(1) A person knows or has knowledge of a fact if the person has conscious awareness of the fact.
(2) A person has notice of a fact:
If the person knows of the fact;
If the person has received a notification of the fact;
If the person has reason to know the fact exists from all of the facts known to theperson at the time in question; or
By reason of a filing or recording to the extent provided by and subject to limitationsset forth in section 7-64-303 (4) and (5), 7-64-704 (3), or 7-64-805 (3).
A person notifies or gives a notification to another by taking steps reasonably appropriate to inform the other person in ordinary course, whether or not the other person thereby obtains knowledge of the fact.
A person receives a notification when the notification:
Comes to the person's attention; or
Is received at the person's place of business or at any other place held out by theperson as a place for receiving communications, or is received by a person who is apparently authorized to receive the notification; or
Has been given and the circumstances are such that it is fair and reasonable, as against the person to whom such notice has been given, to treat the notice as having been received.
Except as otherwise provided in subsection (6) of this section, a person other than anindividual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when an individual conducting the transaction on that person's behalf knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to such an individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to an individual conducting the transaction on the person's behalf and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
A partner's knowledge, notice, or receipt of a notification of a fact relating to thepartnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
Source: L. 97: Entire article added, p. 869, § 1, effective January 1, 1998.