(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) the certificate is genuine;
(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) 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.
(b) Unless otherwise agreed, a person signing under subsection (a) does not assume responsibility for the validity of the security in other respects.
Structure Delaware Code
Article 8. Investment Securities
§ 8-202. Issuer's responsibility and defenses; notice of defect or defense.
§ 8-203. Staleness as notice of defect or defense.
§ 8-204. Effect of issuer's restriction on transfer.
§ 8-205. Effect of unauthorized signature on certificated security.
§ 8-206. Completion or alteration of certificated security.
§ 8-207. Rights and duties of issuer with respect to registered owners.
§ 8-208. Effect of signature of authenticating trustee, registrar, or transfer agent.