§ 34.1-8-105 — Notice of adverse claim

(a) A person has notice of an adverse claim if:
(i) The person knows of the adverse claim;
(ii) 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
(iii) 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:
(i) One (1) year after a date set for presentment or
surrender for redemption or exchange; or
(ii) Six (6) 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:
(i) Whether in bearer or registered form, has been
indorsed "for collection" or "for surrender" or for some other
purpose not involving transfer; or
(ii) 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) Filing of a financing statement under article 9 is not
notice of an adverse claim to a financial asset.