§ 34.1-1-202 — Notice; knowledge

(a) Subject to subsection (f) of this section, a person
has "notice" of a fact if the person:
(i) Has actual knowledge of it;
(ii) Has received a notice or notification of it; or
(iii) From all the facts and circumstances known to
the person at the time in question, has reason to know that it
exists.
(b) "Knowledge" means actual knowledge. "Knows" has a
corresponding meaning.
(c) "Discover," "learn," or words of similar import refer
to knowledge rather than to reason to know.
(d) A person "notifies" or "gives" a notice or
notification to another person by taking such steps as may be
reasonably required to inform the other person in ordinary
course, whether or not the other person actually comes to know
of it.
(e) Subject to subsection (f) of this section, a person
"receives" a notice or notification when:
(i) It comes to that person's attention; or
(ii) It is duly delivered in a form reasonable under
the circumstances at the place of business through which the
contract was made or at another location held out by that person
as the place for receipt of such communications.
(f) Notice, knowledge, or a notice or notification
received by an organization is effective for a particular
transaction from the time it is brought to the attention of the
individual conducting that transaction and, in any event, from
the time it would have been brought to the individual's
attention if the organization had exercised due diligence. An
organization exercises due diligence if it maintains reasonable
routines for communicating significant information to the person
conducting the transaction and there is reasonable compliance
with the routines. Due diligence does not require an individual
acting for the organization to communicate information unless
the communication is part of the individual's regular duties or
the individual has reason to know of the transaction and that
the transaction would be materially affected by the information.