N.Y. U.C.C. 8-302

Section 8--302. Rights of Purchaser.\n (a) Except as otherwise provided in subsections (b) and (c), a\npurchaser of a certificated or uncertificated security acquires all\nrights in the security that the transferor had or had power to transfer.\n (b) A purchaser of a limited interest acquires rights only to the\nextent of the interest purchased.\n (c) A purchaser of a certificated security who as a previous holder\nhad notice of an adverse claim does not improve its position by taking\nfrom a protected purchaser.\n