§ 8.8A-306. Effect of guaranteeing signature, endorsement, or instruction.
(a) A person who guarantees a signature of an endorser of a securitycertificate warrants that at the time of signing:
(1) the signature was genuine;
(2) the signer was an appropriate person to endorse, or if the signature isby an agent, the agent had actual authority to act on behalf of theappropriate person; and
(3) the signer had legal capacity to sign.
(b) A person who guarantees a signature of the originator of an instructionwarrants that at the time of signing:
(1) the signature was genuine;
(2) the signer was an appropriate person to originate the instruction, or ifthe signature is by an agent, the agent had actual authority to act on behalfof the appropriate person, if the person specified in the instruction as theregistered owner was, in fact, the registered owner, as to which fact thesignature guarantor does not make a warranty; and
(3) the signer had legal capacity to sign.
(c) A person who specially guarantees the signature of an originator of aninstruction makes the warranties of a signature guarantor under subsection(b) and also warrants that at the time the instruction is presented to theissuer:
(1) the person specified in the instruction as the registered owner of theuncertificated security will be the registered owner; and
(2) the transfer of the uncertificated security requested in the instructionwill be registered by the issuer free from all liens, security interests,restrictions, and claims other than those specified in the instruction.
(d) A guarantor under subsections (a) and (b) or a special guarantor undersubsection (c) does not otherwise warrant the rightfulness of the transfer.
(e) A person who guarantees an endorsement of a security certificate makesthe warranties of a signature guarantor under subsection (a) and alsowarrants the rightfulness of the transfer in all respects.
(f) A person who guarantees an instruction requesting the transfer of anuncertificated security makes the warranties of a special signature guarantorunder subsection (c) and also warrants the rightfulness of the transfer inall respects.
(g) An issuer may not require a special guaranty of signature, a guaranty ofendorsement, or a guaranty of instruction as a condition to registration oftransfer.
(h) The warranties under this section are made to a person taking or dealingwith the security in reliance on the guaranty, and the guarantor is liable tothe person for loss resulting from their breach. An endorser or originator ofan instruction whose signature, endorsement, or instruction has beenguaranteed is liable to a guarantor for any loss suffered by the guarantor asa result of breach of the warranties of the guarantor.
§ 8.8A-306. Effect of guaranteeing signature, endorsement, or instruction.
(a) A person who guarantees a signature of an endorser of a securitycertificate warrants that at the time of signing:
(1) the signature was genuine;
(2) the signer was an appropriate person to endorse, or if the signature isby an agent, the agent had actual authority to act on behalf of theappropriate person; and
(3) the signer had legal capacity to sign.
(b) A person who guarantees a signature of the originator of an instructionwarrants that at the time of signing:
(1) the signature was genuine;
(2) the signer was an appropriate person to originate the instruction, or ifthe signature is by an agent, the agent had actual authority to act on behalfof the appropriate person, if the person specified in the instruction as theregistered owner was, in fact, the registered owner, as to which fact thesignature guarantor does not make a warranty; and
(3) the signer had legal capacity to sign.
(c) A person who specially guarantees the signature of an originator of aninstruction makes the warranties of a signature guarantor under subsection(b) and also warrants that at the time the instruction is presented to theissuer:
(1) the person specified in the instruction as the registered owner of theuncertificated security will be the registered owner; and
(2) the transfer of the uncertificated security requested in the instructionwill be registered by the issuer free from all liens, security interests,restrictions, and claims other than those specified in the instruction.
(d) A guarantor under subsections (a) and (b) or a special guarantor undersubsection (c) does not otherwise warrant the rightfulness of the transfer.
(e) A person who guarantees an endorsement of a security certificate makesthe warranties of a signature guarantor under subsection (a) and alsowarrants the rightfulness of the transfer in all respects.
(f) A person who guarantees an instruction requesting the transfer of anuncertificated security makes the warranties of a special signature guarantorunder subsection (c) and also warrants the rightfulness of the transfer inall respects.
(g) An issuer may not require a special guaranty of signature, a guaranty ofendorsement, or a guaranty of instruction as a condition to registration oftransfer.
(h) The warranties under this section are made to a person taking or dealingwith the security in reliance on the guaranty, and the guarantor is liable tothe person for loss resulting from their breach. An endorser or originator ofan instruction whose signature, endorsement, or instruction has beenguaranteed is liable to a guarantor for any loss suffered by the guarantor asa result of breach of the warranties of the guarantor.
§ 8.8A-306. Effect of guaranteeing signature, endorsement, or instruction.
(a) A person who guarantees a signature of an endorser of a securitycertificate warrants that at the time of signing:
(1) the signature was genuine;
(2) the signer was an appropriate person to endorse, or if the signature isby an agent, the agent had actual authority to act on behalf of theappropriate person; and
(3) the signer had legal capacity to sign.
(b) A person who guarantees a signature of the originator of an instructionwarrants that at the time of signing:
(1) the signature was genuine;
(2) the signer was an appropriate person to originate the instruction, or ifthe signature is by an agent, the agent had actual authority to act on behalfof the appropriate person, if the person specified in the instruction as theregistered owner was, in fact, the registered owner, as to which fact thesignature guarantor does not make a warranty; and
(3) the signer had legal capacity to sign.
(c) A person who specially guarantees the signature of an originator of aninstruction makes the warranties of a signature guarantor under subsection(b) and also warrants that at the time the instruction is presented to theissuer:
(1) the person specified in the instruction as the registered owner of theuncertificated security will be the registered owner; and
(2) the transfer of the uncertificated security requested in the instructionwill be registered by the issuer free from all liens, security interests,restrictions, and claims other than those specified in the instruction.
(d) A guarantor under subsections (a) and (b) or a special guarantor undersubsection (c) does not otherwise warrant the rightfulness of the transfer.
(e) A person who guarantees an endorsement of a security certificate makesthe warranties of a signature guarantor under subsection (a) and alsowarrants the rightfulness of the transfer in all respects.
(f) A person who guarantees an instruction requesting the transfer of anuncertificated security makes the warranties of a special signature guarantorunder subsection (c) and also warrants the rightfulness of the transfer inall respects.
(g) An issuer may not require a special guaranty of signature, a guaranty ofendorsement, or a guaranty of instruction as a condition to registration oftransfer.
(h) The warranties under this section are made to a person taking or dealingwith the security in reliance on the guaranty, and the guarantor is liable tothe person for loss resulting from their breach. An endorser or originator ofan instruction whose signature, endorsement, or instruction has beenguaranteed is liable to a guarantor for any loss suffered by the guarantor asa result of breach of the warranties of the guarantor.
