(a) A person whotransfers a certificated security to a purchaser for value warrants to thepurchaser, and an indorser, if the transfer is by indorsement, warrants to anysubsequent purchaser, that:
(1) The certificate isgenuine and has not been materially altered;
(2) The transferor orindorser does not know of any fact that might impair the validity of thesecurity;
(3) There is no adverseclaim to the security;
(4) The transfer doesnot violate any restriction on transfer;
(5) If the transfer isby indorsement, the indorsement is made by an appropriate person, or if theindorsement is by an agent, the agent has actual authority to act on behalf ofthe appropriate person; and
(6) The transfer isotherwise effective and rightful.
(b) A person whooriginates an instruction for registration of transfer of an uncertificatedsecurity to a purchaser for value warrants to the purchaser that:
(1) The instruction ismade by an appropriate person, or if the instruction is by an agent, the agenthas actual authority to act on behalf of the appropriate person;
(2) The security isvalid;
(3) There is no adverseclaim to the security; and
(4) At the time theinstruction is presented to the issuer:
(i) The purchaser willbe entitled to the registration of transfer;
(ii) The transfer willbe registered by the issuer free from all liens, security interests,restrictions, and claims other than those specified in the instruction;
(iii) The transfer willnot violate any restriction on transfer; and
(iv) The requestedtransfer will otherwise be effective and rightful.
(c) A person whotransfers an uncertificated security to a purchaser for value and does notoriginate an instruction in connection with the transfer warrants that:
(1) The uncertificatedsecurity is valid;
(2) There is no adverseclaim to the security;
(3) The transfer doesnot violate any restriction on transfer; and
(4) The transfer isotherwise effective and rightful.
(d) A person whoindorses a security certificate warrants to the issuer that:
(1) There is no adverseclaim to the security; and
(2) The indorsement iseffective.
(e) A person whooriginates an instruction for registration of transfer of an uncertificatedsecurity warrants to the issuer that:
(1) The instruction iseffective; and
(2) At the time theinstruction is presented to the issuer the purchaser will be entitled to theregistration of transfer.
(f) A person whopresents a certificated security for registration of transfer or for payment orexchange warrants to the issuer that the person is entitled to theregistration, payment, or exchange, but a purchaser for value and withoutnotice of adverse claims to whom transfer is registered warrants only that theperson has no knowledge of any unauthorized signature in a necessaryindorsement.
(g) If a person acts asagent of another in delivering a certificated security to a purchaser, theidentity of the principal was known to the person to whom the certificate wasdelivered, and the certificate delivered by the agent was received by the agentfrom the principal or received by the agent from another person at thedirection of the principal, the person delivering the security certificatewarrants only that the delivering person has authority to act for the principaland does not know of any adverse claim to the certificated security.
(h) A secured party whoredelivers a security certificate received, or after payment and on order ofthe debtor delivers the security certificate to another person, makes only thewarranties of an agent under subsection (g) of this section.
(i) Except asotherwise provided in subsection (g) of this section, a broker acting for acustomer makes to the issuer and a purchaser the warranties provided insubsections (a) through (f) of this section. A broker that delivers a securitycertificate to its customer, or causes its customer to be registered as theowner of an uncertificated security, makes to the customer the warrantiesprovided in subsection (a) or (b) of this section, and has the rights andprivileges of a purchaser under this section. The warranties of and in favor ofthe broker acting as an agent are in addition to applicable warranties given byand in favor of the customer. (1989, c. 588, s. 1; 1997‑181,s. 1.)
(a) A person whotransfers a certificated security to a purchaser for value warrants to thepurchaser, and an indorser, if the transfer is by indorsement, warrants to anysubsequent purchaser, that:
(1) The certificate isgenuine and has not been materially altered;
(2) The transferor orindorser does not know of any fact that might impair the validity of thesecurity;
(3) There is no adverseclaim to the security;
(4) The transfer doesnot violate any restriction on transfer;
(5) If the transfer isby indorsement, the indorsement is made by an appropriate person, or if theindorsement is by an agent, the agent has actual authority to act on behalf ofthe appropriate person; and
(6) The transfer isotherwise effective and rightful.
(b) A person whooriginates an instruction for registration of transfer of an uncertificatedsecurity to a purchaser for value warrants to the purchaser that:
(1) The instruction ismade by an appropriate person, or if the instruction is by an agent, the agenthas actual authority to act on behalf of the appropriate person;
(2) The security isvalid;
(3) There is no adverseclaim to the security; and
(4) At the time theinstruction is presented to the issuer:
(i) The purchaser willbe entitled to the registration of transfer;
(ii) The transfer willbe registered by the issuer free from all liens, security interests,restrictions, and claims other than those specified in the instruction;
(iii) The transfer willnot violate any restriction on transfer; and
(iv) The requestedtransfer will otherwise be effective and rightful.
(c) A person whotransfers an uncertificated security to a purchaser for value and does notoriginate an instruction in connection with the transfer warrants that:
(1) The uncertificatedsecurity is valid;
(2) There is no adverseclaim to the security;
(3) The transfer doesnot violate any restriction on transfer; and
(4) The transfer isotherwise effective and rightful.
(d) A person whoindorses a security certificate warrants to the issuer that:
(1) There is no adverseclaim to the security; and
(2) The indorsement iseffective.
(e) A person whooriginates an instruction for registration of transfer of an uncertificatedsecurity warrants to the issuer that:
(1) The instruction iseffective; and
(2) At the time theinstruction is presented to the issuer the purchaser will be entitled to theregistration of transfer.
(f) A person whopresents a certificated security for registration of transfer or for payment orexchange warrants to the issuer that the person is entitled to theregistration, payment, or exchange, but a purchaser for value and withoutnotice of adverse claims to whom transfer is registered warrants only that theperson has no knowledge of any unauthorized signature in a necessaryindorsement.
(g) If a person acts asagent of another in delivering a certificated security to a purchaser, theidentity of the principal was known to the person to whom the certificate wasdelivered, and the certificate delivered by the agent was received by the agentfrom the principal or received by the agent from another person at thedirection of the principal, the person delivering the security certificatewarrants only that the delivering person has authority to act for the principaland does not know of any adverse claim to the certificated security.
(h) A secured party whoredelivers a security certificate received, or after payment and on order ofthe debtor delivers the security certificate to another person, makes only thewarranties of an agent under subsection (g) of this section.
(i) Except asotherwise provided in subsection (g) of this section, a broker acting for acustomer makes to the issuer and a purchaser the warranties provided insubsections (a) through (f) of this section. A broker that delivers a securitycertificate to its customer, or causes its customer to be registered as theowner of an uncertificated security, makes to the customer the warrantiesprovided in subsection (a) or (b) of this section, and has the rights andprivileges of a purchaser under this section. The warranties of and in favor ofthe broker acting as an agent are in addition to applicable warranties given byand in favor of the customer. (1989, c. 588, s. 1; 1997‑181,s. 1.)
(a) A person whotransfers a certificated security to a purchaser for value warrants to thepurchaser, and an indorser, if the transfer is by indorsement, warrants to anysubsequent purchaser, that:
(1) The certificate isgenuine and has not been materially altered;
(2) The transferor orindorser does not know of any fact that might impair the validity of thesecurity;
(3) There is no adverseclaim to the security;
(4) The transfer doesnot violate any restriction on transfer;
(5) If the transfer isby indorsement, the indorsement is made by an appropriate person, or if theindorsement is by an agent, the agent has actual authority to act on behalf ofthe appropriate person; and
(6) The transfer isotherwise effective and rightful.
(b) A person whooriginates an instruction for registration of transfer of an uncertificatedsecurity to a purchaser for value warrants to the purchaser that:
(1) The instruction ismade by an appropriate person, or if the instruction is by an agent, the agenthas actual authority to act on behalf of the appropriate person;
(2) The security isvalid;
(3) There is no adverseclaim to the security; and
(4) At the time theinstruction is presented to the issuer:
(i) The purchaser willbe entitled to the registration of transfer;
(ii) The transfer willbe registered by the issuer free from all liens, security interests,restrictions, and claims other than those specified in the instruction;
(iii) The transfer willnot violate any restriction on transfer; and
(iv) The requestedtransfer will otherwise be effective and rightful.
(c) A person whotransfers an uncertificated security to a purchaser for value and does notoriginate an instruction in connection with the transfer warrants that:
(1) The uncertificatedsecurity is valid;
(2) There is no adverseclaim to the security;
(3) The transfer doesnot violate any restriction on transfer; and
(4) The transfer isotherwise effective and rightful.
(d) A person whoindorses a security certificate warrants to the issuer that:
(1) There is no adverseclaim to the security; and
(2) The indorsement iseffective.
(e) A person whooriginates an instruction for registration of transfer of an uncertificatedsecurity warrants to the issuer that:
(1) The instruction iseffective; and
(2) At the time theinstruction is presented to the issuer the purchaser will be entitled to theregistration of transfer.
(f) A person whopresents a certificated security for registration of transfer or for payment orexchange warrants to the issuer that the person is entitled to theregistration, payment, or exchange, but a purchaser for value and withoutnotice of adverse claims to whom transfer is registered warrants only that theperson has no knowledge of any unauthorized signature in a necessaryindorsement.
(g) If a person acts asagent of another in delivering a certificated security to a purchaser, theidentity of the principal was known to the person to whom the certificate wasdelivered, and the certificate delivered by the agent was received by the agentfrom the principal or received by the agent from another person at thedirection of the principal, the person delivering the security certificatewarrants only that the delivering person has authority to act for the principaland does not know of any adverse claim to the certificated security.
(h) A secured party whoredelivers a security certificate received, or after payment and on order ofthe debtor delivers the security certificate to another person, makes only thewarranties of an agent under subsection (g) of this section.
(i) Except asotherwise provided in subsection (g) of this section, a broker acting for acustomer makes to the issuer and a purchaser the warranties provided insubsections (a) through (f) of this section. A broker that delivers a securitycertificate to its customer, or causes its customer to be registered as theowner of an uncertificated security, makes to the customer the warrantiesprovided in subsection (a) or (b) of this section, and has the rights andprivileges of a purchaser under this section. The warranties of and in favor ofthe broker acting as an agent are in addition to applicable warranties given byand in favor of the customer. (1989, c. 588, s. 1; 1997‑181,s. 1.)
