New York Uniform Commercial Code Code § 8-208

Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent
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Section 8--208. Effect of Signature of Authenticating Trustee,\n                  Registrar, or Transfer Agent.\n  (a) A person signing a security certificate as authenticating trustee,\nregistrar, transfer agent, or the like, warrants to a purchaser for\nvalue of the certificated security, if the purchaser is without notice\nof a particular defect, that:\n       (1) the certificate is genuine;\n       (2) the person's own participation in the issue of the security\n           is within the person's capacity and within the scope of the\n           authority received by the person from the issuer; and\n       (3) the person has reasonable grounds to believe that the\n           certificated security is in the form and within the amount\n           the issuer is authorized to issue.\n  (b) Unless otherwise agreed, a person signing under subsection (a)\ndoes not assume responsibility for the validity of the security in other\nrespects.\n

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