N.Y. Uniform Commercial Code Law § 1-202: Notice; Knowledge

Section 1--202. Notice; Knowledge.

(a) Subject to subsection (f), a person has "notice" of a fact if the

person:

(1) has actual knowledge of it;

(2) has received a notice or notification of it; or

(3) from all the facts and circumstances known to the person at the

time in question, has reason to know that it exists.

(b) "Knowledge" means actual knowledge. "Knows" has a corresponding

meaning.

(c) "Discover", "learn", or words of similar import refer to knowledge

rather than to reason to know.

(d) A person "notifies" or "gives" a notice or notification to another

person by taking such steps as may be reasonably required to inform the

other person in ordinary course, whether or not the other person

actually comes to know of it.

(e) Subject to subsection (f), a person "receives" a notice or

notification when:

(1) it comes to that person's attention; or

(2) it is duly delivered in a form reasonable under the circumstances

at the place of business through which the contract was made or at

another location held out by that person as the place for receipt of

such communications.

(f) Notice, knowledge, or a notice or notification received by an

organization is effective for a particular transaction from the time it

is brought to the attention of the individual conducting that

transaction and, in any event, from the time it would have been brought

to the individual's attention if the organization had exercised due

diligence. An organization exercises due diligence if it maintains

reasonable routines for communicating significant information to the

person conducting the transaction and there is reasonable compliance

with the routines. Due diligence does not require an individual acting

for the organization to communicate information unless the communication

is part of the individual's regular duties or the individual has reason

to know of the transaction and that the transaction would be materially

affected by the information.