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Uniform Commercial Code | |
Uniform Commercial Code - Investment Securities | |
Section 107 | Warranties in direct holding. |
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70A-8-107. Warranties in direct holding. (1) A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by indorsement, warrants to any subsequent purchaser, that: (a) the certificate is genuine and has not been materially altered; (b) the transferor or indorser does not know of any fact that might impair the validity of the security; (c) there is no adverse claim to the security; (d) the transfer does not violate any restriction on transfer; (e) if the transfer is by indorsement, the indorsement is made by an appropriate person, or if the indorsement is by an agent, the agent has actual authority to act on behalf of the appropriate person; and (f) the transfer is otherwise effective and rightful. (2) A person who originates an instruction for registration of transfer of an uncertificated security to a purchaser for value warrants to the purchaser that: (a) the instruction is made by an appropriate person, or if the instruction is by an agent, the agent has actual authority to act on behalf of the appropriate person; (b) the security is valid; (c) there is no adverse claim to the security; and (d) at the time the instruction is presented to the issuer: (i) the purchaser will be entitled to the registration of transfer; (ii) the transfer will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction; (iii) the transfer will not violate any restriction on transfer; and (iv) the requested transfer will otherwise be effective and rightful. (3) A person who transfers an uncertificated security to a purchaser for value and does not originate an instruction in connection with the transfer warrants that: (a) the uncertificated security is valid; (b) there is no adverse claim to the security; (c) the transfer does not violate any restriction on transfer; and (d) the transfer is otherwise effective and rightful. (4) A person who indorses a security certificate warrants to the issuer that: (a) there is no adverse claim to the security; and (b) the indorsement is effective. (5) A person who originates an instruction for registration of transfer of an uncertificated security warrants to the issuer that: (a) the instruction is effective; and (b) at the time the instruction is presented to the issuer the purchaser will be entitled to the registration of transfer. (6) A person who presents a certificated security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment, or exchange, but a purchaser for value and without notice of adverse claims to whom transfer is registered warrants only that the person has no knowledge of any unauthorized signature in a necessary indorsement. (7) If a person acts as agent of another in delivering a certificated security to a purchaser,
the identity of the principal was known to the person to whom the certificate was delivered, and
the certificate delivered by the agent was received by the agent from the principal or received by
the agent from another person at the direction of the principal, the person delivering the security
certificate warrants only that the delivering person has authority to act for the principal and does
not know of any adverse claim to the certificated security.
Repealed and Re-enacted by Chapter 204, 1996 General Session |
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