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<section article="gcl" article_name="Commercial Law" number="8-108" title_number="8" title_name="Investment Securities" subtitle_number="1" subtitle_name="Short Title and General Matters">
  <level label="a">
    <text>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:</text>
    <level label="1">
      <text>The certificate is genuine and has not been materially altered;</text>
    </level>
    <level label="2">
      <text>The transferor or indorser does not know of any fact that might impair the validity of the security;</text>
    </level>
    <level label="3">
      <text>There is no adverse claim to the security;</text>
    </level>
    <level label="4">
      <text>The transfer does not violate any restriction on transfer;</text>
    </level>
    <level label="5">
      <text>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</text>
    </level>
    <level label="6">
      <text>The transfer is otherwise effective and rightful.</text>
    </level>
  </level>
  <level label="b">
    <text>A person who originates an instruction for registration of transfer of an uncertificated security to a purchaser for value warrants to the purchaser that:</text>
    <level label="1">
      <text>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;</text>
    </level>
    <level label="2">
      <text>The security is valid;</text>
    </level>
    <level label="3">
      <text>There is no adverse claim to the security; and</text>
    </level>
    <level label="4">
      <text>At the time the instruction is presented to the issuer:</text>
      <level label="i">
        <text>The purchaser will be entitled to the registration of transfer;</text>
      </level>
      <level label="ii">
        <text>The transfer will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction;</text>
      </level>
      <level label="iii">
        <text>The transfer will not violate any restriction on transfer; and</text>
      </level>
      <level label="iv">
        <text>The requested transfer will otherwise be effective and rightful.</text>
      </level>
    </level>
  </level>
  <level label="c">
    <text>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:</text>
    <level label="1">
      <text>The uncertificated security is valid;</text>
    </level>
    <level label="2">
      <text>There is no adverse claim to the security;</text>
    </level>
    <level label="3">
      <text>The transfer does not violate any restriction on transfer; and</text>
    </level>
    <level label="4">
      <text>The transfer is otherwise effective and rightful.</text>
    </level>
  </level>
  <level label="d">
    <text>A person who indorses a security certificate warrants to the issuer that:</text>
    <level label="1">
      <text>There is no adverse claim to the security; and</text>
    </level>
    <level label="2">
      <text>The indorsement is effective.</text>
    </level>
  </level>
  <level label="e">
    <text>A person who originates an instruction for registration of transfer of an uncertificated security warrants to the issuer that:</text>
    <level label="1">
      <text>The instruction is effective; and</text>
    </level>
    <level label="2">
      <text>At the time the instruction is presented to the issuer the purchaser will be entitled to the registration of transfer.</text>
    </level>
  </level>
  <level label="f">
    <text>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.</text>
  </level>
  <level label="g">
    <text>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.</text>
  </level>
  <level label="h">
    <text>A secured party who redelivers a security certificate received, or after payment and on order of the debtor delivers the security certificate to another person, makes only the warranties of an agent under subsection (g) of this section.</text>
  </level>
  <level label="i">
    <level label="1">
      <text>Except as otherwise provided in subsection (g) of this section, a broker acting for a customer makes to the issuer and a purchaser the warranties provided in subsections (a) through (f) of this section.</text>
    </level>
    <level label="2">
      <text>A broker that delivers a security certificate to its customer, or causes its customer to be registered as the owner of an uncertificated security, makes to the customer the warranties provided in subsection (a) or (b) of this section, and has the rights and privileges of a purchaser under this section.</text>
    </level>
    <level label="3">
      <text>The warranties of and in favor of the broker acting as an agent are in addition to applicable warranties given by and in favor of the customer.</text>
    </level>
  </level>
</section>
