Section 8–208. (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 paragraph (a) does not assume responsibility for the validity of the security in other respects.
Structure Massachusetts General Laws
Part I - Administration of the Government
Title XV - Regulation of Trade
Chapter 106 - Uniform Commercial Code
Article 8 - Investment Securities
Section 8-404 - Wrongful Registration
Section 8-403 - Demand That Issuer Not Register Transfer
Section 8-402 - Assurance That Indorsement or Instruction Is Effective
Section 8-401 - Duty of Issuer to Register Transfer
Section 8-303 - Protected Purchaser
Section 8-405 - Replacement of Lost, Destroyed, or Wrongfully Taken Security Certificate
Section 8-306 - Effect of Guaranteeing Signature, Indorsement, or Instruction
Section 8-501 - Securities Account; Acquisition of Security Entitlement From Securities Intermediary
Section 8-502 - Assertion of Adverse Claim Against Entitlement Holder
Section 8-504 - Duty of Securities Intermediary to Maintain Financial Asset
Section 8-505 - Duty of Securities Intermediary With Respect to Payments and Distributions
Section 8-506 - Duty of Securities Intermediary to Exercise Rights as Directed by Entitlement Holder
Section 8-507 - Duty of Securities Intermediary to Comply With Entitlement Order
Section 8-510 - Rights of Purchaser of Security Entitlement From Entitlement Holder
Section 8-511 - Priority Among Security Interests and Entitlement Holders
Section 8-302 - Rights of Purchaser
Section 8-407 - Authenticating Trustee, Transfer Agent, and Registrar
Section 8-307 - Purchaser's Right to Requisites for Registration of Transfer
Section 8-104 - Acquisition of Security or Financial Asset or Interest Therein
Section 8-105 - Notice of Adverse Claim
Section 8-107 - Whether Indorsement, Instruction, or Entitlement Order Is Effective
Section 8-108 - Warranties in Direct Holding
Section 8-109 - Warranties in Indirect Holding
Section 8-110 - Applicability; Choice of Law
Section 8-111 - Clearing Corporation Rules
Section 8-207 - Rights and Duties of Issuer With Respect to Registered Owners
Section 8-113 - Statute of Frauds Inapplicable
Section 8-208 - Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent
Section 8-112 - Creditor's Legal Process
Section 8-205 - Effect of Unauthorized Signature on Security Certificate
Section 8-204 - Effect of Issuer's Restriction on Transfer
Section 8-203 - Staleness as Notice of Defect or Defense
Section 8-206 - Completion or Alteration of Security Certificate
Section 8-116 - Securities Intermediary as Purchaser for Value
Section 8-115 - Securities Intermediary and Others Not Liable to Adverse Claimant
Section 8-114 - Evidentiary Rules Concerning Certificated Securities
Section 8-202 - Issuer's Responsibility and Defenses; Notice of Defect or Defense