CORPORATE STOCK TRANSFER
3200 CHERRY CREEK DR SOUTH STE 430
DENVER, CO 80209
303-282-4800
A B A N D O N M E N T A U T H O R I Z A T I O N
Partnership:
Attn:Transfer Services
As a limited partner in the above referenced limited partnership (the “Partnership”), effective as of the date hereof, I hereby withdraw as a limited partner and freely abandon and relinquish all right, title and interest in and to my Partnership interest. I understand and acknowledge that there will likely be significant and material federal and state tax consequences as a result of abandoning my Partnership interest, including, but not limited to, income taxes arising from the recapture of depreciation and other losses previously deducted by me as a limited partner, and the inability to take an ordinary deduction or loss with respect to my Partnership interest that I have incurred or may incur. I agree that if requested to do so, I will execute an assignment of Partnership interest, or other similar document, in connection with the abandonment of my Partnership interest, pursuant to which my Partnership interest will be assigned to either the Partnership, or to the other partners of the Partnership, pro rata, as provided by the applicable Partnership agreement, or otherwise, as determined by any general partner.
I acknowledge that I have sufficient knowledge, understanding and experience in financial and business matters, such that I am capable of evaluating the merits and risks of the abandonment of my Partnership interest. I further acknowledge that I am able to bear the economic, tax, legal and other risks that may be associated with the abandonment of my Partnership interest.
With respect to legal, tax, accounting, financial and other considerations involved in the abandonment of my Partnership interest, I am not relying on the Partnership, any general partner of the Partnership or any agent, employee, representative, or legal counsel of the Partnership or of any general partner. Prior to my delivery of this authorization, I have had an opportunity to carefully consider, and discuss with professional legal, tax, accounting, financial and other advisors, the legal, tax, accounting and financial risks associated with the abandonment of my Partnership interest, and I understand and appreciate the likely outcome and risks involved in the abandonment of my Partnership interest.
I hereby release and forever discharge the Partnership and its past and present agents, representatives, employees, managers, general partners, officers, directors, partners, and affiliates (collectively, the “Released Parties”) from any and all claims which I (or my heirs, executors, administrators, successors or assigns) now have, have ever had or may hereafter have against the Released Parties arising contemporaneously with or prior to the date hereof or on account of or arising out of any matter, cause or event related to the abandonment of my Partnership interest.
I agree that I shall pay any transfer or similar taxes applicable to the abandonment of my partnership interest and shall indemnify and hold harmless the Partnership and any general partner for any taxes imposed in connection with the abandonment of my Partnership interest.
I acknowledge that I have requested the Partnership to provide me with this Abandonment Authorization, and that the Partnership shall be entitled to rely on all of the statements made herein. I further acknowledge that this Abandonment Authorization is binding on me, notwithstanding the fact that this authorization has been supplied to me by the Partnership, and I agree that the fact that this authorization has been supplied to me by the Partnership shall not be a basis for construing any provision set forth herein more strictly against the Partnership or any general partner.
This Abandonment Authorization has been duly authorized, executed and delivered by the undersigned, and constitutes a valid and binding obligation of the undersigned.
This day of , 20.
Signature of Limited Partner
Investor's Name/Current registration information
Print Address of Limited Partner
(Record number)
State of ______
County of ______
On the ______of ______, 20____ personally appeared before me ______personally known to me or proven to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity on behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal
Notary Public ______
My Commission Expires ______
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347769.05-Chicago Server 2AMSW - Draft October 4, 2002 - 1:43 PM