Effect of signature of authenticating trustee, registrar, or transfer agent

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  • (a) A person signing a security certificate as authenticating trustee, registrar, transfer agent or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:

    • (1) the certificate is genuine;

    • (2) the person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and

    • (3) the person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.

  • (b) Unless otherwise agreed, a person signing under subsection (a) does not assume responsibility for the validity of the security in other respects.


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