2012 Pennsylvania Consolidated Statutes
Title 13 - COMMERCIAL CODE
Chapter 83 - Transfer of Certificated and Uncertificated Securities
Section 8306 - Effect of guaranteeing signature, indorsement or instruction

     § 8306.  Effect of guaranteeing signature, indorsement or
                instruction.
        (a)  Warranties of signature guarantor.--A person who
     guarantees a signature of an indorser of a security certificate
     warrants that at the time of signing:
            (1)  the signature was genuine;
            (2)  the signer was an appropriate person to indorse, or
        if the signature is by an agent, the agent had actual
        authority to act on behalf of the appropriate person; and
            (3)  the signer had legal capacity to sign.
        (b)  Warranties of person guaranteeing signature of
     originator of instruction.--A person who guarantees a signature
     of the originator of an instruction warrants that at the time of
     signing:
            (1)  the signature was genuine;
            (2)  the signer was an appropriate person to originate
        the instruction or, if the signature is by an agent, the
        agent had actual authority to act on behalf of the
        appropriate person, if the person specified in the
        instruction as the registered owner was, in fact, the
        registered owner, as to which fact the signature guarantor
        does not make a warranty; and
            (3)  the signer had legal capacity to sign.
        (c)  Warranties of person specially guaranteeing signature of
     originator of instruction.--A person who specially guarantees
     the signature of an originator of an instruction makes the
     warranties of a signature guarantor under subsection (b) and
     also warrants that at the time the instruction is presented to
     the issuer:
            (1)  the person specified in the instruction as the
        registered owner of the uncertificated security will be the
        registered owner; and
            (2)  the transfer of the uncertificated security
        requested in the instruction will be registered by the issuer
        free from all liens, security interests, restrictions and
        claims other than those specified in the instruction.
        (d)  Limitations on warranties.--A guarantor under
     subsections (a) and (b) or a special guarantor under subsection
     (c) does not otherwise warrant the rightfulness of the transfer.
        (e)  Warranties of indorsement guarantor.--A person who
     guarantees an indorsement of a security certificate makes the
     warranties of a signature guarantor under subsection (a) and
     also warrants the rightfulness of the transfer in all respects.
        (f)  Warranties of person guaranteeing instruction requesting
     transfer of uncertificated security.--A person who guarantees an
     instruction requesting the transfer of an uncertificated
     security makes the warranties of a special signature guarantor
     under subsection (c) and also warrants the rightfulness of the
     transfer in all respects.
        (g)  Matters an issuer may not require.--An issuer may not
     require a special guaranty of signature, a guaranty of
     indorsement or a guaranty of instruction as a condition to
     registration of transfer.
        (h)  Persons protected by warranties.--The warranties under
     this section are made to a person taking or dealing with the
     security in reliance on the guaranty, and the guarantor is
     liable to the person for loss resulting from their breach. An
     indorser or originator of an instruction whose signature,
     indorsement or instruction has been guaranteed is liable to a
     guarantor for any loss suffered by the guarantor as a result of
     breach of the warranties of the guarantor.