a commercial bank, savings bank, credit union, savings and loan
association or trust company having an office, branch or agency in the United
States, which is a participant in the Security Transfer Agent Medallion Program.
