jswizzle3737/ontario_laws_and_regs huggingface dataset:
Obligations of endorser
76. Unless otherwise agreed, a person making an endorsement makes only the warranties set out in sections 33 and 35 and does not warrant that the security will be honoured by the issuer. 2006, c. 8, s. 76.
Completion of instruction
77. If an instruction has been originated by the appropriate person but is incomplete in any other respect, any person may complete the instruction in accordance with the person’s authority and the issuer may rely on the instruction as completed, even if it has been completed incorrectly. 2006, c. 8, s. 77.
Obligations of person originating an instruction
78. Unless otherwise agreed, a person originating an instruction makes only the warranties set out in sections 34 and 36 and does not warrant that the security will be honoured by the issuer. 2006, c. 8, s. 78. Signature Guarantees and Other Requisites for Registration of Transfer
Warranties by guarantor of endorser’s signature
79. A person who guarantees a signature of an endorser of a security certificate warrants that, at the time of signing, (a) the signature was genuine; (b) the signer was the appropriate person to endorse or, if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and (c) the signer had legal capacity to sign. 2006, c. 8, s. 79.
Warranties by guarantor of signature of originator of instruction
80. (1) A person who guarantees a signature of the originator of an instruction warrants that, at the time of signing, (a) the signature was genuine; (b) if the person specified in the instruction as being the registered owner was, in fact, the registered owner, the signer was the appropriate person to originate the instruction or, if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and (c) the signer had legal capacity to sign. 2006, c. 8, s. 80 (1). Limitation (2) A person who guarantees a signature of the originator of an instruction does not by that guarantee warrant that the person who is specified in the instruction as the registered owner is in fact the registered owner. 2006, c. 8, s. 80 (2).
Warranties by special guarantor of signature of originator of instruction
81. A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under section 80 and also warrants that, at the time that the instruction is presented to the issuer, (a) the person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and (b) the transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions and claims other than those specified in the instruction. 2006, c. 8, s. 81.
Warranty re rightfulness of transfer by guarantor
82. (1) A guarantor under section 79 or 80 or a special guarantor under section 81 does not otherwise warrant the rightfulness of the transfer. 2006, c. 8, s. 82 (1). Same (2) A person who guarantees an endorsement of a security certificate makes the warranties of a signature guarantor under section 79 and also warrants the rightfulness of the transfer in all respects. 2006, c. 8, s. 82 (2). Same (3) A person who guarantees an instruction that requests the transfer of an uncertificated security makes the warranties of a special signature guarantor under section 81 and also warrants the rightfulness of the transfer in all respects. 2006, c. 8, s. 82 (3).
Guarantee may not be condition to registration of transfer
83. An issuer shall not require a special guarantee of signature, a guarantee of endorsement or a guarantee of instruction as a condition to the registration of transfer. 2006, c. 8, s. 83.
Liability of guarantor, endorser and originator
84. (1) The warranties under sections 79 to 82 are made to a person taking or dealing with the security in reliance on the guarantee and the guarantor is liable to the person for any loss resulting from any breach of those warranties. 2006, c. 8, s. 84 (1). Same (2) An endorser or an originator of an instruction whose signature, endorsement or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor resulting from any breach of the warranties of the guarantor. 2006, c. 8, s. 84 (2).
Purchaser’s right to requisites for registration of transfer
85. (1) Unless otherwise agreed, the transferor of a security shall, on demand, supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security. 2006, c. 8, s. 85 (1). Exception (2) Despite subsection (1), if the transfer is not for value, a transferor need not comply with a demand made under subsection (1) unless the purchaser pays the necessary expenses. 2006, c. 8, s. 85 (2). Transferor’s failure to comply (3) If the transferor fails within a reasonable time to comply with the demand made under subsection (1), the purchaser may reject or rescind the transfer. 2006, c. 8, s. 85 (3). PART V   REGISTRATION
Duty of issuer to register transfer
86. (1) If a certificated security in registered form is presented to an issuer with a request to register a transfer of the certificated security or an instruction is presented to an issuer with a request to register a transfer of an uncertificated security, the issuer shall register the transfer as requested if, (a) under the terms of the security, the proposed transferee is eligible to have the security registered in that person’s name; (b) the endorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person; (c) reasonable assurance is given that the endorsement or instruction is genuine and authorized; (d) any applicable law relating to the collection of taxes has been complied with; (e) the transfer does not violate any restriction on transfer imposed by statute or by the issuer in accordance with section 62; (f) in the case of a demand made under section 88 that the issuer not register a transfer, (i) the demand has not become effective under section 88, or (ii) the issuer has complied with section 89, but legal process has not been obtained or an indemnity bond has not been provided to the issuer in accordance with section 90; and (g) the transfer is rightful or is to a protected purchaser. 2006, c. 8, s. 86 (1). Liability for not registering transfer (2) If, under subsection (1), an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration, or to that person’s principal, for any loss resulting from unreasonable delay in registration or the failure or refusal to register the transfer. 2006, c. 8, s. 86 (2).
Assurances re endorsement or instruction
87. (1) An issuer may require the following assurance that each necessary endorsement or each instruction is genuine and authorized: 1. In all cases, a guarantee of the signature of the person making the endorsement or originating the instruction, including, in the case of an instruction, reasonable assurance of identity. 2. If the endorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to act. 3. If the endorsement is made or the instruction is originated by a fiduciary or successor referred to in clause (d) or (e) of the definition of “appropriate person” in subsection 1 (1), appropriate evidence of appointment or incumbency. 4. If there is more than one fiduciary or successor referred to in clause (d) or (e) of the definition of “appropriate person” in subsection 1 (1), reasonable assurance that all who are required to sign have done so. 5. If the endorsement is made or the instruction is originated by a person not referred to in paragraph 2, 3 or 4, assurance appropriate to the case corresponding as nearly as may be to the assurance required by paragraph 2, 3 or 4. 2006, c. 8, s. 87 (1). Same (2) An issuer may elect to require reasonable assurance beyond that specified in this section. 2006, c. 8, s. 87 (2). Definitions (3) In this section, “appropriate evidence of appointment or incumbency” means, (a) in the case of a fiduciary appointed or qualified by a court, a document issued by or under the direction or supervision of the court or an officer of the court and dated within 60 days before the date of presentation for transfer, (b) in any other case, (i) a copy of a document showing the appointment, (ii) a certificate certifying the appointment issued by or on behalf of a person reasonably believed by the issuer to be a responsible person, or (iii) in the absence of a document or certificate referred to in subclause (i) or (ii), other evidence that the issuer reasonably considers appropriate; (“preuve appropriée de la nomination ou du mandat”) “fiduciary” means any person acting in a fiduciary capacity, and includes a personal representative acting for the estate of a deceased person; (“représentant”) “guarantee” means a guarantee signed by or on behalf of a person reasonably believed by the issuer to be a responsible person. (“garantie”) 2006, c. 8, s. 87 (3). Same (4) For the purposes of the definition of “guarantee” in subsection (3), an issuer may adopt any standards with respect to responsibility so long as those standards are not manifestly unreasonable. 2006, c. 8, s. 87 (4).
Demand that issuer not register transfer
88. (1) A person who is the appropriate person to make an endorsement or to originate an instruction may demand that the issuer not register a transfer of a security by communicating a notice to the issuer setting out,  (a) the identity of the registered owner; (b) the issue of which the security is a part; and (c) an address of the person making the demand to which communications may be sent. 2006, c. 8, s. 88 (1). Effectiveness of demand (2) A demand made under subsection (1) becomes effective when the issuer has had a reasonable opportunity to act on the demand, having regard to the time and manner of receipt of the demand by the issuer. 2006, c. 8, s. 88 (2).
Duty of issuer re demand to not register transfer
89. (1) If, after a demand made under section 88 becomes effective, a certificated security in registered form is presented to an issuer with a request to register a transfer or an instruction is presented to an issuer with a request to register a transfer of an uncertificated security, the issuer shall promptly give a notice as described in subsection (2) to the following persons: 1. The person who initiated the demand, at the address provided in the demand. 2. The person who presented the security for the registration of transfer or originated the instruction requesting the registration of transfer. 2006, c. 8, s. 89 (1). Substance of notice (2) A notice given by an issuer under subsection (1) must state, (a) that the certificated security has been presented for the registration of transfer or the instruction for the registration of transfer of the uncertificated security has been received; (b) that a demand that the issuer not register a transfer had previously been received; and (c) that the issuer will withhold registration of transfer for a period of time stated in the notice in order to provide the person who initiated the demand an opportunity to obtain legal process or to provide an indemnity bond referred to in section 90. 2006, c. 8, s. 89 (2). Time limit for withholding registration of transfer (3) The period of time that may be provided for under clause (2) (c) shall not exceed 30 days from the date the notice was given and the issuer may specify a shorter period of time in the notice so long as the shorter period of time being specified is not manifestly unreasonable. 2006, c. 8, s. 89 (3).
Liability of issuer re demand to not register transfer
90. (1) An issuer is not liable, to a person who initiated a demand under section 88 that the issuer not register a transfer, for any loss that the person suffers as a result of the registration of a transfer in accordance with an effective endorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer’s notice given under section 89, either, (a) obtain an appropriate restraining order, injunction or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or (b) provide the issuer with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any transfer agent, registrar or other agent of the issuer involved from any loss that those persons may suffer by refusing to register the transfer. 2006, c. 8, s. 90 (1). Same (2) Nothing in subsection (1) or in section 88 or 89 relieves an issuer from liability for registering a transfer under an endorsement or instruction that was not effective. 2006, c. 8, s. 90 (2).
Wrongful registration of transfer
91. (1) Except as otherwise provided in section 93, an issuer is liable for wrongful registration of transfer if, (a) the issuer has registered a transfer of a security to a person not entitled to the security; and (b) the transfer was registered by the issuer, (i) under an ineffective endorsement or instruction, (ii) after a demand that the issuer not register a transfer became effective under section 88 and the issuer did not comply with section 89, (iii) after the issuer had been served with an injunction, restraining order or other legal process referred to in section 90 enjoining the issuer from registering the transfer and the issuer had a reasonable opportunity to obey or otherwise abide by the injunction, restraining order or other legal process, or (iv) acting in collusion with the wrongdoer. 2006, c. 8, s. 91 (1). Liability (2) An issuer that is liable for the wrongful registration of transfer under subsection (1) shall, on demand, provide the person entitled to the security with, (a) a like certificated or uncertificated security, as the case may be; and (b) any payments or distributions that the person did not receive as a result of the wrongful registration. 2006, c. 8, s. 91 (2). Overissue (3) If the provision of a security under subsection (2) would result in an overissue, the issuer’s liability to provide the person with a like security is governed by section 67. 2006, c. 8, s. 91 (3). Limitation (4) Except as otherwise provided in subsection (1) or in any applicable law of Canada or of any province or territory of Canada relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of transfer of a security if the registration was made under an effective endorsement or instruction. 2006, c. 8, s. 91 (4).
Replacement of security certificate lost, etc.
92. (1) If an owner of a certificated security, whether in registered form or bearer form, claims that the security certificate has been lost, destroyed or wrongfully taken, the issuer shall issue a new security certificate if the owner, (a) so requests before the issuer has notice that the lost, destroyed or wrongfully taken security certificate has been acquired by a protected purchaser; (b) provides the issuer with an indemnity bond sufficient in the issuer’s judgment to protect the issuer from any loss that the issuer may suffer by issuing a new certificate; and (c) satisfies any other reasonable requirements imposed by the issuer. 2006, c. 8, s. 92 (1). Where protected purchaser presents certificate after replacement issued (2) If, after the issue of a new security certificate, a protected purchaser of the original security certificate presents the original security certificate for the registration of transfer, the issuer, (a) shall register the transfer unless the registration would result in an overissue, in which case the issuer’s liability is governed by section 67; (b) may exercise the rights the issuer may have under the indemnity bond referred to in clause (1) (b); and (c) may recover the new security certificate from a person to whom it was issued or from any person, other than a protected purchaser, taking under that person. 2006, c. 8, s. 92 (2).
Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate
93. An owner of a security may not assert against the issuer a claim for wrongful registration of transfer under section 91 or a claim to a new security certificate under section 92 if, (a) a security certificate has been lost, apparently destroyed or wrongfully taken and the owner fails to give a notice to the issuer of that fact within a reasonable time after the owner has notice of it; and (b) the issuer registers a transfer of the security before receiving a notice of the loss, apparent destruction or wrongful taking of the security certificate. 2006, c. 8, s. 93.
Obligation of authenticating trustee, transfer agent, etc.
94. A person acting as authenticating trustee, registrar, transfer agent or other agent for an issuer in the registration of a transfer of the issuer’s securities, in the issue of new security certificates or uncertificated securities or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular function performed as the issuer has in regard to that function. 2006, c. 8, s. 94. PART VI   SECURITY ENTITLEMENTS
Acquisition of security entitlement
95. (1) Except as otherwise provided in subsections (3) and (4), a person acquires a security entitlement if a securities intermediary, (a) indicates by book entry that a financial asset has been credited to the person’s securities account; (b) receives a financial asset from the person or acquires a financial asset for the person and, in either case, accepts it for credit to the person’s securities account; or (c) becomes obligated under another statute, law, regulation or rule to credit a financial asset to the person’s securities account. 2006, c. 8, s. 95 (1). Same (2) If a condition of subsection (1) has been met, a person has a security entitlement even if the securities intermediary does not itself hold the financial asset. 2006, c. 8, s. 95 (2). Holding financial asset directly (3) A person is to be treated as holding a financial asset directly rather than as having a security entitlement with respect to the financial asset if a securities intermediary holds the financial asset for that person and the financial asset, (a) is registered in the name of, payable to the order of or specially endorsed to that person; and (b) has not been endorsed to the securities intermediary or in blank. 2006, c. 8, s. 95 (3). Issuance of security (4) Issuance of a security is not establishment of a security entitlement. 2006, c. 8, s. 95 (4).
Protection of entitlement holders from adverse claim
96. A legal proceeding based on an adverse claim to a financial asset, however framed, may not be brought against a person who acquires a security entitlement under section 95 for value and without notice of the adverse claim. 2006, c. 8, s. 96.
Duty of securities intermediary re financial asset
98. (1) A securities intermediary shall promptly obtain and then maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements that the securities intermediary has established in favour of its entitlement holders with respect to that financial asset. 2006, c. 8, s. 98 (1). Same (2) The securities intermediary may maintain the financial assets referred to in subsection (1) directly or through one or more other securities intermediaries. 2006, c. 8, s. 98 (2). Same (3) Except to the extent otherwise agreed to by its entitlement holder, a securities intermediary may not grant any security interests in a financial asset it is obligated to maintain under subsection (1). 2006, c. 8, s. 98 (3). Standard of care (4) A securities intermediary satisfies the duty imposed under subsection (1) if, (a) the securities intermediary acts with respect to the duty as agreed to by the entitlement holder and the securities intermediary; or (b) in the absence of an agreement referred to in clause (a), the securities intermediary exercises due care in accordance with reasonable commercial standards to obtain and maintain the financial asset. 2006, c. 8, s. 98 (4). Exception (5) This section does not apply to a clearing agency that is itself the obligor of an option or similar obligation to which its entitlement holders have security entitlements. 2006, c. 8, s. 98 (5).
Duty of securities intermediary re payments and distributions
99. (1) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. 2006, c. 8, s. 99 (1). Same (2) A securities intermediary is obligated to its entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary. 2006, c. 8, s. 99 (2). Standard of care (3) A securities intermediary satisfies the duty imposed under subsection (1) if, (a) the securities intermediary acts with respect to the duty as agreed to by the entitlement holder and the securities intermediary; or (b) in the absence of an agreement referred to in clause (a), the securities intermediary exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution. 2006, c. 8, s. 99 (3).
Duty of securities intermediary to exercise rights
100. (1) A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. 2006, c. 8, s. 100 (1). Standard of care (2) A securities intermediary satisfies the duty imposed under subsection (1) if, (a) the securities intermediary acts with respect to the duty as agreed to by the entitlement holder and the securities intermediary; or (b) in the absence of an agreement referred to in clause (a), the securities intermediary either, (i) places the entitlement holder in a position to exercise the rights directly, or (ii) exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder. 2006, c. 8, s. 100 (2).
Duty of securities intermediary to comply with entitlement order
101. (1) A securities intermediary shall comply with an entitlement order if, (a) the entitlement order is originated by the appropriate person; (b) the securities intermediary has had a reasonable opportunity to assure itself that the entitlement order is genuine and authorized; and (c) the securities intermediary has had a reasonable opportunity to comply with the entitlement order. 2006, c. 8, s. 101 (1). Liability if financial asset wrongly transferred (2) If a securities intermediary transfers a financial asset under an ineffective entitlement order, the securities intermediary shall, (a) re-establish a security entitlement in favour of the person entitled to it; and (b) pay or credit any payments or distributions that the person did not receive as a result of the wrongful transfer. 2006, c. 8, s. 101 (2). Same (3) If a securities intermediary does not re-establish a security entitlement in accordance with subsection (2), the securities intermediary is liable to the entitlement holder for damages. 2006, c. 8, s. 101 (3). Standard of care (4) A securities intermediary satisfies the duty imposed under subsection (1) if, (a) the securities intermediary acts with respect to the duty as agreed to by the entitlement holder and the securities intermediary; or (b) in the absence of an agreement referred to in clause (a), the securities intermediary exercises due care in accordance with reasonable commercial standards to comply with the entitlement order. 2006, c. 8, s. 101 (4).
Duty of securities intermediary re entitlement holder’s direction
102. (1) A securities intermediary shall act at the direction of an entitlement holder, (a) to change a security entitlement into another available form of holding for which the entitlement holder is eligible; or (b) to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. 2006, c. 8, s. 102 (1). Standard of care (2) A securities intermediary satisfies the duty imposed under subsection (1) if, (a) the securities intermediary acts with respect to the duty as agreed to by the entitlement holder and the securities intermediary; or (b) in the absence of an agreement referred to in clause (a), the securities intermediary exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder. 2006, c. 8, s. 102 (2). Duties of securities intermediary – general
Compliance with other statute, etc.
103. (1) If the substance of a duty imposed on a securities intermediary under section 98, 99, 100, 101 or 102 is the subject of another statute, regulation or rule, compliance with that other statute, regulation or rule satisfies the duty. 2006, c. 8, s. 103 (1). Limits on securities intermediary’s duties (2) The obligation of a securities intermediary to perform the duties imposed under sections 98 to 102 is subject to, (a) the rights of the securities intermediary arising out of a security interest, whether that security interest arises under a security agreement with the entitlement holder or otherwise; and (b) the rights of the securities intermediary under another statute, law, regulation, rule or agreement to withhold performance of its duties as a result of unfulfilled obligations of the entitlement holder to the securities intermediary. 2006, c. 8, s. 103 (2). Actions prohibited by law (3) Nothing in sections 98 to 102 requires a securities intermediary to take any action that is prohibited by another statute, regulation or rule. 2006, c. 8, s. 103 (3). Commercially reasonable standard (4) To the extent that specific standards for the performance of any duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified by another statute, regulation or rule or by agreement between the securities intermediary and the entitlement holder, the securities intermediary shall perform its duties and the entitlement holder shall exercise the entitlement holder’s rights in a commercially reasonable manner. 2006, c. 8, s. 103 (4).
Rights of purchaser re adverse claim
104. (1) In a case not covered by the priority rules under the Personal Property Security Act or the rules set out in subsection (3), a legal proceeding based on an adverse claim to a financial asset or a security entitlement, however framed, may not be brought against a person who purchases a security entitlement, or interest in it, from an entitlement holder if that purchaser, (a) gives value; (b) does not have notice of the adverse claim; and (c) obtains control. 2006, c. 8, s. 104 (1). Same (2) If a legal proceeding based on an adverse claim could not have been brought against an entitlement holder under section 96, a legal proceeding based on the adverse claim may not be brought against a person who purchases a security entitlement, or interest in it, from the entitlement holder. 2006, c. 8, s. 104 (2). Priority rules (3) In a case not covered by the priority rules under the Personal Property Security Act, the following rules apply: 1. A purchaser for value of a security entitlement, or interest in it, who obtains control has priority over a purchaser of a security entitlement, or interest in it, who does not obtain control. 2. Except as otherwise provided in subsection (4), purchasers who have control rank according to priority in time of, i. the purchaser’s becoming the person for whom the securities account in which the security entitlement is carried is maintained, if the purchaser obtained control under clause 25 (1) (a), ii. the securities intermediary’s agreement to comply with the purchaser’s entitlement orders with respect to security entitlements carried or to be carried in the securities account in which the security entitlement is carried, if the purchaser obtained control under clause 25 (1) (b), or iii. if the purchaser obtained control through another person under clause 25 (1) (c), the time on which priority would be based under this subsection if the other person were the purchaser. 2006, c. 8, s. 104 (3). Same (4) A securities intermediary as purchaser has priority over a conflicting purchaser who has control unless otherwise agreed by the securities intermediary. 2006, c. 8, s. 104 (4).
Priority of entitlement holders to financial asset
105. (1) Except as otherwise provided in subsections (2) and (3), if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both the securities intermediary’s obligations to entitlement holders who have security entitlements to that financial asset and the securities intermediary’s obligation to a creditor of the securities intermediary who has a security interest in that financial asset, the claims of entitlement holders, other than the creditor, have priority over the claim of the creditor. 2006, c. 8, s. 105 (1). When creditor has priority (2) A claim of a creditor of a securities intermediary who has a security interest in a financial asset held by a securities intermediary has priority over claims of the securities intermediary’s entitlement holders who have security entitlements with respect to that financial asset if the creditor has control over the financial asset. 2006, c. 8, s. 105 (2). Same (3) If a clearing agency does not have sufficient financial assets to satisfy both the clearing agency’s obligations to entitlement holders who have security entitlements with respect to a financial asset and the clearing agency’s obligation to a creditor of the clearing agency who has a security interest in that financial asset, the claim of the creditor has priority over the claims of entitlement holders. 2006, c. 8, s. 105 (3). 106.-144. Omitted (amends or repeals other Acts). 2006, c. 8, ss. 106-144. 145. Omitted (provides for coming into force of provisions of this Act). 2006, c. 8, s. 145. 146. Omitted (enacts short title of this Act). 2006, c. 8, s. 146. ______________ Français
Same 
106.-144. Omitted (amends or repeals other Acts). 2006, c. 8, ss. 106-144. 145. Omitted (provides for coming into force of provisions of this Act). 2006, c. 8, s. 145. 146. Omitted (enacts short title of this Act). 2006, c. 8, s. 146. ______________ Français
Same 
145. Omitted (provides for coming into force of provisions of this Act). 2006, c. 8, s. 145. 146. Omitted (enacts short title of this Act). 2006, c. 8, s. 146. ______________ Français
Same 
146. Omitted (enacts short title of this Act). 2006, c. 8, s. 146. ______________ Français