§425-102  Knowledge and notice.  (a)  Aperson knows a fact if the person has actual knowledge of it.

(b)  A person has notice of a fact if theperson:

(1)  Knows of it;

(2)  Has received a notification of it; or

(3)  Has reason to know it exists from all of thefacts known to the person at the time in question.

(c)  A person notifies or gives a notificationto another by taking steps reasonably required to inform the other person inordinary course, whether or not the other person learns of it.

(d)  A person receives a notification when thenotification:

(1)  Comes to the person's attention; or

(2)  Is duly delivered at the person's place ofbusiness or at any other place held out by the person as a place for receivingcommunications.

(e)  Except as otherwise provided in subsection(f), a person other than an individual knows, has notice, or receives anotification of a fact for purposes of a particular transaction when theindividual conducting the transaction knows, has notice, or receives a notificationof the fact, or in any event when the fact would have been brought to theindividual's attention if the person had exercised reasonable diligence.  Aperson exercises reasonable diligence if the person maintains reasonableroutines for communicating significant information to the individual conductingthe transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person tocommunicate information unless the communication is part of the individual'sregular duties or the individual has reason to know of the transaction and thatthe transaction would be materially affected by the information.

(f)  A partner's knowledge, notice, or receiptof a notification of a fact relating to the partnership is effectiveimmediately as knowledge by, notice to, or receipt of a notification by thepartnership, except in the case of a fraud on the partnership committed by orwith the consent of that partner. [L 1999, c 284, pt of §1]