reglab/housing_qa huggingface dataset:
TN Code § 47-8-106 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 1 - Short Title and General Matters|§ 47-8-106. Control

  A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser.   A purchaser has “control” of a certificated security in registered form if the certificated security is delivered to the purchaser, and:  the certificate is endorsed to the purchaser or in blank by an effective endorsement; or   the certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.     A purchaser has “control” of an uncertificated security if:  the uncertificated security is delivered to the purchaser; or   the issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner.     A purchaser has “control” of a security entitlement if:  The purchaser becomes the entitlement holder;   The securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or   Another person has control of the security entitlement on behalf of the purchaser, or having previously acquired control of the security entitlement, acknowledges that it has control on behalf of the purchaser.     If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder's own securities intermediary, the securities intermediary has control.   A purchaser who has satisfied the requirements of subdivision (c) or (d) has control even if the registered owner in the case of subdivision (c) or the entitlement holder in the case of subdivision (d) retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement.   An issuer or a securities intermediary may not enter into an agreement of the kind described in subdivision (c)(2) or (d)(2) without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.
TN Code § 47-8-107 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 1 - Short Title and General Matters|§ 47-8-107. Whether Endorsement, Instruction, or Entitlement Order Is Effective

  “Appropriate person” means:  with respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security;   with respect to an instruction, the registered owner of an uncertificated security;   with respect to an entitlement order, the entitlement holder;   if the person designated in paragraph (1), (2), or (3) is deceased, the designated person's successor taking under other law or the designated person's personal representative acting for the estate of the decedent; or   if the person designated in paragraph (1), (2), or (3) lacks capacity, the designated person's guardian, conservator, or other similar representative who has power under other law to transfer the security or financial asset.     An endorsement, instruction, or entitlement order is effective if:  it is made by the appropriate person;   it is made by a person who has power under the law of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case of an instruction or entitlement order, a person who has control under § 47-8-106(c)(2) or (d)(2); or   the appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.     An endorsement, instruction, or entitlement order made by a representative is effective even if:  the representative has failed to comply with a controlling instrument or with the law of the state having jurisdiction of the representative relationship, including any law requiring the representative to obtain court approval of the transaction; or   the representative's action in making the endorsement, instruction, or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.     If a security is registered in the name of or specially endorsed to a person described as a representative, or if a securities account is maintained in the name of a person described as a representative, an endorsement, instruction, or entitlement order made by the person is effective even though the person is no longer serving in the described capacity.   Effectiveness of an endorsement, instruction, or entitlement order is determined as of the date the endorsement, instruction, or entitlement order is made, and an endorsement, instruction, or entitlement order does not become ineffective by reason of any later change of circumstances.
TN Code § 47-8-109 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 1 - Short Title and General Matters|§ 47-8-109. Warranties in Indirect Holding

  A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:  the entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and   there is no adverse claim to the security entitlement.     A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in § 47-8-108(a) or (b).   If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in § 47-8-108(a) or (b).
TN Code § 47-8-111 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 1 - Short Title and General Matters|§ 47-8-111. Clearing Corporation Rules

 A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with this chapter and affects another party who does not consent to the rule.
TN Code § 47-8-112 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 1 - Short Title and General Matters|§ 47-8-112. Creditor's Legal Process

  The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in subsection (d). However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer.   The interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States, except as otherwise provided in subsection (d).   The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor's securities account is maintained, except as otherwise provided in subsection (d).   The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party, may be reached by a creditor by legal process upon the secured party.   A creditor whose debtor is the owner of a certificated security, uncertificated security, or security entitlement is entitled to aid from a court of competent jurisdiction, by injunction or otherwise, in reaching the certificated security, uncertificated security, or security entitlement or in satisfying the claim by means allowed at law or in equity in regard to property that cannot readily be reached by other legal process.
TN Code § 47-8-113 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 1 - Short Title and General Matters|§ 47-8-113. Statute of Frauds Inapplicable

 Notwithstanding the provisions of § 29-2-101, a contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one (1) year of its making.
TN Code § 47-8-114 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 1 - Short Title and General Matters|§ 47-8-114. Evidentiary Rules Concerning Certificated Securities

 The following rules apply in an action on a certificated security against the issuer:   Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary endorsement is admitted.   If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the signature, but the signature is presumed to be genuine or authorized.   If signatures on a security certificate are admitted or established, production of the certificate entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security.   If it is shown that a defense or defect exists, the plaintiff has the burden of establishing that the plaintiff or some person under whom the plaintiff claims is a person against whom the defense or defect cannot be asserted.
TN Code § 47-8-115 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 1 - Short Title and General Matters|§ 47-8-115. Securities Intermediary and Others Not Liable to Adverse Claimant

 A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee:   took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or   acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or   in the case of a security certificate that has been stolen, acted with notice of the adverse claim.
TN Code § 47-8-116 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 1 - Short Title and General Matters|§ 47-8-116. Securities Intermediary as Purchaser for Value

 A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder.
TN Code § 47-8-201 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 2 - Issue and Issuer|§ 47-8-201. Issuer

  With respect to an obligation on or a defense to a security, an “issuer” includes a person that:  places or authorizes the placing of its name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to evidence a share, participation, or other interest in its property or in an enterprise, or to evidence its duty to perform an obligation represented by the certificate;   creates a share, participation, or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security;   directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; or   becomes responsible for, or in place of, another person described as an issuer in this section.     With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its guaranty, whether or not its obligation is noted on a security certificate.   With respect to a registration of a transfer, issuer means a person on whose behalf transfer books are maintained.
TN Code § 47-8-202 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 2 - Issue and Issuer|§ 47-8-202. Issuer's Responsibility and Defenses — Notice of Defect or Defense

  Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture, or document or to a constitution, statute, ordinance, rule, regulation, order, or the like, to the extent the terms referred to do not conflict with terms stated on the certificate. A reference under this subsection does not of itself charge a purchaser for value with notice of a defect going to the validity of the security, even if the certificate expressly states that a person accepting it admits notice. The terms of an uncertificated security include those stated in any instrument, indenture, or document or in a constitution, statute, ordinance, rule, regulation, order, or the like, pursuant to which the security is issued.   The following rules apply if an issuer asserts that a security is not valid:  A security other than one issued by a government or governmental subdivision, agency, or instrumentality, even though issued with a defect going to its validity, is valid in the hands of a purchaser for value and without notice of the particular defect unless the defect involves a violation of a constitutional provision. In that case, the security is valid in the hands of a purchaser for value and without notice of the defect, other than one who takes by original issue.   Paragraph (1) applies to an issuer that is a government or governmental subdivision, agency, or instrumentality only if there has been substantial compliance with the legal requirements governing the issue or the issuer has received a substantial consideration for the issue as a whole or for the particular security and a stated purpose of the issue is one for which the issuer has power to borrow money or issue the security.     Except as otherwise provided in § 47-8-205, lack of genuineness of a certificated security is a complete defense, even against a purchaser for value and without notice.   All other defenses of the issuer of a security, including nondelivery and conditional delivery of a certificated security, are ineffective against a purchaser for value who has taken the certificated security without notice of the particular defense.   This section does not affect the right of a party to cancel a contract for a security “when, as and if issued” or “when distributed” in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed.   If a security is held by a securities intermediary against whom an entitlement holder has a security entitlement with respect to the security, the issuer may not assert any defense that the issuer could not assert if the entitlement holder held the security directly.
TN Code § 47-8-203 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 2 - Issue and Issuer|§ 47-8-203. Staleness as Notice of Defect or Defense

 After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer, if the act or event:   requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange, and the purchaser takes the security more than one (1) year after that date; or   is not covered by paragraph (1) and the purchaser takes the security more than two (2) years after the date set for surrender or presentation or the date on which performance became due.
TN Code § 47-8-204 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 2 - Issue and Issuer|§ 47-8-204. Effect of Issuer's Restriction on Transfer

 A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless:   the security is certificated and the restriction is noted conspicuously on the security certificate; or   the security is uncertificated and the registered owner has been notified of the restriction.
TN Code § 47-8-205 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 2 - Issue and Issuer|§ 47-8-205. Effect of Unauthorized Signature on Security Certificate

 An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by:   an authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or   an employee of the issuer, or of any of the persons listed in paragraph (1), entrusted with responsible handling of the security certificate.
TN Code § 47-8-206 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 2 - Issue and Issuer|§ 47-8-206. Completion or Alteration of Security Certificate

  If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:  any person may complete it by filling in the blanks as authorized; and   even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.     A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.
TN Code § 47-8-207 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 2 - Issue and Issuer|§ 47-8-207. Rights and Duties of Issuer With Respect to Registered Owners

  Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications, and otherwise exercise all the rights and powers of an owner.   This chapter does not affect the liability of the registered owner of a security for a call, assessment, or the like.
TN Code § 47-8-208 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 2 - Issue and Issuer|§ 47-8-208. Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent

  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:  the certificate is genuine;   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   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.     Unless otherwise agreed, a person signing under subsection (a) does not assume responsibility for the validity of the security in other respects.
TN Code § 47-8-209 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 2 - Issue and Issuer|§ 47-8-209. Issuer's Lien

 A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.
TN Code § 47-8-210 (2021)
2021 Tennessee Code|Title 47 - Commercial Instruments and Transactions|Chapter 8 - Investment Securities|Part 2 - Issue and Issuer|§ 47-8-210. Overissue

  In this section, “overissue” means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue.   Except as otherwise provided in subsections (c) and (d), the provisions of this chapter which validate a security or compel its issue or reissue do not apply to the extent that validation, issue, or reissue would result in overissue.   If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds.   If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price the person or the last purchaser for value paid for it with interest from the date of the person's demand.