§ 41-08-19 — (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After an act or event, other than a call that has been revoked, creating a right to immediate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.