reglab/statecodes huggingface dataset:
2023 New York Laws › UCC - Uniform Commercial Code › Article 7 - Documents of Title › Part 5 - Warehouse Receipts and Bills of Lading: Negotiation and Transfer › 7-509 - Adequate Compliance With Commercial Contract.

Section 7--509. Adequate Compliance With Commercial Contract.
Whether  a document of title is adequate to fulfill the obligations of
  a contract for sale, a contract for lease, or the conditions of a letter
  of credit is determined by Article 2, 2-A, or 5.
2023 New York Laws › UCC - Uniform Commercial Code › Article 7 - Documents of Title › Part 6 - Warehouse Receipts and Bills of Lading: Miscellaneous Provisions › 7-601 - Lost, Stolen, or Destroyed Documents of Title.

Section 7--601. Lost, Stolen, or Destroyed Documents of Title.
(a)  If a document of title is lost, stolen, or destroyed, a court may
order delivery of the goods or issuance of a substitute document and the
bailee may without liability to any person comply with the order. If the
document was negotiable, a court may not order delivery of the goods  or
issuance  of  a  substitute  document  without  the  claimant's  posting
security unless it finds that any person  that  may  suffer  loss  as  a
result  of  nonsurrender  of  possession  or  control of the document is
adequately  protected  against   the   loss.   If   the   document   was
nonnegotiable,  the court may require security. The court may also order
payment of the bailee's reasonable costs  and  attorney's  fees  in  any
action under this subsection.
(b)  A  bailee that, without a court order, delivers goods to a person
claiming under a missing negotiable document of title is liable  to  any
person injured thereby. If the delivery is not in good faith, the bailee
is  liable  for  conversion. Delivery in good faith is not conversion if
the claimant posts security with the bailee in an amount at least double
the value of the goods at the time of posting to  indemnify  any  person
injured  by  the  delivery which files a notice of claim within one year
after the delivery.
2023 New York Laws › UCC - Uniform Commercial Code › Article 7 - Documents of Title › Part 6 - Warehouse Receipts and Bills of Lading: Miscellaneous Provisions › 7-602 - Judicial Process Against Goods Covered by Negotiable Document of Title.

Section 7--602. Judicial  Process  Against  Goods  Covered by Negotiable
Document of Title.
Unless a document of title was originally issued upon delivery of  the
  goods  by  a  person  that did not have power to dispose of them, a lien
  does not attach by virtue of  any  judicial  process  to  goods  in  the
  possession  of  a  bailee  for  which  a negotiable document of title is
  outstanding unless possession  or  control  of  the  document  is  first
  surrendered to the bailee or the document's negotiation is enjoined. The
  bailee  may  not  be  compelled to deliver the goods pursuant to process
  until possession or control of the document is surrendered to the bailee
  or to the court. A purchaser of the document for value without notice of
  the process or injunction takes free of the  lien  imposed  by  judicial
  process.
2023 New York Laws › UCC - Uniform Commercial Code › Article 7 - Documents of Title › Part 6 - Warehouse Receipts and Bills of Lading: Miscellaneous Provisions › 7-603 - Conflicting Claims; Interpleader.

Section 7--603. Conflicting Claims; Interpleader.
If  more  than  one person claims title to or possession of the goods,
  the bailee is excused from delivery until the bailee  has  a  reasonable
  time  to  ascertain the validity of the adverse claims or to commence an
  action for interpleader. The bailee may assert an interpleader either in
  defending an action for nondelivery of the goods or by original action.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - Short Title and General Matters › 8-103 - Rules for Determining Whether Certain Obligations and Interests Are Securities or Financial Assests.

Section 8--103. Rules  for  Determining  Whether Certain Obligations and
Interests are Securities or Financial Assets.
(a) A share or  similar  equity  interest  issued  by  a  corporation,
business trust, joint stock company, or similar entity is a security.
(b) An  "investment  company  security"  is  a  security.  "Investment
company security" means a share or similar equity interest issued by  an
entity  that  is  registered  as an investment company under the federal
investment company laws, an interest in a unit investment trust that  is
so  registered,  or  a  face-amount  certificate issued by a face-amount
certificate company that is so registered.  Investment company  security
does  not  include  an  insurance  policy or endowment policy or annuity
contract issued by an insurance company.
(c) An interest in a partnership or limited liability company is not a
security unless it is dealt in or traded on securities exchanges  or  in
securities  markets,  its  terms expressly provide that it is a security
governed by this Article, or  it  is  an  investment  company  security.
However,  an interest in a partnership or limited liability company is a
financial asset if it is held in a securities account.
(d) A writing that is a  security  certificate  is  governed  by  this
Article and not by Article 3, even though it also meets the requirements
of  that Article. However, a negotiable instrument governed by Article 3
is a financial asset if it is held in a securities account.
(e) An option or similar obligation issued by a  clearing  corporation
to its participants is not a security, but is a financial asset.
(f) A  commodity contract, as defined in Section 9--102(a)(15), is not
a security or a financial asset.
(g) A document of title  is  not  a  financial  asset  unless  Section
8--102(a)(9)(iii) applies.
(h)  An obligation, share, participation, or interest does not satisfy
Section 8--102(a)(13)(ii) or 8--102(a)(15)(i) merely because the  issuer
or a person acting on its behalf:
(1)  maintains  records  of the owner thereof for a purpose other than
registration of transfer; or
(2)  could,  but  does  not,  maintain  books  for  the   purpose   of
registration of transfer.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - Short Title and General Matters › 8-104 - Acquistion of Security or Financial Assest or Interest Therein.

Section 8--104. Acquisition  of  Security or Financial Asset or Interest
Therein.
(a) A person acquires a security or an interest  therein,  under  this
Article, if:
(1) the  person  is  a  purchaser to whom a security is delivered
pursuant to Section 8--301; or
(2) the person acquires a security entitlement  to  the  security
pursuant to Section 8--501.
(b) A  person acquires a financial asset, other than a security, or an
interest therein, under this Article, if the person acquires a  security
entitlement to the financial asset.
(c) A  person  who  acquires  a  security entitlement to a security or
other financial asset has the rights specified  in  Part  5,  but  is  a
purchaser  of  any  security,  security  entitlement, or other financial
asset held by the securities intermediary only to the extent provided in
Section 8--503.
(d) Unless the context shows that a different meaning is  intended,  a
person  who  is required by other law, regulation, rule, or agreement to
transfer, deliver, present, surrender, exchange, or otherwise put in the
possession of another person a security  or  financial  asset  satisfies
that  requirement  by causing the other person to acquire an interest in
the security or financial asset pursuant to subsection (a) or (b).
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - Short Title and General Matters › 8-105 - Notice of Adverse Claim.

Section 8--105. Notice of Adverse Claim.
(a) A person has notice of an adverse claim if:
(1) the person knows of the adverse claim;
(2) the  person  is  aware  of  facts sufficient to indicate that
there is a significant probability  that  the  adverse  claim
exists   and   deliberately  avoids  information  that  would
establish the existence of the adverse claim; or
(3) the person has a duty, imposed by statute or  regulation,  to
investigate   whether   an  adverse  claim  exists,  and  the
investigation so required would establish  the  existence  of
the adverse claim.
(b) Having  knowledge that a financial asset or interest therein is or
has been transferred by a representative imposes no duty of inquiry into
the rightfulness of a transaction and is not notice of an adverse claim.
However, a person who knows that  a  representative  has  transferred  a
financial  asset  or interest therein in a transaction that is, or whose
proceeds  are  being  used,  for   the   individual   benefit   of   the
representative  or  otherwise in breach of duty has notice of an adverse
claim.
(c) An act or event that creates a right to immediate  performance  of
the principal obligation represented by a security certificate or sets a
date on or after which the certificate is to be presented or surrendered
for  redemption  or  exchange  does  not  itself constitute notice of an
adverse claim except in the case of a transfer more than:
(1) one year after a date set for presentment  or  surrender  for
redemption or exchange; or
(2) six  months  after  a  date  set for payment of money against
presentation or surrender of the certificate,  if  money  was
available for payment on that date.
(d) A  purchaser  of  a certificated security has notice of an adverse
claim if the security certificate:
(1) whether in bearer or registered form, has been indorsed  "for
collection"  or "for surrender" or for some other purpose not
involving transfer; or
(2) is in bearer form and has on it an unambiguous statement that
it is the property of a person other than the transferor, but
the mere writing of a name on the certificate is not  such  a
statement.
(e)   Except  as  provided in section 9--516(e), filing of a financing
statement under Article 9 is  not  notice  of  an  adverse  claim  to  a
financial asset.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - Short Title and General Matters › 8-107 - Whether Indorsement, Instruction, or Entitlement Order Is Effective.

Section 8--107. Whether  Indorsement,  Instruction, or Entitlement Order
is Effective.
(a) "Appropriate person" means:
(1) with respect to an indorsement, the  person  specified  by  a
security  certificate  or by an effective special indorsement
to be entitled to the security;
(2) with respect to an instruction, the registered  owner  of  an
uncertificated security;
(3) with respect to an entitlement order, the entitlement holder;
(4) 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
(5) 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.
(b) An indorsement, instruction, or entitlement order is effective if:
(1) it is made by the appropriate person;
(2) 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 Section
8--106(c)(2) or (d)(2); or
(3) the appropriate  person  has  ratified  it  or  is  otherwise
precluded from asserting its ineffectiveness.
(c) An  indorsement,  instruction,  or  entitlement  order  made  by a
representative is effective even if:
(1) 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
(2) the  representative's  action  in  making  the   indorsement,
instruction,  or  entitlement  order or using the proceeds of
the transaction is otherwise a breach of duty.
(d) If a security is registered in the name of or  specially  indorsed
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
indorsement, instruction, or entitlement order made  by  the  person  is
effective  even  though the person is no longer serving in the described
capacity.
(e) Effectiveness of an indorsement, instruction, or entitlement order
is  determined  as  of  the  date  the  indorsement,   instruction,   or
entitlement   order   is  made,  and  an  indorsement,  instruction,  or
entitlement order does not become ineffective by  reason  of  any  later
change of circumstances.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - Short Title and General Matters › 8-109 - Warranties in Indirect Holding.

Section 8--109. Warranties in Indirect Holding.
(a) A  person  who  originates  an  entitlement  order to a securities
intermediary warrants to the securities intermediary that:
(1) 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
(2) there is no adverse claim to the security entitlement.
(b) 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 Section 8-108(a)
or (b).
(c) 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  Section
8--108(a) or (b).
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - Short Title and General Matters › 8-111 - Clearing Corporation Rules.

Section 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
  article and affects another party who does not consent to the rule.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - Short Title and General Matters › 8-112 - Creditor's Legal Process.

Section 8--112. Creditor's Legal Process.
(a) 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.
(b) 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).
(c) 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).
(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.
(e) 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - Short Title and General Matters › 8-113 - Statute of Frauds Generally Inapplicable.

Section 8--113. Statute of Frauds Generally Inapplicable.
(a)  Except  as provided in subsection (b), 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 year of its
making.
(b) A contract or modification of a contract for the sale or  purchase
of  a  cooperative  interest is void unless the contract or some note or
memorandum  thereof,  expressing  the  consideration,  is  in   writing,
subscribed by the party to be charged, or by his lawful agency thereunto
authorized by writing.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - Short Title and General Matters › 8-114 - Evidentiary Rules Concerning Certificated Securitites.

Section 8--114. Evidentiary Rules Concerning Certificated Securities.
The  following  rules  apply  in  an action on a certificated security
against the issuer:
(1) Unless specifically denied in the pleadings, each signature  on  a
security certificate or in a necessary indorsement is admitted.
(2) 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.
(3) 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.
(4) 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - Short Title and General Matters › 8-115 - Securities Intermediary and Others Not Liable to Adverse Claimant.

Section 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:
(1) 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
(2) acted in collusion with the wrongdoer in violating the  rights  of
the adverse claimant; or
(3) in  the case of a security certificate that has been stolen, acted
with notice of the adverse claim.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - Short Title and General Matters › 8-116 - Securities Intermediary as Purchaser for Value.

Section 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 2 - Issue and Issuer › 8-201 - Issuer.

Section 8--201. Issuer.
(a) With  respect  to  an obligation on or a defense to a security, an
"issuer" includes a person that:
(1) 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;
(2) creates a share, participation,  or  other  interest  in  its
property  or  in  an enterprise, or undertakes an obligation,
that is an uncertificated security;
(3) directly or indirectly creates a fractional interest  in  its
rights or property, if the fractional interest is represented
by a security certificate; or
(4) becomes  responsible  for,  or  in  place  of, another person
described as an issuer in this section.
(b) 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.
(c) With  respect  to  a  registration  of  a transfer, issuer means a
person on whose behalf transfer books are maintained.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 2 - Issue and Issuer › 8-203 - Staleness as Notice of Defect or Defense.

Section 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:
(1) 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 year after
that date; or
(2) is not covered by subsection  (1)  and  the  purchaser  takes  the
security  more  than  two  years  after  the  date  set for surrender or
presentation or the date on which performance became due.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 2 - Issue and Issuer › 8-204 - Effect of Issuer's Restriction on Transfer.

Section 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:
(1) the  security  is  certificated  and  the  restriction  is   noted
conspicuously on the security certificate; or
(2) the  security  is uncertificated and the registered owner has been
notified of the restriction; or
(3) the restriction is on the transfer of a cooperative  interest  and
the restriction is set forth in the cooperative record.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 2 - Issue and Issuer › 8-205 - Effect of Unauthorized Signature on Security Certificate.

Section 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:
(1) 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
(2) an  employee  of  the  issuer,  or of any of the persons listed in
subsection (1), entrusted with  responsible  handling  of  the  security
certificate.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 2 - Issue and Issuer › 8-206 - Completion or Alteration of Security Certificate.

Section 8--206. Completion or Alteration of Security Certificate.
(a) If a security certificate contains the signatures necessary to its
issue or transfer but is incomplete in any other respect:
(1) any  person  may  complete  it  by  filling  in the blanks as
authorized; and
(2) 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.
(b) A complete security certificate that has been improperly  altered,
even  if  fraudulently,  remains  enforceable, but only according to its
original terms.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 2 - Issue and Issuer › 8-207 - Rights and Duties of Issuer With Respect to Registered Owners.

Section 8--207. Rights  and  Duties of Issuer with respect to Registered
Owners.
(a) 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.
(b) This Article does not affect the liability of the registered owner
of a security for a call, assessment, or the like.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 2 - Issue and Issuer › 8-208 - Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent.

Section 8--208. Effect   of   Signature   of   Authenticating   Trustee,
Registrar, or Transfer Agent.
(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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 2 - Issue and Issuer › 8-209 - Issuer's Lien.

Section 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 or, in a case of a cooperative
  interest, is set forth in the cooperative record.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 2 - Issue and Issuer › 8-210 - Overissue.

Section 8--210. Overissue.
(a) 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.
(b) Except  as  otherwise  provided  in  subsections  (c) and (d), the
provisions of this Article 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.
(c) 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.
(d) 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.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 3 - Transfer of Certificated and Uncertificated Securities › 8-301 - Delivery.

Section 8--301. Delivery.
(a) Delivery of a certificated security to a purchaser occurs when:
(1) the   purchaser   acquires   possession   of   the   security
certificate;
(2) another person, other than a securities intermediary,  either
acquires  possession of the security certificate on behalf of
the purchaser or, having previously  acquired  possession  of
the   certificate,   acknowledges   that  it  holds  for  the
purchaser; or
(3) a securities intermediary acting on behalf of  the  purchaser
acquires  possession of the security certificate, only if the
certificate is in registered form and is  (i)  registered  in
the  name  of the purchaser, (ii) payable to the order of the
purchaser, or (iii) specially indorsed to the purchaser by an
effective indorsement  and  has  not  been  indorsed  to  the
securities intermediary or in blank.
(b) Delivery of an uncertificated security to a purchaser occurs when:
(1) the  issuer  registers the purchaser as the registered owner,
upon original issue or registration of transfer; or
(2) another person, other than a securities intermediary,  either
becomes  the  registered owner of the uncertificated security
on behalf of the purchaser or, having previously  become  the
registered   owner,   acknowledges  that  it  holds  for  the
purchaser.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 3 - Transfer of Certificated and Uncertificated Securities › 8-302 - Rights of Purchaser.

Section 8--302. Rights of Purchaser.
(a) Except  as  otherwise  provided  in  subsections  (b)  and  (c), a
purchaser of a certificated  or  uncertificated  security  acquires  all
rights in the security that the transferor had or had power to transfer.
(b) A  purchaser  of  a  limited  interest acquires rights only to the
extent of the interest purchased.
(c) A purchaser of a certificated security who as  a  previous  holder
had  notice  of an adverse claim does not improve its position by taking
from a protected purchaser.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 3 - Transfer of Certificated and Uncertificated Securities › 8-303 - Protected Purchaser.

Section 8--303. Protected Purchaser.
(a) "Protected  purchaser"  means  a  purchaser  of  a certificated or
uncertificated security, or of an interest therein, who:
(1) gives value;
(2) does not have notice of any adverse claim  to  the  security;
and
(3) obtains   control   of  the  certificated  or  uncertificated
security.
(b) In addition to acquiring the rights of a  purchaser,  a  protected
purchaser also acquires its interest in the security free of any adverse
claim.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 3 - Transfer of Certificated and Uncertificated Securities › 8-304 - Indorsement.

Section 8--304. Indorsement.
(a) An  indorsement  may  be  in blank or special.   An indorsement in
blank includes an indorsement to bearer. A special indorsement specifies
to whom a security is to be transferred or who has power to transfer it.
A holder may convert a blank indorsement to a special indorsement.
(b) An indorsement purporting  to  be  only  of  part  of  a  security
certificate  representing  units intended by the issuer to be separately
transferable is effective to the extent of the indorsement.
(c) An indorsement, whether special or in blank, does not constitute a
transfer until delivery of the certificate on which it  appears  or,  if
the  indorsement  is  on a separate document, until delivery of both the
document and the certificate.
(d) If a security certificate in registered form has been delivered to
a purchaser without a necessary indorsement, the purchaser may become  a
protected  purchaser  only  when  the indorsement is supplied.  However,
against a transferor, a transfer  is  complete  upon  delivery  and  the
purchaser  has  a  specifically  enforceable right to have any necessary
indorsement supplied.
(e) An indorsement of a security certificate in bearer form  may  give
notice of an adverse claim to the certificate, but it does not otherwise
affect a right to registration that the holder possesses.
(f) Unless  otherwise  agreed,  a person making an indorsement assumes
only the obligations provided in Section 8--108 and  not  an  obligation
that the security will be honored by the issuer.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 3 - Transfer of Certificated and Uncertificated Securities › 8-305 - Instruction.

Section 8--305. Instruction.
(a) If an instruction has been originated by an appropriate person but
is  incomplete  in  any  other  respect,  any  person may complete it as
authorized and the issuer may rely on it as completed,  even  though  it
has been completed incorrectly.
(b) Unless  otherwise  agreed,  a  person  initiating  an  instruction
assumes only the obligations  imposed  by  Section  8--108  and  not  an
obligation that the security will be honored by the issuer.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 3 - Transfer of Certificated and Uncertificated Securities › 8-306 - Effect of Guaranteeing Signature, Indorsement, or Instruction.

Section 8--306. Effect   of   Guaranteeing  Signature,  Indorsement,  or
Instruction.
(a) A person who guarantees a signature of an indorser of  a  security
certificate warrants that at the time of signing:
(1) the signature was genuine;
(2) the  signer  was  an appropriate person to indorse, or if the
signature is by an agent, the agent had actual  authority  to
act on behalf of the appropriate person; and
(3) the signer had legal capacity to sign.
(b) A  person  who  guarantees  a  signature  of  the originator of an
instruction warrants that at the time of signing:
(1) the signature was genuine;
(2) the  signer  was  an  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,  if  the  person  specified in the instruction as the
registered owner was, in fact, the registered  owner,  as  to
which  fact the signature guarantor does not make a warranty;
and
(3) the signer had legal capacity to sign.
(c) A person who specially guarantees the signature of  an  originator
of  an  instruction  makes the warranties of a signature guarantor under
subsection (b) and also warrants that at the  time  the  instruction  is
presented to the issuer:
(1) the  person  specified  in  the instruction as the registered
owner of the uncertificated security will be  the  registered
owner; and
(2) 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.
(d) A guarantor under subsections (a) and (b) or a  special  guarantor
under  subsection (c) does not otherwise warrant the rightfulness of the
transfer.
(e) A person who guarantees an indorsement of a  security  certificate
makes  the  warranties of a signature guarantor under subsection (a) and
also warrants the rightfulness of the transfer in all respects.
(f) A person who guarantees an instruction requesting the transfer  of
an  uncertificated  security makes the warranties of a special signature
guarantor under subsection (c) and also warrants the rightfulness of the
transfer in all respects.
(g) An issuer may not require  a  special  guaranty  of  signature,  a
guaranty  of indorsement, or a guaranty of instruction as a condition to
registration of transfer.
(h) The warranties under this section are made to a person  taking  or
dealing with the security in reliance on the guaranty, and the guarantor
is  liable  to  the  person  for  loss resulting from their breach.   An
indorser or originator of an instruction whose  signature,  indorsement,
or instruction has been guaranteed is liable to a guarantor for any loss
suffered by the guarantor as a result of breach of the warranties of the
guarantor.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 3 - Transfer of Certificated and Uncertificated Securities › 8-307 - Purchaser's Right to Requisites for Registration of Transfer.

Section 8--307. Purchaser's  Right  to  Requisites  for  Registration of
Transfer.
Unless otherwise agreed, the transferor of a security  on  due  demand
  shall  supply  the purchaser with proof of authority to transfer or with
  any other requisite necessary to obtain registration of the transfer  of
  the  security,  but  if the transfer is not for value, a transferor need
  not comply unless the purchaser pays  the  necessary  expenses.  If  the
  transferor fails within a reasonable time to comply with the demand, the
  purchaser may reject or rescind the transfer.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 4 - Registration › 8-401 - Duty of Issuer to Register Transfer.

Section 8--401. Duty of Issuer to Register Transfer.
(a) If  a  certificated security in registered form is presented to an
issuer with  a  request  to  register  transfer  or  an  instruction  is
presented  to  an  issuer  with  a  request  to  register transfer of an
uncertificated security, the  issuer  shall  register  the  transfer  as
requested if:
(1) under   the   terms   of  the  security  the  person  seeking
registration of transfer is eligible  to  have  the  security
registered in its name;
(2) the  indorsement  or  instruction  is made by the appropriate
person or by an agent who has  actual  authority  to  act  on
behalf of the appropriate person;
(3) reasonable   assurance  is  given  that  the  indorsement  or
instruction is genuine and authorized (Section 8--402);
(4) any applicable law relating to the collection  of  taxes  has
been complied with;
(5) the  transfer  does  not  violate any restriction on transfer
imposed by the issuer in accordance with Section 8--204;
(6) a demand that the issuer not register transfer has not become
effective under Section 8--403, or the  issuer  has  complied
with Section 8--403(b) but no legal process or indemnity bond
is obtained as provided in Section 8--403(d); and
(7) the  transfer  is  in  fact  rightful  or  is  to a protected
purchaser.
(b) If 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 the person's principal for loss
resulting from unreasonable delay in registration or failure or  refusal
to register the transfer.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 4 - Registration › 8-402 - Assurance That Indorsement or Instruction Is Effective.

Section 8--402. Assurance that Indorsement or Instruction is Effective.
(a) An  issuer may require the following assurance that each necessary
indorsement or each instruction is genuine and authorized:
(1) in all cases, a guaranty  of  the  signature  of  the  person
making   an   indorsement   or   originating  an  instruction
including,  in  the  case  of  an   instruction,   reasonable
assurance of identity;
(2) if  the  indorsement is made or the instruction is originated
by an agent, appropriate assurance  of  actual  authority  to
sign;
(3) if  the  indorsement is made or the instruction is originated
by a fiduciary pursuant to Section  8--107(a)(4)  or  (a)(5),
appropriate evidence of appointment or incumbency;
(4) if  there  is  more  than one fiduciary, reasonable assurance
that all who are required to sign have done so; and
(5) if the indorsement is made or the instruction  is  originated
by  a  person  not  covered  by  another  provision  of  this
subsection, assurance appropriate to the  case  corresponding
as nearly as may be to the provisions of this subsection.
(b) An  issuer  may  elect to require reasonable assurance beyond that
specified in this section.
(c) In this section:
(1) "Guaranty of the signature" means a guaranty signed by or  on
behalf  of  a  person reasonably believed by the issuer to be
responsible. An issuer may adopt standards  with  respect  to
responsibility if they are not manifestly unreasonable.
(2) "Appropriate evidence of appointment or incumbency" means:
(i) in  the  case  of a fiduciary appointed or qualified by a
court, a certificate issued by or under the direction  or
supervision  of the court or an officer thereof and dated
within 6 months  before  the  date  of  presentation  for
transfer; or
(ii) in  any  other  case,  a  copy  of a document showing the
appointment or a certificate issued by or on behalf of  a
person reasonably believed by an issuer to be responsible
or, in the absence of that document or certificate, other
evidence the issuer reasonably considers appropriate.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 4 - Registration › 8-403 - Demand That Issuer Not Register Transfer.

Section 8--403. Demand that Issuer Not Register Transfer.
(a) A  person  who  is an appropriate person to make an indorsement or
originate an  instruction  may  demand  that  the  issuer  not  register
transfer  of  a  security  by communicating to the issuer a notification
that identifies the registered owner and the issue of which the security
is a part and provides an address for  communications  directed  to  the
person making the demand. The demand is effective only if it is received
by  the issuer at a time and in a manner affording the issuer reasonable
opportunity to act on it.
(b) If a certificated security in registered form is presented  to  an
issuer  with  a  request  to  register  transfer  or  an  instruction is
presented to an issuer  with  a  request  to  register  transfer  of  an
uncertificated  security  after  a  demand  that the issuer not register
transfer has become effective, the issuer shall promptly communicate, to
the person who initiated the demand  at  the  address  provided  in  the
demand  and to the person who presented the security for registration of
transfer  or  initiated  the  instruction  requesting  registration   of
transfer, a notification stating that:
(1) the certificated security has been presented for registration
of  transfer  or the instruction for registration of transfer
of the uncertificated security has been received;
(2) a demand that the issuer not register transfer had previously
been received; and
(3) the issuer will  withhold  registration  of  transfer  for  a
period of time stated in the notification in order to provide
the  person who initiated the demand an opportunity to obtain
legal process or an indemnity bond.
(c) The period described in subsection (b)(3) may not exceed  30  days
after  the  date of communication of the notification.  A shorter period
may be specified by the issuer if it is not manifestly unreasonable.
(d) An issuer is not liable to a person who initiated  a  demand  that
the  issuer  not  register transfer for any loss the person suffers as a
result  of  registration  of  a  transfer  pursuant  to   an   effective
indorsement  or  instruction if the person who initiated the demand does
not, within the time stated in the issuer's communication, either:
(1) obtain an appropriate restraining order, injunction, or other
process from a court of competent jurisdiction enjoining  the
issuer from registering the transfer; or
(2) file  with  the  issuer  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 it or they may suffer by refusing  to  register  the
transfer.
(e) This  section  does  not  relieve  an  issuer  from  liability for
registering transfer pursuant to an indorsement or instruction that  was
not effective.
2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 4 - Registration › 8-404 - Wrongful Registration.

Section 8--404. Wrongful Registration.
(a) Except  as  otherwise  provided  in  Section  8--406, an issuer is
liable  for  wrongful  registration  of  transfer  if  the  issuer   has
registered  a transfer of a security to a person not entitled to it, and
the transfer was registered:
(1) pursuant to an ineffective indorsement or instruction;
(2) after a demand that the issuer not register  transfer  became
effective  under  Section  8--403(a)  and  the issuer did not
comply with Section 8--403(b);
(3) after  the  issuer  had  been  served  with  an   injunction,
restraining  order,  or other legal process enjoining it from
registering the transfer, issued  by  a  court  of  competent
jurisdiction,  and the issuer had a reasonable opportunity to
act on the injunction,  restraining  order,  or  other  legal
process; or
(4) by an issuer acting in collusion with the wrongdoer.
(b) An  issuer  that  is  liable for wrongful registration of transfer
under subsection (a) on demand shall provide the person entitled to  the
security  with  a  like certificated or uncertificated security, and any
payments or distributions that the person did not receive as a result of
the wrongful registration. If an overissue would  result,  the  issuer's
liability  to  provide  the  person  with a like security is governed by
Section 8--210.
(c) Except as otherwise  provided  in  subsection  (a)  or  in  a  law
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 a
transfer of a security if registration was made pursuant to an effective
indorsement or instruction.