§ 34.1-8-108 — Warranties in direct holding

Wyoming § 34.1-8-108

• Jurisdiction: Wyoming
• Title 34.1: Uniform Commercial Code
• Art. 8: INVESTMENT SECURITIES

Text

(a) A person who transfers a certificated security to a
purchaser for value warrants to the purchaser, and an indorser,
if the transfer is by indorsement, warrants to any subsequent
purchaser, that:
(i) The certificate is genuine and has not been
materially altered;
(ii) The transferor or indorser does not know of any
fact that might impair the validity of the security;
(iii) There is no adverse claim to the security;
(iv) The transfer does not violate any restriction on
transfer;
(v) If the transfer is by indorsement, the
indorsement is made by an appropriate person, or if the
indorsement is by an agent, the agent has actual authority to
act on behalf of the appropriate person; and
(vi) The transfer is otherwise effective and
rightful.
(b) A person who originates an instruction for
registration of transfer of an uncertificated security to a
purchaser for value warrants to the purchaser that:
(i) The instruction is made by an appropriate person,
or if the instruction is by an agent, the agent has actual
authority to act on behalf of the appropriate person;
(ii) The security is valid;
(iii) There is no adverse claim to the security; and
(iv) At the time the instruction is presented to the
issuer:
(A) The purchaser will be entitled to the
registration of transfer;
(B) The transfer will be registered by the
issuer free from all liens, security interests, restrictions,
and claims other than those specified in the instruction;
(C) The transfer will not violate any
restriction on transfer; and
(D) The requested transfer will otherwise be
effective and rightful.
(c) A person who transfers an uncertificated security to a
purchaser for value and does not originate an instruction in
connection with the transfer warrants that:
(i) The uncertificated security is valid;
(ii) There is no adverse claim to the security;
(iii) The transfer does not violate any restriction
on transfer; and
(iv) The transfer is otherwise effective and
rightful.
(d) A person who indorses a security certificate warrants
to the issuer that:
(i) There is no adverse claim to the security; and
(ii) The indorsement is effective.
(e) A person who originates an instruction for
registration of transfer of an uncertificated security warrants
to the issuer that:
(i) The instruction is effective; and
(ii) At the time the instruction is presented to the
issuer the purchaser will be entitled to the registration of
transfer.
(f) A person who presents a certificated security for
registration of transfer or for payment or exchange warrants to
the issuer that the person is entitled to the registration,
payment, or exchange, but a purchaser for value and without
notice of adverse claims to whom transfer is registered warrants
only that the person has no knowledge of any unauthorized
signature in a necessary indorsement.
(g) If a person acts as agent of another in delivering a
certificated security to a purchaser, the identity of the
principal was known to the person to whom the certificate was
delivered, and the certificate delivered by the agent was
received by the agent from the principal or received by the
agent from another person at the direction of the principal, the
person delivering the security certificate warrants only that
the delivering person has authority to act for the principal and
does not know of any adverse claim to the certificated security.
(h) A secured party who redelivers a security certificate
received, or after payment and on order of the debtor delivers
the security certificate to another person, makes only the
warranties of an agent under subsection (g) of this section.
(j) Except as otherwise provided in subsection (g) of this
section, a broker acting for a customer makes to the issuer and
a purchaser the warranties provided in subsections (a) through
(f) of this section. A broker that delivers a security
certificate to its customer, or causes its customer to be
registered as the owner of an uncertificated security, makes to
the customer the warranties provided in subsection (a) or (b) of
this section, and has the rights and privileges of a purchaser
under this section. The warranties of and in favor of the
broker acting as an agent are in addition to applicable
warranties given by and in favor of the customer.