1. (a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:

   1. (1) the certificate is genuine;
   2. (2) the person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and
   3. (3) the person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.
2. (b) Unless otherwise agreed, a person signing under subsection (a) does not assume responsibility for the validity of the security in other respects.

HISTORY: 1962 Code Section 10.8-208; 1966 (54) 2716; 1991 Act No. 161, Section 1; 2001 Act No. 67, Section 5. "Certificated security" Section 8-102(a)(4) "Genuine" Section 1-201(18) "Issuer" Section 8-201 "Notice" Section 1-201(25) "Purchaser" Sections 1-201(33) & 8-116 "Security" Section 8-102(a)(15) "Security certificate" Section 8-102(a)(16) "Uncertificated security" Section 8-102(a)(18) "Value" Sections 1-201(44) & 8-116