N.Y. U.C.C. 1-202

Section 1--202. Notice; Knowledge.\n (a) Subject to subsection (f), a person has "notice" of a fact if the\nperson:\n (1) has actual knowledge of it;\n (2) has received a notice or notification of it; or\n (3) from all the facts and circumstances known to the person at the\ntime in question, has reason to know that it exists.\n (b) "Knowledge" means actual knowledge. "Knows" has a corresponding\nmeaning.\n (c) "Discover", "learn", or words of similar import refer to knowledge\nrather than to reason to know.\n (d) A person "notifies" or "gives" a notice or notification to another\nperson by taking such steps as may be reasonably required to inform the\nother person in ordinary course, whether or not the other person\nactually comes to know of it.\n (e) Subject to subsection (f), a person "receives" a notice or\nnotification when:\n (1) it comes to that person's attention; or\n (2) it is duly delivered in a form reasonable under the circumstances\nat the place of business through which the contract was made or at\nanother location held out by that person as the place for receipt of\nsuch communications.\n (f) Notice, knowledge, or a notice or notification received by an\norganization is effective for a particular transaction from the time it\nis brought to the attention of the individual conducting that\ntransaction and, in any event, from the time it would have been brought\nto the individual's attention if the organization had exercised due\ndiligence. An organization exercises due diligence if it maintains\nreasonable routines for communicating significant information to the\nperson conducting the transaction and there is reasonable compliance\nwith the routines. Due diligence does not require an individual acting\nfor the organization to communicate information unless the communication\nis part of the individual's regular duties or the individual has reason\nto know of the transaction and that the transaction would be materially\naffected by the information.\n