§ 34.1-3-106 — Unconditional promise or order

(a) Except as provided in this section, for the purposes
of section 34.1-3-104(a), a promise or order is unconditional
unless it states (1) an express condition to payment, (2) that
the promise or order is subject to or governed by another
writing, or (3) that rights or obligations with respect to the
promise or order are stated in another writing. A reference to
another writing does not of itself make the promise or order
conditional.
(b) A promise or order is not made conditional (1) by a
reference to another writing for a statement of rights with
respect to collateral, prepayment, or acceleration, or (2)
because payment is limited to resort to a particular fund or
source.
(c) If a promise or order requires, as a condition to
payment, a countersignature by a person whose specimen signature
appears on the promise or order, the condition does not make the
promise or order conditional for the purposes of section
34.1-3-104(a). If the person whose specimen signature appears
on an instrument fails to countersign the instrument, the
failure to countersign is a defense to the obligation of the
issuer, but the failure does not prevent a transferee of the
instrument from becoming a holder of the instrument.
(d) If a promise or order at the time it is issued or
first comes into possession of a holder contains a statement,
required by applicable statutory or administrative law, to the
effect that the rights of a holder or transferee are subject to
claims or defenses that the issuer could assert against the
original payee, the promise or order is not thereby made
conditional for the purposes of section 34.1-3-104(a); but if
the promise or order is an instrument, there cannot be a holder
in due course of the instrument.