[Rev. 11/21/2013 9:26:41 AM--2013]

CHAPTER 104 - UNIFORM COMMERCIAL CODE—ORIGINAL ARTICLES

ARTICLE 1

GENERAL PROVISIONS

Part 1

Short Titles, Scope, Construction, Severability and Electronic Signatures and Delivery

NRS 104.1101         Short titles.

NRS 104.1102         Scope of Article 1.

NRS 104.1103         Construction of Uniform Commercial Code to promote underlying purposes and policies; applicability of supplemental principles of law.

NRS 104.1104         Construction against implied repeal.

NRS 104.1105         Severability.

NRS 104.1106         Use of singular and plural; gender.

NRS 104.1108         Relation to Electronic Signatures in Global and National Commerce Act.

Part 2

General Definitions and Principles of Interpretation

NRS 104.1201         General definitions.

NRS 104.1202         Notice; knowledge.

NRS 104.1203         Lease distinguished from security interest.

NRS 104.1204         Value.

NRS 104.1205         Reasonable time; seasonableness.

NRS 104.1206         Presumptions.

Part 3

Territorial Applicability and General Rules

NRS 104.1301         Territorial applicability; parties’ power to choose applicable law.

NRS 104.1302         Variation by agreement.

NRS 104.1303         Course of performance, course of dealing and usage of trade.

NRS 104.1304         Obligation of good faith.

NRS 104.1305         Remedies to be liberally administered.

NRS 104.1306         Waiver or renunciation of claim or right after breach.

NRS 104.1307         Prima facie evidence by third-party documents.

NRS 104.1308         Performance or acceptance under reservation of rights.

NRS 104.1309         Option to accelerate at will.

NRS 104.1310         Subordinated obligations.

ARTICLE 2

SALES

Part 1

Short Title, General Construction and Subject Matter

NRS 104.2101         Short title.

NRS 104.2102         Scope; certain security and other transactions excluded from this article.

NRS 104.2103         Definitions and index of definitions.

NRS 104.2104         Definitions: “Merchant”; “between merchants”; “financing agency.”

NRS 104.2105         Definitions: Transferability; “goods”; “future” goods; “lot”; “commercial unit.”

NRS 104.2106         Definitions: “Contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation.”

NRS 104.2107         Goods to be severed from realty: Recording.

Part 2

Form, Formation and Readjustment of Contract

NRS 104.2201         Formal requirements; statute of frauds.

NRS 104.2202         Final written expression: Parol or extrinsic evidence.

NRS 104.2203         Seals inoperative.

NRS 104.2204         Formation in general.

NRS 104.2205         Firm offers.

NRS 104.2206         Offer and acceptance in formation of contract.

NRS 104.2207         Additional terms in acceptance or confirmation.

NRS 104.2209         Modification, rescission and waiver.

NRS 104.2210         Delegation of performance; assignment of rights.

Part 3

General Obligation and Construction of Contract

NRS 104.2301         General obligations of parties.

NRS 104.2302         Unconscionable contract or clause.

NRS 104.2303         Allocation or division of risks.

NRS 104.2304         Price payable in money, goods, realty or otherwise.

NRS 104.2305         Open price term.

NRS 104.2306         Output, requirements and exclusive dealings.

NRS 104.2307         Delivery in single lot or several lots.

NRS 104.2308         Absence of specified place for delivery.

NRS 104.2309         Absence of specific time for action or duration of contract; notice of termination.

NRS 104.2310         Open time for payment or running of credit; authority to ship under reservation.

NRS 104.2311         Options and cooperation respecting performance.

NRS 104.2312         Warranty of title and against infringement; buyer’s obligation against infringement.

NRS 104.2313         Express warranties by affirmation, promise, description or sample.

NRS 104.2314         Implied warranty: Merchantability; usage of trade.

NRS 104.2315         Implied warranty: Fitness for particular purpose.

NRS 104.2316         Exclusion or modification of warranties.

NRS 104.2317         Cumulation and conflict of warranties express or implied.

NRS 104.2318         Third-party beneficiaries of warranties express or implied.

NRS 104.2319         F.O.B. and F.A.S. terms.

NRS 104.2320         C.I.F. and C. & F. terms.

NRS 104.2321         C.I.F. or C. & F.: “Net landed weights”; “payment on arrival”; warranty of condition on arrival.

NRS 104.2322         Delivery “ex-ship.”

NRS 104.2323         Form of bill of lading required in overseas shipment; “overseas.”

NRS 104.2324         “No arrival, no sale” term.

NRS 104.2325         “Letter of credit” term; “confirmed credit.”

NRS 104.2326         Sale on approval and sale or return; rights of creditors.

NRS 104.2327         Special incidents of sale on approval and sale or return.

NRS 104.2328         Sale by auction.

Part 4

Title, Creditors and Good Faith Purchasers

NRS 104.2401         Passing of title; reservation for security; limited application of this section.

NRS 104.2402         Rights of seller’s creditors against sold goods.

NRS 104.2403         Power to transfer; good faith purchase of goods; “entrusting.”

Part 5

Performance

NRS 104.2501         Insurable interest in goods; manner of identification of goods.

NRS 104.2502         Buyer’s right to goods on seller’s repudiation, failure to deliver or insolvency.

NRS 104.2503         Manner of seller’s tender of delivery.

NRS 104.2504         Shipment by seller.

NRS 104.2505         Seller’s shipment under reservation.

NRS 104.2506         Rights of financing agency.

NRS 104.2507         Effect of seller’s tender; delivery on condition.

NRS 104.2508         Cure by seller of improper tender or delivery; replacement.

NRS 104.2509         Risk of loss in the absence of breach.

NRS 104.2510         Effect of breach on risk of loss.

NRS 104.2511         Tender of payment by buyer; payment by check.

NRS 104.2512         Payment by buyer before inspection.

NRS 104.2513         Buyer’s right to inspection of goods.

NRS 104.2514         When documents deliverable on acceptance; when on payment.

NRS 104.2515         Preserving evidence of goods in dispute.

Part 6

Breach, Repudiation and Excuse

NRS 104.2601         Buyer’s rights on improper delivery.

NRS 104.2602         Manner and effect of rightful rejection.

NRS 104.2603         Merchant buyer’s duties as to rightfully rejected goods.

NRS 104.2604         Buyer’s options as to salvage of rightfully rejected goods.

NRS 104.2605         Waiver of buyer’s objections by failure to particularize.

NRS 104.2606         What constitutes acceptance of goods.

NRS 104.2607         Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.

NRS 104.2608         Revocation of acceptance in whole or in part.

NRS 104.2609         Right to adequate assurance of performance.

NRS 104.2610         Anticipatory repudiation.

NRS 104.2611         Retraction of anticipatory repudiation.

NRS 104.2612         “Installment contract”; breach.

NRS 104.2613         Casualty to identified goods.

NRS 104.2614         Substituted performance.

NRS 104.2615         Excuse by failure of presupposed conditions.

NRS 104.2616         Procedure on notice claiming excuse.

Part 7

Remedies

NRS 104.2701         Remedies for breach of collateral contracts not impaired.

NRS 104.2702         Seller’s remedies on discovery of buyer’s insolvency.

NRS 104.2703         Seller’s remedies in general.

NRS 104.2704         Seller’s right to identify goods to contract notwithstanding breach or to salvage unfinished goods.

NRS 104.2705         Seller’s stoppage of delivery in transit or otherwise.

NRS 104.2706         Seller’s resale including contract for resale.

NRS 104.2707         “Person in the position of a seller.”

NRS 104.2708         Seller’s damages for nonacceptance or repudiation.

NRS 104.2709         Action for price.

NRS 104.2710         Seller’s incidental damages.

NRS 104.2711         Buyer’s remedies in general; buyer’s security interest in rejected goods.

NRS 104.2712         “Cover”; buyer’s procurement of substitute goods.

NRS 104.2713         Buyer’s damages for nondelivery or repudiation.

NRS 104.2714         Buyer’s damages for breach in regard to accepted goods.

NRS 104.2715         Buyer’s incidental and consequential damages.

NRS 104.2716         Buyer’s right to specific performance or replevin.

NRS 104.2717         Deduction of damages from the price.

NRS 104.2718         Liquidation or limitation of damages; deposits.

NRS 104.2719         Contractual modification or limitation of remedy.

NRS 104.2720         Effect of “cancellation” or “rescission” on claims for antecedent breach.

NRS 104.2721         Remedies for fraud.

NRS 104.2722         Who can sue third parties for injury to goods.

NRS 104.2723         Proof of market price: Time and place.

NRS 104.2724         Admissibility of market quotations.

NRS 104.2725         Statute of limitations in contracts for sale.

ARTICLE 3

NEGOTIABLE INSTRUMENTS

Part 1

General Provisions and Definitions

NRS 104.3101         Short title.

NRS 104.3102         Subject matter.

NRS 104.3103         Definitions.

NRS 104.3104         Negotiable instrument.

NRS 104.3105         Issue of instrument.

NRS 104.3106         Unconditional promise or order.

NRS 104.3107         Instrument payable in foreign money.

NRS 104.3108         Payable on demand or at definite time.

NRS 104.3109         Payable to bearer or to order.

NRS 104.3110         Identification of person to whom instrument is payable.

NRS 104.3111         Place of payment.

NRS 104.3112         Interest.

NRS 104.3113         Date of instrument.

NRS 104.3114         Contradictory terms of instrument.

NRS 104.3115         Incomplete instruments.

NRS 104.3116         Joint and several liability; contribution.

NRS 104.3117         Other agreements affecting instrument.

NRS 104.3118         Statute of limitations.

NRS 104.3119         Notice of right to defend action.

Part 2

Negotiation, Transfer and Endorsement

NRS 104.3201         Negotiation.

NRS 104.3202         Negotiation subject to rescission.

NRS 104.3203         Transfer of instrument; rights acquired by transfer.

NRS 104.3204         Endorsement.

NRS 104.3205         Special endorsement; blank endorsement; anomalous endorsement.

NRS 104.3206         Restrictive endorsement.

NRS 104.3207         Reacquisition.

Part 3

Enforcement of Instruments

NRS 104.3301         Person entitled to enforce instrument.

NRS 104.3302         Holder in due course.

NRS 104.3303         Value and consideration.

NRS 104.3304         Overdue instrument.

NRS 104.3305         Defenses and claims in recoupment.

NRS 104.3306         Claims to an instrument.

NRS 104.3307         Notice of breach of fiduciary duty.

NRS 104.3308         Proof of signatures and status as holder in due course.

NRS 104.3309         Enforcement of lost, destroyed or stolen instrument.

NRS 104.3310         Effect of instrument on obligation for which taken.

NRS 104.3311         Accord and satisfaction by use of instrument.

NRS 104.3312         Lost, destroyed or stolen cashier’s check, teller’s check or certified check.

Part 4

Liability of Parties

NRS 104.3401         Signature.

NRS 104.3402         Signature by representative.

NRS 104.3403         Unauthorized signature.

NRS 104.3404         Impostors; fictitious payees.

NRS 104.3405         Employer’s responsibility for fraudulent endorsement by employee.

NRS 104.3406         Negligence contributing to forged signature or alteration of instrument.

NRS 104.3407         Alteration.

NRS 104.3408         Drawee not liable on unaccepted draft.

NRS 104.3409         Acceptance of draft; certified check.

NRS 104.3410         Acceptance varying draft.

NRS 104.3411         Refusal to pay cashier’s checks, teller’s checks and certified checks.

NRS 104.3412         Obligation of issuer of note or cashier’s check.

NRS 104.3413         Obligation of acceptor.

NRS 104.3414         Obligation of drawer.

NRS 104.3415         Obligation of endorser.

NRS 104.3416         Transfer warranties.

NRS 104.3417         Presentment warranties.

NRS 104.3418         Payment or acceptance by mistake.

NRS 104.3419         Instruments signed for accommodation.

NRS 104.3420         Conversion of instrument.

Part 5

Dishonor

NRS 104.3501         Presentment.

NRS 104.3502         Dishonor.

NRS 104.3503         Notice of dishonor.

NRS 104.3504         Excused presentment and notice of dishonor.

NRS 104.3505         Evidence of dishonor.

Part 6

Discharge and Payment

NRS 104.3601         Discharge and effect of discharge.

NRS 104.3602         Payment.

NRS 104.3603         Tender of payment.

NRS 104.3604         Discharge by cancellation or renunciation.

NRS 104.3605         Discharge of endorsers and accommodation parties.

ARTICLE 4

BANK DEPOSITS AND COLLECTIONS

Part 1

General Provisions and Definitions

NRS 104.4101         Short title.

NRS 104.4102         Applicability.

NRS 104.4103         Variation by agreement; measure of damages; action constituting ordinary care.

NRS 104.4104         Definitions and index of definitions.

NRS 104.4105         “Depositary bank”; “payor bank”; “intermediary bank”; “collecting bank”; “presenting bank.”

NRS 104.4106         Payable through or payable at bank.

NRS 104.4107         Separate office of bank.

NRS 104.4108         Time of receipt of items.

NRS 104.4109         Delays.

NRS 104.4110         Electronic presentment.

NRS 104.4111         Statute of limitations.

Part 2

Collection of Items: Depositary and Collecting Banks

NRS 104.4201         Status of collecting bank as agent and provisional status of credits; item endorsed “pay any bank.”

NRS 104.4202         Responsibility for collection or return; when action timely.

NRS 104.4203         Effect of instructions.

NRS 104.4204         Methods of sending and presenting; sending directly to payor bank.

NRS 104.4205         Depository bank holder of unendorsed item.

NRS 104.4206         Transfer between banks.

NRS 104.4207         Transfer warranties.

NRS 104.4208         Presentment warranties.

NRS 104.4209         Encoding and retention warranties.

NRS 104.4210         Security interest of collecting bank in items, accompanying documents and proceeds.

NRS 104.4211         When bank gives value for purposes of holder in due course.

NRS 104.4212         Presentment by notice of item not payable by, through or at bank; liability of drawer or endorser.

NRS 104.4213         Medium and time of settlement by bank.

NRS 104.4214         Right of charge-back or refund; liability of collecting bank; return of item.

NRS 104.4215         Final payment of item by payor bank; when provisional debits and credits become final; when certain credits become available for withdrawal.

NRS 104.4216         Insolvency and preference.

Part 3

Collection of Items: Payor Banks

NRS 104.4301         Deferred posting; recovery of payment by return of items; time of dishonor; return of items by payor bank.

NRS 104.4302         Payor bank’s responsibility for late return of item.

NRS 104.4303         When items subject to notice, stop-payment order, legal process or setoff; order in which items may be charged or certified.

Part 4

Relationship Between Payor Bank and its Customer

NRS 104.4401         When bank may charge customer’s account.

NRS 104.4402         Bank’s liability to customer for wrongful dishonor; time of determining insufficiency of account.

NRS 104.4403         Customer’s right to stop payment; burden of proof of loss.

NRS 104.4404         Bank not obligated to pay check more than 6 months old.

NRS 104.4405         Death or incompetence of customer.

NRS 104.4406         Customer’s duty to discover or report unauthorized signature or alteration.

NRS 104.4407         Payor bank’s right to subrogation on improper payment.

Part 5

Collection of Documentary Drafts

NRS 104.4501         Handling of documentary drafts; duty to send for presentment and to notify customer of dishonor.

NRS 104.4502         Presentment of “on arrival” drafts.

NRS 104.4503         Responsibility of presenting bank for documents and goods; report of reasons for dishonor; referee in case of need.

NRS 104.4504         Privilege of presenting bank to deal with goods; security interest for expenses.

ARTICLE 5

LETTERS OF CREDIT

NRS 104.5101         Short title.

NRS 104.5102         Definitions.

NRS 104.5103         Scope.

NRS 104.5104         Formal requirements.

NRS 104.5105         Consideration.

NRS 104.5106         Issuance, amendment, cancellation and duration.

NRS 104.5107         Confirmer, nominated person and adviser.

NRS 104.5108         Issuer’s rights and obligations.

NRS 104.5109         Fraud and forgery.

NRS 104.5110         Warranties.

NRS 104.5111         Remedies.

NRS 104.5112         Transfer of letter of credit.

NRS 104.5113         Transfer by operation of law.

NRS 104.5114         Assignment of proceeds.

NRS 104.5115         Statute of limitations.

NRS 104.5116         Choice of law and forum.

NRS 104.5117         Subrogation of issuer, applicant and nominated person.

NRS 104.5118         Security interest of issuer or nominated person.

ARTICLE 7

WAREHOUSE RECEIPTS, BILLS OF LADING AND OTHER DOCUMENTS OF TITLE

Part 1

General

NRS 104.7101         Short title.

NRS 104.7102         Definitions and index of definitions.

NRS 104.7103         Relation of Article to treaty or statute.

NRS 104.7104         Negotiable and nonnegotiable document of title.

NRS 104.7105         Reissuance in alternative medium.

NRS 104.7106         Control of electronic document of title.

Part 2

Warehouse Receipts: Special Provisions

NRS 104.7201         Person that may issue warehouse receipt; storage under bond.

NRS 104.7202         Form of warehouse receipt; effect of omission.

NRS 104.7203         Liability for nonreceipt or misdescription.

NRS 104.7204         Duty of care; contractual limitation of warehouse’s liability.

NRS 104.7205         Title under warehouse receipt defeated in certain cases.

NRS 104.7206         Termination of storage at warehouse’s option.

NRS 104.7207         Goods must be kept separate; fungible goods.

NRS 104.7208         Altered warehouse receipts.

NRS 104.7209         Lien of warehouse.

NRS 104.7210         Enforcement of warehouse’s lien.

Part 3

Bills of Lading: Special Provisions

NRS 104.7301         Liability for nonreceipt or misdescription; “said to contain”; “shipper’s weight, load and count”; improper handling.

NRS 104.7302         Through bills of lading and similar documents of title.

NRS 104.7303         Diversion; reconsignment; change of instructions.

NRS 104.7304         Tangible bills of lading in set.

NRS 104.7305         Destination bills.

NRS 104.7306         Altered bills of lading.

NRS 104.7307         Lien of carrier.

NRS 104.7308         Enforcement of carrier’s lien.

NRS 104.7309         Duty of care; contractual limitation of carrier’s liability.

Part 4

Warehouse Receipts and Bills of Lading: General Obligations

NRS 104.7401         Irregularities in issue of receipt or bill or conduct of issuer.

NRS 104.7402         Duplicate document of title; overissue.

NRS 104.7403         Obligation of bailee to deliver; excuse.

NRS 104.7404         No liability for good-faith delivery pursuant to document of title.

Part 5

Warehouse Receipts and Bills of Lading: Negotiation and Transfers

NRS 104.7501         Form of negotiation and requirements of due negotiation.

NRS 104.7502         Rights acquired by due negotiation.

NRS 104.7503         Document of title to goods defeated in certain cases.

NRS 104.7504         Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery.

NRS 104.7505         Endorser not guarantor for other parties.

NRS 104.7506         Delivery without endorsement; right to compel endorsement.

NRS 104.7507         Warranties on negotiation or delivery of document of title.

NRS 104.7508         Warranties of collecting bank as to documents of title.

NRS 104.7509         Adequate compliance with commercial contract.

Part 6

Warehouse Receipts and Bills of Lading: Miscellaneous Provisions

NRS 104.7601         Lost, stolen or destroyed documents of title.

NRS 104.7602         Judicial process against goods covered by negotiable document of title.

NRS 104.7603         Conflicting claims; interpleader.

ARTICLE 8

INVESTMENT SECURITIES

Part 1

Short Title and General Matters

NRS 104.8101         Short title.

NRS 104.8102         Definitions.

NRS 104.8103         Rules for determining whether certain obligations and interests are securities or financial assets.

NRS 104.8104         Acquisition of security or financial asset or interest therein.

NRS 104.8105         Notice of adverse claim.

NRS 104.8106         Control.

NRS 104.8107         Whether endorsement, instruction or entitlement order is effective.

NRS 104.8108         Warranties in direct holding.

NRS 104.8109         Warranties in indirect holding.

NRS 104.8110         Applicability; choice of law.

NRS 104.8111         Rules of clearing corporation.

NRS 104.8112         Creditor’s legal process.

NRS 104.8113         Statute of frauds inapplicable.

NRS 104.8114         Evidentiary rules concerning certificated securities.

NRS 104.8115         Securities intermediary and others not liable to adverse claimant.

NRS 104.8116         Securities intermediary as purchaser for value.

Part 2

Issue and Issuer

NRS 104.8201         “Issuer.”

NRS 104.8202         Issuer’s responsibility and defenses; notice of defect or defense.

NRS 104.8203         Staleness as notice of defect or defense.

NRS 104.8204         Effect of issuer’s restriction on transfer.

NRS 104.8205         Effect of unauthorized signature on security certificate.

NRS 104.8206         Completion or alteration of security certificate.

NRS 104.8207         Rights and duties of issuer with respect to registered owners.

NRS 104.8208         Effect of signature of authenticating trustee, registrar or transfer agent.

NRS 104.8209         Issuer’s lien.

NRS 104.8210         Overissue.

Part 3

Transfer of Certificated and Uncertificated Securities

NRS 104.8301         Delivery.

NRS 104.8302         Rights of purchaser.

NRS 104.8303         Protected purchaser.

NRS 104.8304         Endorsement.

NRS 104.8305         Instruction.

NRS 104.8306         Effect of guaranteeing signature, endorsement or instruction.

NRS 104.8307         Purchaser’s right to requisites for registration of transfer.

Part 4

Registration

NRS 104.8401         Duty of issuer to register transfer.

NRS 104.8402         Assurance that endorsement or instruction is effective.

NRS 104.8403         Demand that issuer not register transfer.

NRS 104.8404         Wrongful registration.

NRS 104.8405         Replacement of lost, destroyed or wrongfully taken security certificate.

NRS 104.8406         Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate.

NRS 104.8407         Authenticating trustee, transfer agent and registrar.

Part 5

Security Entitlements

NRS 104.8501         Securities account; acquisition of security entitlement from securities intermediary.

NRS 104.8502         Assertion of adverse claim against entitlement holder.

NRS 104.8503         Property interest of entitlement holder in financial asset held by securities intermediary.

NRS 104.8504         Duty of securities intermediary to maintain financial asset.

NRS 104.8505         Duty of securities intermediary with respect to payments and distributions.

NRS 104.8506         Duty of securities intermediary to exercise rights as directed by entitlement holder.

NRS 104.8507         Duty of securities intermediary to comply with entitlement order.

NRS 104.8508         Duty of securities intermediary to change entitlement holder’s position to other form of security holding.

NRS 104.8509         Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder.

NRS 104.8510         Rights of purchaser of security entitlement from entitlement holder.

NRS 104.8511         Priority among security interests and entitlement holders.

ARTICLE 9

SECURED TRANSACTIONS

Part 1

General Provisions

NRS 104.9101         Short title.

NRS 104.9102         Definitions and index of definitions.

NRS 104.9103         Purchase-money security interest: Circumstances of existence; applicability of payments; burden of establishing.

NRS 104.9104         Control of deposit account.

NRS 104.9105         Control of electronic chattel paper; employment of system for evidencing transfer of interests in chattel paper.

NRS 104.9106         Control of investment property.

NRS 104.9107         Control of letter-of-credit right.

NRS 104.9108         Sufficiency of descriptions.

NRS 104.9109         Scope of applicability.

NRS 104.9110         Applicability to security interests arising under Article 2 or 2A.

Part 2

Effectiveness of Security Agreement; Attachment of Security Interest; Rights of Parties to Security Agreement

NRS 104.9201         General effectiveness of security agreement.

NRS 104.9202         Title to collateral immaterial.

NRS 104.9203         Attachment and enforceability of security interest; proceeds; formal requisites; supporting obligations.

NRS 104.9204         After-acquired property; future advances.

NRS 104.9205         Use or disposition of collateral permissible.

NRS 104.9206         Security interest arising in purchase or delivery of financial asset.

NRS 104.9207         Rights and duties of secured party having possession or control of collateral.

NRS 104.9208         Additional duties of secured party having control of collateral.

NRS 104.9209         Duties of secured party if account debtor has been notified of assignment.

NRS 104.9210         Request for accounting; request regarding list of collateral or statement of account.

Part 3

Perfection and Priority

NRS 104.9301         Determination of law governing perfection and priority of security interests.

NRS 104.9302         Determination of law governing perfection and priority of agricultural liens.

NRS 104.9303         Determination of law governing perfection and priority of security interests in goods covered by certificate of title.

NRS 104.9304         Determination of law governing perfection and priority of security interests in deposit accounts.

NRS 104.9305         Determination of law governing perfection and priority of security interests in investment property.

NRS 104.9306         Determination of law governing perfection and priority of security interests in letter-of-credit rights.

NRS 104.9307         Location of debtor.

NRS 104.9308         When security interest or agricultural lien is perfected; continuity of perfection.

NRS 104.9309         Security interest perfected upon attachment.

NRS 104.9310         When filing required to perfect security interest or agricultural lien; security interests and agricultural liens to which filing provisions do not apply.

NRS 104.9311         Perfection of security interests in property subject to certain statutes, regulations and treaties.

NRS 104.9312         Perfection of security interests in chattel paper, deposit accounts, documents, goods covered by documents, instruments, investment property, letter-of-credit rights and money; perfection by permissive filing; temporary perfection without filing or transfer of possession.

NRS 104.9313         When possession by or delivery to secured party perfects security interest without filing.

NRS 104.9314         Perfection by control.

NRS 104.9315         Secured party’s rights on disposition of collateral and in proceeds.

NRS 104.9316         Continued perfection of security interest following change in governing law.

NRS 104.9317         Interests that take priority over or take free of unperfected security interest or agricultural lien.

NRS 104.9318         No interest retained in right to payment that is sold; rights and title of seller of account or chattel paper with respect to creditors and purchasers.

NRS 104.9319         Rights and title of consignee with respect to creditors and purchasers.

NRS 104.9320         Protection of certain buyers of goods.

NRS 104.9321         Protection of licensee of general intangible and lessee of goods in ordinary course of business.

NRS 104.9322         Priorities among conflicting security interests in and agricultural liens on same collateral.

NRS 104.9323         Future advances.

NRS 104.9324         Priority of purchase-money security interests.

NRS 104.9325         Priority of security interests in transferred collateral.

NRS 104.9326         Priority of security interests created by new debtor.

NRS 104.9327         Priority among conflicting security interests in same deposit account.

NRS 104.9328         Priority among conflicting security interests in same investment property.

NRS 104.9329         Priority among conflicting security interests in same letter-of-credit right.

NRS 104.9330         Priority of purchaser of chattel paper or instrument.

NRS 104.9331         Priority of rights of purchasers of instruments, documents and securities under other articles; priority of interests in financial assets and security entitlements under article 8.

NRS 104.9332         Effect of transfer of money; effect of transfer of funds from deposit account.

NRS 104.9333         Priority of certain possessory liens arising by operation of law.

NRS 104.9334         Priority of security interests in fixtures and crops.

NRS 104.9335         Accessions.

NRS 104.9336         Commingled goods.

NRS 104.9337         Priority of security interests in goods covered by certificate of title.

NRS 104.9338         Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information.

NRS 104.9339         Priority subject to subordination by agreement.

NRS 104.9340         Effectiveness of right of recoupment or setoff against deposit account.

NRS 104.9341         Bank’s rights and duties with respect to deposit account.

NRS 104.9342         Bank’s right to refuse to enter into or disclose existence of control agreement.

Part 4

Rights of Third Parties

NRS 104.9401         Alienability of debtor’s rights.

NRS 104.9402         Secured party not obligated in contract of debtor or in tort.

NRS 104.9403         Agreement not to assert defenses against assignee.

NRS 104.9404         Rights acquired by assignee; claims and defenses against assignee.

NRS 104.9405         Modification of or substitution for assigned contract.

NRS 104.9406         Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles and promissory notes ineffective.

NRS 104.9407         Restrictions on assignment, transfer, creation or enforcement of security interest in leasehold interest or in lessor’s residual interest.

NRS 104.9408         Restrictions on assignment or transfer of promissory notes, health-care insurance receivables and certain general intangibles ineffective.

NRS 104.9409         Restrictions on assignment of letter-of-credit rights ineffective.

Part 5

Filing

NRS 104.9501         Filing office.

NRS 104.9502         Contents of financing statement; record of mortgage as financing statement; time of filing financing statement.

NRS 104.9503         Name of debtor and secured party provided in financing statement.

NRS 104.9504         Indication of collateral in financing statement.

NRS 104.9505         Filing of financing statement in compliance with other statutes and treaties for consignments, leases, other bailments and other transactions.

NRS 104.9506         Effect of errors or omissions in financing statement.

NRS 104.9507         Effect of certain events on effectiveness of financing statement.

NRS 104.9508         Effectiveness of financing statement if new debtor becomes bound by security agreement.

NRS 104.9509         Persons entitled to file record.

NRS 104.9510         Effectiveness of filed record.

NRS 104.9511         Secured party of record.

NRS 104.9512         Amendment of financing statement.

NRS 104.9513         Termination statement.

NRS 104.9514         Assignment of certain powers of secured party of record.

NRS 104.9515         Duration and effectiveness of financing statement; effect of lapsed financing statement.

NRS 104.9516         What constitutes filing; effectiveness of filing.

NRS 104.9517         Effect of indexing errors.

NRS 104.9518         Claim concerning inaccurate record, wrongfully filed record or record filed by person not entitled to do so: Filing of information statement.

NRS 104.9519         Numbering, maintaining and indexing records; communicating information provided in records.

NRS 104.9520         Acceptance and refusal to accept record.

NRS 104.9521         Acceptance of certain written records including initial financing statements by filing office; format of written records.

NRS 104.9522         Maintenance and destruction of records.

NRS 104.9523         Information from filing office; sale or license of records.

NRS 104.9524         Excused delay by filing office.

NRS 104.9525         Fees.

NRS 104.9526         Filing-office rules.

NRS 104.9527         Duty of Secretary of State to report.

Part 6

Default

NRS 104.9601         Rights after default; judicial enforcement; effect on consignor or buyer of accounts, chattel paper, payment intangibles or promissory notes.

NRS 104.9602         Waiver and variance of rights and duties of debtor and obligor.

NRS 104.9603         Agreement on standards concerning rights and duties of parties.

NRS 104.9604         Procedure if security agreement covers real property or fixtures.

NRS 104.9605         Duty to unknown debtor or secondary obligor.

NRS 104.9606         Time of default for agricultural lien.

NRS 104.9607         Collection and enforcement by secured party.

NRS 104.9608         Application of proceeds of collection or enforcement; liability for deficiency and right to surplus.

NRS 104.9609         Secured party’s right to take possession or dispose of collateral after default.

NRS 104.9610         Disposition of collateral after default.

NRS 104.9611         Notification before disposition of collateral.

NRS 104.9612         Timeliness of notification before disposition of collateral.

NRS 104.9613         Contents and form of notification before disposition of collateral: General.

NRS 104.9614         Contents and form of notification before disposition of collateral: Consumer-goods transaction.

NRS 104.9615         Application of proceeds of disposition; liability for deficiency and right to surplus.

NRS 104.9616         Explanation of calculation of surplus or deficiency.

NRS 104.9617         Effect of disposition of collateral by secured party after default; rights of transferee regarding collateral.

NRS 104.9618         Rights and duties of certain secondary obligors.

NRS 104.9619         Transfer of record or legal title.

NRS 104.9620         Acceptance of collateral in full or partial satisfaction of obligation; compulsory disposition of collateral.

NRS 104.9621         Notification of proposal to accept collateral in satisfaction of obligation.

NRS 104.9622         Effect of acceptance of collateral in satisfaction of obligation.

NRS 104.9623         Redemption of collateral.

NRS 104.9624         Waiver of right to notification of disposition of collateral; waiver of right to redeem collateral.

NRS 104.9625         Remedies for secured party’s failure to comply with article.

NRS 104.9626         Action in which deficiency or surplus is in issue.

NRS 104.9627         Determination of whether conduct was commercially reasonable.

NRS 104.9628         Nonliability and limitation on liability of secured party; liability of secondary obligor.

Part 7

Transitional Provisions Regarding 2001 Amendments

NRS 104.9702         Applicability of amendatory provisions to preexisting transactions, liens, actions, cases and proceedings.

NRS 104.9703         Security interest perfected before July 1, 2001.

NRS 104.9704         Security interest unperfected before July 1, 2001.

NRS 104.9705         Effectiveness of action taken before July 1, 2001.

NRS 104.9706         When initial financing statement suffices to continue effectiveness of financing statement filed before July 1, 2001.

NRS 104.9707         Persons entitled to file initial financing statement or continuation statement.

NRS 104.9708         Determination of priority of conflicting claims to collateral.

NRS 104.9709         Effectiveness, amendment and termination of financing statement filed before July 1, 2001.

Part 8

Transitional Provisions Regarding 2013 Amendments

NRS 104.9710         Applicability of amendatory provisions to preexisting transactions, liens, actions, cases and proceedings.

NRS 104.9711         Security interest perfected before July 1, 2013.

NRS 104.9712         Security interest unperfected before July 1, 2013.

NRS 104.9713         Effectiveness of action taken before July 1, 2013.

NRS 104.9714         When initial financing statement suffices to continue effectiveness of financing statement filed before July 1, 2013.

NRS 104.9715         Effectiveness, amendment and termination of financing statement filed before July 1, 2013.

NRS 104.9716         Persons entitled to file initial financing statement or continuation statement.

NRS 104.9717         Determination of priority of conflicting claims to collateral.

_________

 

ARTICLE 1

GENERAL PROVISIONS

Part 1

Short Titles, Scope, Construction, Severability and Electronic Signatures and Delivery

      NRS 104.1101  Short titles.

      1.  This chapter, together with chapter 104A of NRS, may be cited as the Uniform Commercial Code.

      2.  This Article may be cited as the Uniform Commercial Code—General Provisions.

      (Added to NRS by 2005, 824)

      NRS 104.1102  Scope of Article 1.  This Article applies to a transaction to the extent that it is governed by another Article of the Uniform Commercial Code.

      (Added to NRS by 2005, 824)

      NRS 104.1103  Construction of Uniform Commercial Code to promote underlying purposes and policies; applicability of supplemental principles of law.

      1.  The Uniform Commercial Code must be liberally construed and applied to promote its underlying purposes and policies, which are:

      (a) To simplify, clarify and modernize the law governing commercial transactions;

      (b) To permit the continued expansion of commercial practices through custom, usage and agreement of the parties; and

      (c) To make uniform the law among the various jurisdictions.

      2.  Unless displaced by the particular provisions of the Uniform Commercial Code, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, and other validating or invalidating cause supplement its provisions.

      (Added to NRS by 2005, 824)

      NRS 104.1104  Construction against implied repeal.  The Uniform Commercial Code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.

      (Added to NRS by 2005, 825)

      NRS 104.1105  Severability.  If any provision or clause of the Uniform Commercial Code or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the Uniform Commercial Code which can be given effect without the invalid provision or application, and to this end the provisions of the Uniform Commercial Code are severable.

      (Added to NRS by 2005, 825)

      NRS 104.1106  Use of singular and plural; gender.  In the Uniform Commercial Code, unless the statutory context otherwise requires:

      1.  Words in the singular number include the plural, and those in the plural include the singular; and

      2.  Words of any gender also refer to any other gender.

      (Added to NRS by 2005, 825)

      NRS 104.1108  Relation to Electronic Signatures in Global and National Commerce Act.  This Article modifies, limits and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., but does not modify, limit or supersede Section 101(c) of that act, 15 U.S.C. § 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. § 7003(b).

      (Added to NRS by 2005, 825)

Part 2

General Definitions and Principles of Interpretation

      NRS 104.1201  General definitions.

      1.  Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other Articles of the Uniform Commercial Code that apply to particular Articles or parts thereof, have the meanings stated.

      2.  Subject to definitions contained in other Articles of the Uniform Commercial Code that apply to particular Articles or parts thereof:

      (a) “Action,” in the sense of a judicial proceeding, includes recoupment, counterclaim, set off, suit in equity and any other proceeding in which rights are determined.

      (b) “Aggrieved party” means a party entitled to pursue a remedy.

      (c) “Agreement,” as distinguished from “contract,” means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in NRS 104.1303.

      (d) “Bank” means a person engaged in the business of banking and includes a savings bank, savings and loan association, credit union and trust company.

      (e) “Bearer” means a person in control of a negotiable electronic document of title or a person in possession of a negotiable instrument, negotiable tangible document of title or certificated security that is payable to bearer or endorsed in blank.

      (f) “Bill of lading” means a document of title evidencing the receipt of goods for shipment issued by a person engaged in the business of directly or indirectly transporting or forwarding goods. The term does not include a warehouse receipt.

      (g) “Branch” includes a separately incorporated foreign branch of a bank.

      (h) “Burden of establishing” a fact means the burden of persuading the trier of fact that the existence of the fact is more probable than its nonexistence.

      (i) “Buyer in ordinary course of business” means a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods, and in the ordinary course from a person, other than a pawnbroker, in the business of selling goods of that kind. A person buys goods in the ordinary course if the sale to the person comports with the usual or customary practices in the kind of business in which the seller is engaged or with the seller’s own usual or customary practices. A person that sells oil, gas or other minerals at the wellhead or minehead is a person in the business of selling goods of that kind. A buyer in ordinary course of business may buy for cash, by exchange of other property, or on secured or unsecured credit, and may acquire goods or documents of title under a preexisting contract for sale. Only a buyer that takes possession of the goods or has a right to recover the goods from the seller under Article 2 may be a buyer in ordinary course of business. “Buyer in ordinary course of business” does not include a person that acquires goods in a transfer in bulk or as security for or in total or partial satisfaction of a money debt.

      (j) “Conspicuous,” with reference to a term, means so written, displayed or presented that a reasonable person against which it is to operate ought to have noticed it. Whether a term is “conspicuous” or not is a decision for the court. Conspicuous terms include the following:

             (1) A heading in capitals equal to or greater in size than the surrounding text, or in contrasting type, font or color to the surrounding text of the same or lesser size; and

             (2) Language in the body of a record or display in larger type than the surrounding text, or in contrasting type, font or color to the surrounding text of the same size, or set off from surrounding text of the same size by symbols or other marks that call attention to the language.

      (k) “Consumer” means a natural person who enters into a transaction primarily for personal, family or household purposes.

      (l) “Contract,” as distinguished from “agreement,” means the total legal obligation that results from the parties’ agreement as determined by the Uniform Commercial Code as supplemented by any other applicable laws.

      (m) “Creditor” includes a general creditor, a secured creditor, a lien creditor and any representative of creditors, including an assignee for the benefit of creditors, a trustee in bankruptcy, a receiver in equity, and an executor or administrator of an insolvent debtor’s or assignor’s estate.

      (n) “Defendant” includes a person in the position of defendant in a counterclaim, cross-claim or third-party claim.

      (o) “Delivery,” with respect to an electronic document of title means voluntary transfer of control and with respect to an instrument, a tangible document of title or chattel paper, means voluntary transfer of possession.

      (p) “Document of title” means a record:

             (1) That in the regular course of business or financing is treated as adequately evidencing that the person in possession or control of the record is entitled to receive, control, hold and dispose of the record and the goods the record covers; and

             (2) That purports to be issued by or addressed to a bailee and to cover goods in the bailee’s possession which are either identified or are fungible portions of an identified mass.

Ê The term includes a bill of lading, transport document, dock warrant, dock receipt, warehouse receipt and order for delivery of goods. An electronic document of title means a document of title evidenced by a record consisting of information stored in an electronic medium. A tangible document of title means a document of title evidenced by a record consisting of information that is inscribed on a tangible medium.

      (q) “Fault” means a default, breach or wrongful act or omission.

      (r) “Fungible goods” means:

             (1) Goods of which any unit, by nature or usage of trade, is the equivalent of any other like unit; or

             (2) Goods that by agreement are treated as equivalent.

      (s) “Genuine” means free of forgery or counterfeiting.

      (t) “Good faith,” except as otherwise provided in Article 5, means honesty in fact and the observance of reasonable commercial standards of fair dealing.

      (u) “Holder” means:

             (1) The person in possession of a negotiable instrument that is payable either to bearer or to an identified person that is the person in possession;

             (2) The person in possession of a negotiable tangible document of title if the goods are deliverable either to bearer or to the order of the person in possession; or

             (3) The person in control of a negotiable electronic document of title.

      (v) “Insolvency proceeding” includes an assignment for the benefit of creditors or other proceeding intended to liquidate or rehabilitate the estate of the person involved.

      (w) “Insolvent” means:

             (1) Having generally ceased to pay debts in the ordinary course of business other than as a result of bona fide dispute;

             (2) Being unable to pay debts as they become due; or

             (3) Being insolvent within the meaning of federal bankruptcy law.

      (x) “Money” means a medium of exchange currently authorized or adopted by a domestic or foreign government. The term includes a monetary unit of account established by an intergovernmental organization or by agreement between two or more countries.

      (y) “Organization” means a person other than a natural person.

      (z) “Party,” as distinguished from “third party,” means a person that has engaged in a transaction or made an agreement subject to the Uniform Commercial Code.

      (aa) “Person” means a natural person, corporation, business trust, estate, trust, partnership, limited-liability company, association, joint venture, government, governmental subdivision, agency or instrumentality, public corporation, or any other legal or commercial entity.

      (bb) “Present value” means the amount as of a date certain of one or more sums payable in the future, discounted to the date certain by use of either an interest rate specified by the parties if that rate is not manifestly unreasonable at the time the transaction is entered into or, if an interest rate is not so specified, a commercially reasonable rate that takes into account the facts and circumstances at the time the transaction is entered into.

      (cc) “Purchase” means taking by sale, lease, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift or any other voluntary transaction creating an interest in property.

      (dd) “Purchaser” means a person that takes by purchase.

      (ee) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

      (ff) “Remedy” means any remedial right to which an aggrieved party is entitled with or without resort to a tribunal.

      (gg) “Representative” means a person empowered to act for another, including an agent, an officer of a corporation or association, and a trustee, executor or administrator of an estate.

      (hh) “Right” includes remedy.

      (ii) “Security interest” means an interest in personal property or fixtures which secures payment or performance of an obligation. “Security interest” includes any interest of a consignor and a buyer of accounts, chattel paper, a payment intangible or a promissory note in a transaction that is subject to Article 9. “Security interest” does not include the special property interest of a buyer of goods on identification of those goods to a contract for sale under NRS 104.2401, but a buyer may also acquire a “security interest” by complying with Article 9. Except as otherwise provided in NRS 104.2505, the right of a seller or lessor of goods under Article 2 or 2A to retain or acquire possession of the goods is not a “security interest,” but a seller or lessor may also acquire a “security interest” by complying with Article 9. The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer under NRS 104.2401 is limited in effect to a reservation of a “security interest.” Whether a transaction in the form of a lease creates a “security interest” is determined pursuant to NRS 104.1203.

      (jj) “Send” in connection with a writing, record or notice means:

             (1) To deposit in the mail or deliver for transmission by any other usual means of communication with postage or cost of transmission provided for and properly addressed and, in the case of an instrument, to an address specified thereon or otherwise agreed, or if there be none to any address reasonable under the circumstances; or

             (2) In any other way to cause to be received any record or notice within the time it would have arrived if properly sent.

      (kk) “Signed” includes using any symbol executed or adopted with present intention to adopt or accept a writing.

      (ll) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

      (mm) “Surety” includes a guarantor or other secondary obligor.

      (nn) “Term” means a portion of an agreement that relates to a particular matter.

      (oo) “Unauthorized signature” means a signature made without actual, implied or apparent authority. The term includes a forgery.

      (pp) “Warehouse receipt” means a document of title issued by a person engaged in the business of storing goods for hire.

      (qq) “Writing” includes printing, typewriting or any other intentional reduction to tangible form. “Written” has a corresponding meaning.

      (Added to NRS by 2005, 825)

      NRS 104.1202  Notice; knowledge.

      1.  Subject to subsection 6, a person has “notice” of a fact if the person:

      (a) Has actual knowledge of it;

      (b) Has received a notice or notification of it; or

      (c) From all the facts and circumstances known to the person at the time in question, has reason to know that it exists.

      2.  “Knowledge” means actual knowledge. “Knows” has a corresponding meaning.

      3.  “Discover,” “learn” or words of similar import refer to knowledge rather than to reason to know.

      4.  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.

      5.  Subject to subsection 6, a person “receives” a notice or notification when:

      (a) It comes to that person’s attention; or

      (b) 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.

      6.  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 natural person conducting that transaction and, in any event, from the time it would have been brought to the natural person’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 a natural person acting for the organization to communicate information unless the communication is part of the natural person’s regular duties or the natural person has reason to know of the transaction and that the transaction would be materially affected by the information.

      (Added to NRS by 2005, 829)

      NRS 104.1203  Lease distinguished from security interest.

      1.  Whether a transaction in the form of a lease creates a lease or security interest is determined by the facts of each case.

      2.  A transaction in the form of a lease creates a security interest if the consideration that the lessee is to pay the lessor for the right to possession and use of the goods is an obligation for the term of the lease and is not subject to termination by the lessee, and:

      (a) The original term of the lease is equal to or greater than the remaining economic life of the goods;

      (b) The lessee is bound to renew the lease for the remaining economic life of the goods or is bound to become the owner of the goods;

      (c) The lessee has an option to renew the lease for the remaining economic life of the goods for no additional consideration or for nominal additional consideration upon compliance with the lease agreement; or

      (d) The lessee has an option to become the owner of the goods for no additional consideration or for nominal additional consideration upon compliance with the lease agreement.

      3.  A transaction in the form of a lease does not create a security interest merely because:

      (a) The present value of the consideration the lessee is obligated to pay the lessor for the right to possession and use of the goods is substantially equal to or is greater than the fair market value of the goods at the time the lease is entered into;

      (b) The lessee assumes risk of loss of the goods;

      (c) The lessee agrees to pay, with respect to the goods, taxes, insurance, filing, recording or registration fees, or service or maintenance costs;

      (d) The lessee has an option to renew the lease or to become the owner of the goods;

      (e) The lessee has an option to renew the lease for a fixed rent that is equal to or greater than the reasonably predictable fair market rent for the use of the goods for the term of the renewal at the time the option is to be performed; or

      (f) The lessee has an option to become the owner of the goods for a fixed price that is equal to or greater than the reasonably predictable fair market value of the goods at the time the option is to be performed.

      4.  Additional consideration is nominal if it is less than the lessee’s reasonably predictable cost of performing under the lease agreement if the option is not exercised. Additional consideration is not nominal if:

      (a) When the option to renew the lease is granted to the lessee, the rent is stated to be the fair market rent for the use of the goods for the term of the renewal determined at the time the option is to be performed; or

      (b) When the option to become the owner of the goods is granted to the lessee, the price is stated to be the fair market value of the goods determined at the time the option is to be performed.

      5.  The “remaining economic life of the goods” and “reasonably predictable” fair market rent, fair market value or cost of performing under the lease agreement must be determined with reference to the facts and circumstances at the time the transaction is entered into.

      (Added to NRS by 2005, 829)

      NRS 104.1204  Value.  Except as otherwise provided in Articles 3, 4, and 5, a person gives value for rights if the person acquires them:

      1.  In return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties in collection;

      2.  As security for, or in total or partial satisfaction of, a preexisting claim;

      3.  By accepting delivery under a preexisting contract for purchase; or

      4.  In return for any consideration sufficient to support a simple contract.

      (Added to NRS by 2005, 830)

      NRS 104.1205  Reasonable time; seasonableness.

      1.  Whether a time for taking an action required by the Uniform Commercial Code is reasonable depends on the nature, purpose and circumstances of the action.

      2.  An action is taken seasonably if it is taken at or within the time agreed or, if no time is agreed, at or within a reasonable time.

      (Added to NRS by 2005, 830)

      NRS 104.1206  Presumptions.  Whenever the Uniform Commercial Code creates a “presumption” with respect to a fact, or provides that a fact is “presumed,” the trier of fact must find the existence of the fact unless and until evidence is introduced that supports a finding of its nonexistence.

      (Added to NRS by 2005, 830)

Part 3

Territorial Applicability and General Rules

      NRS 104.1301  Territorial applicability; parties’ power to choose applicable law.

      1.  Except as otherwise provided in this section, when a transaction bears a reasonable relation to this State and also to another state or nation the parties may agree that the law either of this State or of such other state or nation shall govern their rights and duties.

      2.  In the absence of an agreement effective under subsection 1, and except as otherwise provided in subsection 3, the Uniform Commercial Code applies to transactions bearing an appropriate relation to this State.

      3.  If one of the following provisions of the Uniform Commercial Code specifies the applicable law, that provision governs and a contrary agreement is effective only to the extent permitted by the law so specified:

      (a) NRS 104.2402;

      (b) NRS 104.4102;

      (c) NRS 104.5116;

      (d) NRS 104.8110;

      (e) NRS 104.9301 to 104.9307, inclusive;

      (f) NRS 104A.2105 and 104A.2106; and

      (g) NRS 104A.4507.

      (Added to NRS by 2005, 831)

      NRS 104.1302  Variation by agreement.

      1.  Except as otherwise provided in subsection 2 or elsewhere in the Uniform Commercial Code, the effect of provisions of the Uniform Commercial Code may be varied by agreement.

      2.  The obligations of good faith, diligence, reasonableness and care prescribed by the Uniform Commercial Code may not be disclaimed by agreement. The parties, by agreement, may determine the standards by which the performance of those obligations is to be measured if those standards are not manifestly unreasonable. Whenever the Uniform Commercial Code requires an action to be taken within a reasonable time, a time that is not manifestly unreasonable may be fixed by agreement.

      3.  The presence in certain provisions of the Uniform Commercial Code of the phrase “unless otherwise agreed,” or words of similar import, does not imply that the effect of other provisions may not be varied by agreement under this section.

      (Added to NRS by 2005, 831)

      NRS 104.1303  Course of performance, course of dealing and usage of trade.

      1.  A “course of performance” is a sequence of conduct between the parties to a particular transaction that exists if:

      (a) The agreement of the parties with respect to the transaction involves repeated occasions for performance by a party; and

      (b) The other party, with knowledge of the nature of the performance and opportunity for objection to it, accepts the performance or acquiesces in it without objection.

      2.  A “course of dealing” is a sequence of conduct concerning previous transactions between the parties to a particular transaction that is fairly to be regarded as establishing a common basis of understanding for interpreting their expressions and other conduct.

      3.  A “usage of trade” is any practice or method of dealing having such regularity of observance in a place, vocation or trade as to justify an expectation that it will be observed with respect to the transaction in question. The existence and scope of such a usage must be proved as facts. If it is established that such a usage is embodied in a trade code or similar record, the interpretation of the record is a question of law.

      4.  A course of performance or course of dealing between the parties or usage of trade in the vocation or trade in which they are engaged or of which they are or should be aware is relevant in ascertaining the meaning of the parties’ agreement, may give particular meaning to specific terms of the agreement, and may supplement or qualify the terms of the agreement. A usage of trade applicable in the place in which part of the performance under the agreement is to occur may be so utilized as to that part of the performance.

      5.  Except as otherwise provided in subsection 6, the express terms of an agreement and any applicable course of performance, course of dealing or usage of trade must be construed whenever reasonable as consistent with each other. If such a construction is unreasonable:

      (a) Express terms prevail over course of performance, course of dealing and usage of trade;

      (b) Course of performance prevails over course of dealing and usage of trade; and

      (c) Course of dealing prevails over usage of trade.

      6.  Subject to NRS 104.2209, a course of performance is relevant to show a waiver or modification of any term inconsistent with the course of performance.

      7.  Evidence of a relevant usage of trade offered by one party is not admissible unless that party has given the other party notice that the court finds sufficient to prevent unfair surprise to the other party.

      (Added to NRS by 2005, 831)

      NRS 104.1304  Obligation of good faith.  Every contract or duty within the Uniform Commercial Code imposes an obligation of good faith in its performance and enforcement.

      (Added to NRS by 2005, 832)

      NRS 104.1305  Remedies to be liberally administered.

      1.  The remedies provided by the Uniform Commercial Code must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal damages may be had except as specifically provided in the Uniform Commercial Code or by other rule of law.

      2.  Any right or obligation declared by the Uniform Commercial Code is enforceable by action unless the provision declaring it specifies a different and limited effect.

      (Added to NRS by 2005, 832)

      NRS 104.1306  Waiver or renunciation of claim or right after breach.  A claim or right arising out of an alleged breach may be discharged in whole or in part without consideration by agreement of the aggrieved party in an authenticated record.

      (Added to NRS by 2005, 832)

      NRS 104.1307  Prima facie evidence by third-party documents.  A document in due form purporting to be a bill of lading, policy or certificate of insurance, official weigher’s or inspector’s certificate, consular invoice, or any other document authorized or required by the contract to be issued by a third party is prima facie evidence of its own authenticity and genuineness and of the facts stated in the document by the third party.

      (Added to NRS by 2005, 832)

      NRS 104.1308  Performance or acceptance under reservation of rights.

      1.  A party that with explicit reservation of rights performs or promises performance or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as “without prejudice,” “under protest,” or the like are sufficient.

      2.  Subsection 1 does not apply to an accord and satisfaction.

      (Added to NRS by 2005, 832)

      NRS 104.1309  Option to accelerate at will.  A term providing that one party or that party’s successor in interest may accelerate payment or performance or require collateral or additional collateral “at will” or when the party “deems itself insecure,” or words of similar import, means that the party has power to do so only if that party in good faith believes that the prospect of payment or performance is impaired. The burden of establishing lack of good faith is on the party against which the power has been exercised.

      (Added to NRS by 2005, 832)

      NRS 104.1310  Subordinated obligations.  An obligation may be issued as subordinated to performance of another obligation of the person obligated, or a creditor may subordinate its right to performance of an obligation by agreement with either the person obligated or another creditor of the person obligated. Subordination does not create a security interest as against either the common debtor or a subordinated creditor.

      (Added to NRS by 2005, 833)

ARTICLE 2

SALES

Part 1

Short Title, General Construction and Subject Matter

      NRS 104.2101  Short title.  This article shall be known and may be cited as Uniform Commercial Code—Sales.

      (Added to NRS by 1965, 784)

      NRS 104.2102  Scope; certain security and other transactions excluded from this article.  Unless the context otherwise requires, this article applies to transactions in goods; it does not apply to any transaction which although in the form of an unconditional contract to sell or present sales is intended to operate only as a security transaction nor does this article impair or repeal any statute regulating sales to consumers, farmers or other specified classes of buyers.

      (Added to NRS by 1965, 784)

      NRS 104.2103  Definitions and index of definitions.

      1.  In this Article unless the context otherwise requires:

      (a) “Buyer” means a person who buys or contracts to buy goods.

      (b) “Receipt” of goods means taking physical possession of them.

      (c) “Seller” means a person who sells or contracts to sell goods.

      2.  Other definitions applying to this Article or to specified parts thereof, and the sections in which they appear are:

 

“Acceptance.” NRS 104.2606.

“Banker’s credit.” NRS 104.2325.

“Between merchants.” NRS 104.2104.

“Cancellation.” Subsection 4 of NRS 104.2106.

“Commercial unit.” NRS 104.2105.

“Confirmed credit.” NRS 104.2325.

“Conforming to contract.” NRS 104.2106.

“Contract for sale.” NRS 104.2106.

“Cover.” NRS 104.2712.

“Entrusting.” NRS 104.2403.

“Financing agency.” NRS 104.2104.

“Future goods.” NRS 104.2105.

“Goods.” NRS 104.2105.

“Identification.” NRS 104.2501.

“Installment contract.” NRS 104.2612.

“Letter of credit.” NRS 104.2325.

“Lot.” NRS 104.2105.

“Merchant.” NRS 104.2104.

“Overseas.” NRS 104.2323.

“Person in position of seller.” NRS 104.2707.

“Present sale.” NRS 104.2106.

“Sale.” NRS 104.2106.

“Sale on approval.” NRS 104.2326.

“Sale or return.” NRS 104.2326.

“Termination.” NRS 104.2106.

 

      3.  “Control” as provided in NRS 104.7106 and the following definitions in other Articles apply to this Article:

 

“Check.” NRS 104.3104.

“Consignee.” NRS 104.7102.

“Consignor.” NRS 104.7102.

“Consumer goods.” NRS 104.9102.

“Draft.” NRS 104.3104.

 

      4.  In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.

      (Added to NRS by 1965, 784; A 1999, 372; 2005, 847)

      NRS 104.2104  Definitions: “Merchant”; “between merchants”; “financing agency.”

      1.  “Merchant” means a person who deals in goods of the kind or otherwise by his or her occupation holds himself or herself out as having knowledge or skill peculiar to the practices or goods involved in the transaction or to whom such knowledge or skill may be attributed by his or her employment of an agent or broker or other intermediary who by his or her occupation holds himself or herself out as having such knowledge or skill.

      2.  “Financing agency” means a bank, finance company or other person who in the ordinary course of business makes advances against goods or documents of title or who by arrangement with either the seller or the buyer intervenes in ordinary course to make or collect payment due or claimed under the contract for sale, as by purchasing or paying the seller’s draft or making advances against it or by merely taking it for collection whether or not documents of title accompany or are associated with the draft. “Financing agency” includes also a bank or other person who similarly intervenes between persons who are in the position of seller and buyer in respect to the goods (NRS 104.2707).

      3.  “Between merchants” means in any transaction with respect to which both parties are chargeable with the knowledge or skill of merchants.

      (Added to NRS by 1965, 785; A 2005, 848)

      NRS 104.2105  Definitions: Transferability; “goods”; “future” goods; “lot”; “commercial unit.”

      1.  “Goods” means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Article 8) and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty (NRS 104.2107).

      2.  Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are “future” goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.

      3.  There may be a sale of a part interest in existing identified goods.

      4.  An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight or other measure may to the extent of the seller’s interest in the bulk be sold to the buyer who then becomes an owner in common.

      5.  “Lot” means a parcel or a single Article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.

      6.  “Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single Article (as a machine) or a set of Articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross or carload) or any other unit treated in use or in the relevant market as a single whole.

      (Added to NRS by 1965, 785)

      NRS 104.2106  Definitions: “Contract”; “agreement”; “contract for sale”; “sale”; “present sale”; “conforming” to contract; “termination”; “cancellation.”

      1.  In this article unless the context otherwise requires “contract” and “agreement” are limited to those relating to the present or future sale of goods. “Contract for sale” includes both a present sale of goods and a contract to sell goods at a future time. A “sale” consists in the passing of title from the seller to the buyer for a price (NRS 104.2401). A “present sale” means a sale which is accomplished by the making of the contract.

      2.  Goods or conduct including any part of a performance are “conforming” or conform to the contract when they are in accordance with the obligations under the contract.

      3.  “Termination” occurs when either party pursuant to a power created by agreement or law puts an end to the contract otherwise than for its breach. On “termination” all obligations which are still executory on both sides are discharged but any right based on prior breach or performance survives.

      4.  “Cancellation” occurs when either party puts an end to the contract for breach by the other and its effect is the same as that of “termination” except that the cancelling party also retains any remedy for breach of the whole contract or any unperformed balance.

      (Added to NRS by 1965, 786)

      NRS 104.2107  Goods to be severed from realty: Recording.

      1.  A contract for the sale of minerals or the like (including oil and gas) or a structure or its materials to be removed from realty is a contract for the sale of goods within this article if they are to be severed by the seller but until severance a purported present sale thereof which is not effective as a transfer of an interest in land is effective only as a contract to sell.

      2.  A contract for the sale apart from the land of growing crops or other things attached to realty and capable of severance without material harm thereto but not described in subsection 1 or of timber to be cut is a contract for the sale of goods within this article whether the subject matter is to be severed by the buyer or by the seller even though it forms part of the realty at the time of contracting, and the parties can by identification effect a present sale before severance.

      3.  The provisions of this section are subject to any third party rights provided by the law relating to realty records, and the contract for sale may be executed and recorded as a document transferring an interest in land and shall then constitute notice to third parties of the buyer’s rights under the contract for sale.

      (Added to NRS by 1965, 786; A 1973, 933)

Part 2

Form, Formation and Readjustment of Contract

      NRS 104.2201  Formal requirements; statute of frauds.

      1.  Except as otherwise provided in this section a contract for the sale of goods for the price of $500 or more is not enforceable by way of action or defense unless there is some writing sufficient to indicate that a contract for sale has been made between the parties and signed by the party against whom enforcement is sought or by his or her authorized agent or broker. A writing is not insufficient because it omits or incorrectly states a term agreed upon but the contract is not enforceable under this subsection beyond the quantity of goods shown in such writing.

      2.  Between merchants if within a reasonable time a writing in confirmation of the contract and sufficient against the sender is received and the party receiving it has reason to know its contents, it satisfies the requirements of subsection 1 against such party unless written notice of objection to its contents is given within 10 days after it is received.

      3.  A contract which does not satisfy the requirements of subsection 1 but which is valid in other respects is enforceable:

      (a) If the goods are to be specially manufactured for the buyer and are not suitable for sale to others in the ordinary course of the seller’s business and the seller, before notice of repudiation is received and under circumstances which reasonably indicate that the goods are for the buyer, has made either a substantial beginning of their manufacture or commitments for their procurement; or

      (b) If the party against whom enforcement is sought admits in his or her pleading, testimony or otherwise in court that a contract for sale was made, but the contract is not enforceable under this provision beyond the quantity of goods admitted; or

      (c) With respect to goods for which payment has been made and accepted or which have been received and accepted (NRS 104.2606).

      (Added to NRS by 1965, 787)

      NRS 104.2202  Final written expression: Parol or extrinsic evidence.  Terms with respect to which the confirmatory memoranda of the parties agree or which are otherwise set forth in writing intended by the parties as a final expression of their agreement with respect to such terms as are included therein may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement but may be explained or supplemented:

      1.  By course of performance, course of dealing or usage of trade (NRS 104.1303); and

      2.  By evidence of consistent additional terms unless the court finds the writing to have been intended also as a complete and exclusive statement of the terms of the agreement.

      (Added to NRS by 1965, 787; A 2005, 849)

      NRS 104.2203  Seals inoperative.  The affixing of a seal to a writing evidencing a contract for sale or an offer to buy or sell goods does not constitute the writing a sealed instrument and the law with respect to sealed instruments does not apply to such contract or offer.

      (Added to NRS by 1965, 787)

      NRS 104.2204  Formation in general.

      1.  A contract for sale of goods may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of such a contract.

      2.  An agreement sufficient to constitute a contract for sale may be found even though the moment of its making is undetermined.

      3.  Even though one or more terms are left open a contract for sale does not fail for indefiniteness if the parties have intended to make a contract and there is a reasonably certain basis for giving an appropriate remedy.

      (Added to NRS by 1965, 788)

      NRS 104.2205  Firm offers.  An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed 3 months; but any such term of assurance on a form supplied by the offeree must be separately signed by the offeror.

      (Added to NRS by 1965, 788)

      NRS 104.2206  Offer and acceptance in formation of contract.

      1.  Unless otherwise unambiguously indicated by the language or circumstances:

      (a) An offer to make a contract shall be construed as inviting acceptance in any manner and by any medium reasonable in the circumstances.

      (b) An order or other offer to buy goods for prompt or current shipment shall be construed as inviting acceptance either by a prompt promise to ship or by the prompt or current shipment of conforming or nonconforming goods, but such a shipment of nonconforming goods does not constitute an acceptance if the seller seasonably notifies the buyer that the shipment is offered only as an accommodation to the buyer.

      2.  Where the beginning of a requested performance is a reasonable mode of acceptance an offeror who is not notified of acceptance within a reasonable time may treat the offer as having lapsed before acceptance.

      (Added to NRS by 1965, 788)

      NRS 104.2207  Additional terms in acceptance or confirmation.

      1.  A definite and seasonable expression of acceptance or a written confirmation which is sent within a reasonable time operates as an acceptance even though it states terms additional to or different from those offered or agreed upon, unless acceptance is expressly made conditional on assent to the additional or different terms.

      2.  The additional terms are to be construed as proposals for addition to the contract. Between merchants such terms become part of the contract unless:

      (a) The offer expressly limits acceptance to the terms of the offer;

      (b) They materially alter it; or

      (c) Notification of objection to them has already been given or is given within a reasonable time after notice of them is received.

      3.  Conduct by both parties which recognizes the existence of a contract is sufficient to establish a contract for sale although the writings of the parties do not otherwise establish a contract. In such case the terms of the particular contract consist of those terms on which the writings of the parties agree, together with any supplementary terms incorporated under any other provisions of this chapter.

      (Added to NRS by 1965, 788)

      NRS 104.2209  Modification, rescission and waiver.

      1.  An agreement modifying a contract within this Article needs no consideration to be binding.

      2.  A signed agreement which excludes modification or rescission except by a signed writing cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.

      3.  The requirements of the statute of frauds section of this Article (NRS 104.2201) must be satisfied if the contract as modified is within its provisions.

      4.  Although an attempt at modification or rescission does not satisfy the requirements of subsection 2 or 3 it can operate as a waiver.

      5.  A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.

      (Added to NRS by 1965, 789)

      NRS 104.2210  Delegation of performance; assignment of rights.

      1.  A party may perform his or her duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his or her original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.

      2.  Except as otherwise provided in NRS 104.9406, unless otherwise agreed, all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on the seller or buyer by his or her contract, or impair materially his or her chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor’s due performance of his or her entire obligation can be assigned despite agreement otherwise.

      3.  Unless the circumstances indicate the contrary a prohibition of assignment of “the contract” is to be construed as barring only the delegation to the assignee of the assignor’s performance.

      4.  An assignment of “the contract” or of “all my rights under the contract” or an assignment in similar general terms is an assignment of rights and unless the language or the circumstances (as in an assignment for security) indicate the contrary, it is a delegation of performance of the duties of the assignor and its acceptance by the assignee constitutes a promise by the assignee to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.

      5.  The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his or her rights against the assignor demand assurances from the assignee (NRS 104.2609).

      (Added to NRS by 1965, 789; A 1999, 373)

Part 3

General Obligation and Construction of Contract

      NRS 104.2301  General obligations of parties.  The obligation of the seller is to transfer and deliver and that of the buyer is to accept and pay in accordance with the contract.

      (Added to NRS by 1965, 790)

      NRS 104.2302  Unconscionable contract or clause.

      1.  If the court as a matter of law finds the contract or any clause of the contract to have been unconscionable at the time it was made the court may refuse to enforce the contract, or it may enforce the remainder of the contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.

      2.  When it is claimed or appears to the court that the contract or any clause thereof may be unconscionable the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose and effect to aid the court in making the determination.

      (Added to NRS by 1965, 790)

      NRS 104.2303  Allocation or division of risks.  Where this article allocates a risk or a burden as between the parties “unless otherwise agreed,” the agreement may not only shift the allocation but may also divide the risk or burden.

      (Added to NRS by 1965, 790)

      NRS 104.2304  Price payable in money, goods, realty or otherwise.

      1.  The price can be made payable in money or otherwise. If it is payable in whole or in part in goods each party is a seller of the goods which the party is to transfer.

      2.  Even though all or part of the price is payable in an interest in realty the transfer of the goods and the seller’s obligations with reference to them are subject to this Article, but not the transfer of the interest in realty or the transferor’s obligations in connection therewith.

      (Added to NRS by 1965, 790)

      NRS 104.2305  Open price term.

      1.  The parties if they so intend can conclude a contract for sale even though the price is not settled. In such a case the price is a reasonable price at the time for delivery if:

      (a) Nothing is said as to price; or

      (b) The price is left to be agreed by the parties and they fail to agree; or

      (c) The price is to be fixed in terms of some agreed market or other standard as set or recorded by a third person or agency and it is not so set or recorded.

      2.  A price to be fixed by the seller or by the buyer means a price for the seller or the buyer to fix in good faith.

      3.  When a price left to be fixed otherwise than by agreement of the parties fails to be fixed through fault of one party the other may at his or her option treat the contract as cancelled or himself or herself fix a reasonable price.

      4.  Where, however, the parties intend not to be bound unless the price be fixed or agreed and it is not fixed or agreed there is no contract. In such a case the buyer must return any goods already received or if unable so to do must pay their reasonable value at the time of delivery and the seller must return any portion of the price paid on account.

      (Added to NRS by 1965, 790)

      NRS 104.2306  Output, requirements and exclusive dealings.

      1.  A term which measures the quantity by the output of the seller or the requirements of the buyer means such actual output or requirements as may occur in good faith, except that no quantity unreasonably disproportionate to any stated estimate or in the absence of a stated estimate to any normal or otherwise comparable prior output or requirements may be tendered or demanded.

      2.  A lawful agreement by either the seller or the buyer for exclusive dealing in the kind of goods concerned imposes unless otherwise agreed an obligation by the seller to use best efforts to supply the goods and by the buyer to use best efforts to promote their sale.

      (Added to NRS by 1965, 791)

      NRS 104.2307  Delivery in single lot or several lots.  Unless otherwise agreed all goods called for by a contract for sale must be tendered in a single delivery and payment is due only on such tender but where the circumstances give either party the right to make or demand delivery in lots the price if it can be apportioned may be demanded for each lot.

      (Added to NRS by 1965, 791)

      NRS 104.2308  Absence of specified place for delivery.  Unless otherwise agreed:

      1.  The place for delivery of goods is the seller’s place of business or if the seller has none, his or her residence;

      2.  In a contract for sale of identified goods which to the knowledge of the parties at the time of contracting are in some other place, that place is the place for their delivery; and

      3.  Documents of title may be delivered through customary banking channels.

      (Added to NRS by 1965, 791)

      NRS 104.2309  Absence of specific time for action or duration of contract; notice of termination.

      1.  The time for shipment or delivery or any other action under a contract if not provided in this Article or agreed upon shall be a reasonable time.

      2.  Where the contract provides for successive performances but is indefinite in duration it is valid for a reasonable time but unless otherwise agreed may be terminated at any time by either party.

      3.  Termination of a contract by one party except on the happening of an agreed event requires that reasonable notification be received by the other party and an agreement dispensing with notification is invalid if its operation would be unconscionable.

      (Added to NRS by 1965, 791)

      NRS 104.2310  Open time for payment or running of credit; authority to ship under reservation.  Unless otherwise agreed:

      1.  Payment is due at the time and place at which the buyer is to receive the goods even though the place of shipment is the place of delivery; and

      2.  If the seller is authorized to send the goods the seller may ship them under reservation, and may tender the documents of title, but the buyer may inspect the goods after their arrival before payment is due unless such inspection is inconsistent with the terms of the contract (NRS 104.2513); and

      3.  If delivery is authorized and made by way of documents of title otherwise than by subsection 2 then payment is due regardless of where the goods are to be received:

      (a) At the time and place at which the buyer is to receive delivery of the tangible documents; or

      (b) At the time the buyer is to receive delivery of the electronic documents and at the seller’s place of business or if none, the seller’s residence; and

      4.  Where the seller is required or authorized to ship the goods on credit the credit period runs from the time of shipment but postdating the invoice or delaying its dispatch will correspondingly delay the starting of the credit period.

      (Added to NRS by 1965, 791; A 2005, 849)

      NRS 104.2311  Options and cooperation respecting performance.

      1.  An agreement for sale which is otherwise sufficiently definite (subsection 3 of NRS 104.2204) to be a contract is not made invalid by the fact that it leaves particulars of performance to be specified by one of the parties. Any such specification must be made in good faith and within limits set by commercial reasonableness.

      2.  Unless otherwise agreed specifications relating to assortment of the goods are at the buyer’s option and except as otherwise provided in paragraph (c) of subsection 1 and subsection 3 of NRS 104.2319 specifications or arrangements relating to shipment are at the seller’s option.

      3.  Where such specification would materially affect the other party’s performance but is not seasonably made or where one party’s cooperation is necessary to the agreed performance of the other but is not seasonably forthcoming, the other party in addition to all other remedies:

      (a) Is excused for any resulting delay in his or her own performance; and

      (b) May also either proceed to perform in any reasonable manner or after the time for a material part of his or her own performance treat the failure to specify or to cooperate as a breach by failure to deliver or accept the goods.

      (Added to NRS by 1965, 792)

      NRS 104.2312  Warranty of title and against infringement; buyer’s obligation against infringement.

      1.  Subject to subsection 2 there is in a contract for sale a warranty by the seller that:

      (a) The title conveyed shall be good, and its transfer rightful; and

      (b) The goods shall be delivered free from any security interest or other lien or encumbrance of which the buyer at the time of contracting has no knowledge.

      2.  A warranty under subsection 1 will be excluded or modified only by specific language or by circumstances which give the buyer reason to know that the person selling does not claim title in himself or herself or that he or she is purporting to sell only such right or title as he or she or a third person may have.

      3.  Unless otherwise agreed a seller who is a merchant regularly dealing in goods of the kind warrants that the goods shall be delivered free of the rightful claim of any third person by way of infringement or the like but a buyer who furnishes specifications to the seller must hold the seller harmless against any such claim which arises out of compliance with the specifications.

      (Added to NRS by 1965, 792)

      NRS 104.2313  Express warranties by affirmation, promise, description or sample.

      1.  Express warranties by the seller are created as follows:

      (a) Any affirmation of fact or promise made by the seller to the buyer which relates to the goods and becomes part of the basis of the bargain creates an express warranty that the goods shall conform to the affirmation or promise.

      (b) Any description of the goods which is made part of the basis of the bargain creates an express warranty that the goods shall conform to the description.

      (c) Any sample or model which is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model.

      2.  It is not necessary to the creation of an express warranty that the seller use formal words such as “warrant” or “guarantee” or that the seller have a specific intention to make a warranty, but an affirmation merely of the value of the goods or a statement purporting to be merely the seller’s opinion or commendation of the goods does not create a warranty.

      (Added to NRS by 1965, 792)

      NRS 104.2314  Implied warranty: Merchantability; usage of trade.

      1.  Unless excluded or modified (NRS 104.2316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchant with respect to goods of that kind. Under this section the serving for value of food or drink to be consumed either on the premises or elsewhere is a sale.

      2.  Goods to be merchantable must be at least such as:

      (a) Pass without objection in the trade under the contract description; and

      (b) In the case of fungible goods, are of fair average quality within the description; and

      (c) Are fit for the ordinary purposes for which such goods are used; and

      (d) Run, within the variations permitted by the agreement, of even kind, quality and quantity within each unit and among all units involved; and

      (e) Are adequately contained, packaged and labeled as the agreement may require; and

      (f) Conform to the promises or affirmations of fact made on the container or label if any.

      3.  Unless excluded or modified (NRS 104.2316) other implied warranties may arise from course of dealing or usage of trade.

      (Added to NRS by 1965, 793)

      NRS 104.2315  Implied warranty: Fitness for particular purpose.  Where the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyer is relying on the seller’s skill or judgment to select or furnish suitable goods, there is unless excluded or modified under the next section an implied warranty that the goods shall be fit for such purpose.

      (Added to NRS by 1965, 793)

      NRS 104.2316  Exclusion or modification of warranties.

      1.  Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit warranty shall be construed wherever reasonable as consistent with each other; but subject to the provisions of this Article on parol or extrinsic evidence (NRS 104.2202) negation or limitation is inoperative to the extent that such construction is unreasonable.

      2.  Subject to subsection 3, to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous. Language to exclude all implied warranties of fitness is sufficient if it states, for example, that “There are no warranties which extend beyond the description on the face hereof.”

      3.  Notwithstanding subsection 2:

      (a) Unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like “as is,” “with all faults” or other language which in common understanding calls the buyer’s attention to the exclusion of warranties and makes plain that there is no implied warranty; and

      (b) When the buyer before entering into the contract has examined the goods or the sample or model as fully as the buyer desired or has refused to examine the goods there is no implied warranty with regard to defects which an examination ought in the circumstances to have revealed to the buyer; and

      (c) An implied warranty can also be excluded or modified by course of dealing or course of performance or usage of trade.

      4.  Remedies for breach of warranty can be limited in accordance with the provisions of this Article on liquidation or limitation of damages and on contractual modification of remedy (NRS 104.2718 and 104.2719).

      (Added to NRS by 1965, 793)

      NRS 104.2317  Cumulation and conflict of warranties express or implied.  Warranties whether express or implied shall be construed as consistent with each other and as cumulative, but if such construction is unreasonable the intention of the parties shall determine which warranty is dominant. In ascertaining that intention the following rules apply:

      1.  Exact or technical specifications displace an inconsistent sample or model or general language of description.

      2.  A sample from an existing bulk displaces inconsistent general language of description.

      3.  Express warranties displace inconsistent implied warranties other than an implied warranty of fitness for a particular purpose.

      (Added to NRS by 1965, 794)

      NRS 104.2318  Third-party beneficiaries of warranties express or implied.  A seller’s warranty whether express or implied extends to any natural person who is in the family or household of the seller’s buyer or who is a guest in his or her home if it is reasonable to expect that such person may use, consume or be affected by the goods and who is injured in person by breach of the warranty. A seller may not exclude or limit the operation of this section.

      (Added to NRS by 1965, 794)

      NRS 104.2319  F.O.B. and F.A.S. terms.

      1.  Unless otherwise agreed the term F.O.B. (which means “free on board”) at a named place, even though used only in connection with the stated price, is a delivery term under which:

      (a) When the term is F.O.B. the place of shipment, the seller must at that place ship the goods in the manner provided in this article (NRS 104.2504) and bear the expense and risk of putting them into the possession of the carrier; or

      (b) When the term is F.O.B. the place of destination, the seller must at the seller’s own expense and risk transport the goods to that place and there tender delivery of them in the manner provided in this article (NRS 104.2503);

      (c) When under either paragraph (a) or (b) the term is also F.O.B. vessel, car or other vehicle, the seller must in addition at his or her own expense and risk load the goods on board. If the term is F.O.B. vessel the buyer must name the vessel and in an appropriate case the seller must comply with the provisions of this article on the form of bill of lading (NRS 104.2323).

      2.  Unless otherwise agreed the term F.A.S. vessel (which means “free alongside”) at a named port, even though used only in connection with the stated price, is a delivery term under which the seller must:

      (a) At the seller’s own expense and risk deliver the goods alongside the vessel in the manner usual in that port or on a dock designated and provided by the buyer; and

      (b) Obtain and tender a receipt for the goods in exchange for which the carrier is under a duty to issue a bill of lading.

      3.  Unless otherwise agreed in any case falling within paragraph (a) or (c) of subsection 1 or subsection 2 the buyer must seasonably give any needed instructions for making delivery, including when the term is F.A.S. or F.O.B. the loading berth of the vessel and in an appropriate case its name and sailing date. The seller may treat the failure of needed instructions as a failure of cooperation under this article (NRS 104.2311). The seller may also at his or her option move the goods in any reasonable manner preparatory to delivery or shipment.

      4.  Under the term F.O.B. vessel or F.A.S. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents.

      (Added to NRS by 1965, 794)

      NRS 104.2320  C.I.F. and C. & F. terms.

      1.  The term C.I.F. means that the price includes in a lump sum the cost of the goods and the insurance and freight to the named destination. The term C. & F. or C.F. means that the price so includes cost and freight to the named destination.

      2.  Unless otherwise agreed and even though used only in connection with the stated price and destination, the term C.I.F. destination or its equivalent requires the seller at his or her own expense and risk to:

      (a) Put the goods into the possession of a carrier at the port for shipment and obtain a negotiable bill or bills of lading covering the entire transportation to the named destination; and

      (b) Load the goods and obtain a receipt from the carrier (which may be contained in the bill of lading) showing that the freight has been paid or provided for; and

      (c) Obtain a policy or certificate of insurance, including any war risk insurance, of a kind and on terms then current at the port of shipment in the usual amount, in the currency of the contract, shown to cover the same goods covered by the bill of lading and providing for payment of loss to the order of the buyer or for the account of whom it may concern; but the seller may add to the price the amount of the premium for any such war risk insurance; and

      (d) Prepare an invoice of the goods and procure any other documents required to effect shipment or to comply with the contract; and

      (e) Forward and tender with commercial promptness all the documents in due form and with any endorsement necessary to perfect the buyer’s rights.

      3.  Unless otherwise agreed the term C. & F. or its equivalent has the same effect and imposes upon the seller the same obligations and risks as a C.I.F. term except the obligation as to insurance.

      4.  Under the term C.I.F. or C. & F. unless otherwise agreed the buyer must make payment against tender of the required documents and the seller may not tender nor the buyer demand delivery of the goods in substitution for the documents.

      (Added to NRS by 1965, 795)

      NRS 104.2321  C.I.F. or C. & F.: “Net landed weights”; “payment on arrival”; warranty of condition on arrival.  Under a contract containing a term C.I.F. or C. & F.:

      1.  Where the price is based on or is to be adjusted according to “net landed weights,” “delivered weights,” “out turn” quantity or quality or the like, unless otherwise agreed the seller must reasonably estimate the price. The payment due on tender of the documents called for by the contract is the amount so estimated, but after final adjustment of the price a settlement must be made with commercial promptness.

      2.  An agreement described in subsection 1 or any warranty of quality or condition of the goods on arrival places upon the seller the risk of ordinary deterioration, shrinkage and the like in transportation but has no effect on the place or time of identification to the contract for sale or delivery or on the passing of the risk of loss.

      3.  Unless otherwise agreed where the contract provides for payment on or after arrival of the goods the seller must before payment allow such preliminary inspection as is feasible; but if the goods are lost delivery of the documents and payment are due when the goods should have arrived.

      (Added to NRS by 1965, 796)

      NRS 104.2322  Delivery “ex-ship.”

      1.  Unless otherwise agreed a term for delivery of goods “ex-ship” (which means from the carrying vessel) or in equivalent language is not restricted to a particular ship and requires delivery from a ship which has reached a place at the named port of destination where goods of the kind are usually discharged.

      2.  Under such a term unless otherwise agreed:

      (a) The seller must discharge all liens arising out of the carriage and furnish the buyer with a direction which puts the carrier under a duty to deliver the goods; and

      (b) The risk of loss does not pass to the buyer until the goods leave the ship’s tackle or are otherwise properly unloaded.

      (Added to NRS by 1965, 796)

      NRS 104.2323  Form of bill of lading required in overseas shipment; “overseas.”

      1.  Where the contract contemplates overseas shipment and contains a term C.I.F. or C. & F. or F.O.B. vessel, the seller unless otherwise agreed must obtain a negotiable bill of lading stating that the goods have been loaded on board or, in the case of a term C.I.F. or C. & F., received for shipment.

      2.  Where in a case within subsection 1 a tangible bill of lading has been issued in a set of parts, unless otherwise agreed if the documents are not to be sent from abroad the buyer may demand tender of the full set; otherwise only one part of the bill of lading need be tendered. Even if the agreement expressly requires a full set:

      (a) Due tender of a single part is acceptable within the provisions of this Article on cure of improper delivery (subsection 1 of NRS 104.2508); and

      (b) Even though the full set is demanded, if the documents are sent from abroad the person tendering an incomplete set may nevertheless require payment upon furnishing an indemnity which the buyer in good faith deems adequate.

      3.  A shipment by water or by air or a contract contemplating such shipment is “overseas” insofar as by usage of trade or agreement it is subject to the commercial, financing or shipping practices characteristic of international deep water commerce.

      (Added to NRS by 1965, 796; A 2005, 849)

      NRS 104.2324  “No arrival, no sale” term.  Under a term “no arrival, no sale” or terms of like meaning, unless otherwise agreed:

      1.  The seller must properly ship conforming goods and if they arrive by any means the seller must tender them on arrival but the seller assumes no obligation that the goods will arrive unless the seller has caused the nonarrival; and

      2.  Where without fault of the seller the goods are in part lost or have so deteriorated as no longer to conform to the contract or arrive after the contract time, the buyer may proceed as if there had been casualty to identified goods (NRS 104.2613).

      (Added to NRS by 1965, 797)

      NRS 104.2325  “Letter of credit” term; “confirmed credit.”

      1.  Failure of the buyer seasonably to furnish an agreed letter of credit is a breach of the contract for sale.

      2.  The delivery to seller of a proper letter of credit suspends the buyer’s obligation to pay. If the letter of credit is dishonored, the seller may on seasonable notification to the buyer require payment directly from the buyer.

      3.  Unless otherwise agreed the term “letter of credit” or “banker’s credit” in a contract for sale means an irrevocable credit issued by a financing agency of good repute and, where the shipment is overseas, of good international repute. The term “confirmed credit” means that the credit must also carry the direct obligation of such an agency which does business in the seller’s financial market.

      (Added to NRS by 1965, 797)

      NRS 104.2326  Sale on approval and sale or return; rights of creditors.

      1.  Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is:

      (a) A “sale on approval” if the goods are delivered primarily for use; and

      (b) A “sale or return” if the goods are delivered primarily for resale.

      2.  Goods held on approval are not subject to the claims of the buyer’s creditors until acceptance; goods held on sale or return are subject to such claims while in the buyer’s possession.

      3.  Any “or return” term of a contract for sale is to be treated as a separate contract for sale within the statute of frauds section of this Article (NRS 104.2201) and as contradicting the sale aspect of the contract within the provisions of this Article on parol or extrinsic evidence (NRS 104.2202).

      (Added to NRS by 1965, 797; A 1999, 373)

      NRS 104.2327  Special incidents of sale on approval and sale or return.

      1.  Under a sale on approval unless otherwise agreed:

      (a) Although the goods are identified to the contract the risk of loss and the title do not pass to the buyer until acceptance; and

      (b) Use of the goods consistent with the purpose of trial is not acceptance but failure seasonably to notify the seller of election to return the goods is acceptance, and if the goods conform to the contract acceptance of any part is acceptance of the whole; and

      (c) After due notification of election to return, the return is at the seller’s risk and expense but a merchant buyer must follow any reasonable instructions.

      2.  Under a sale or return unless otherwise agreed:

      (a) The option to return extends to the whole or any commercial unit of the goods while in substantially their original condition, but must be exercised seasonably; and

      (b) The return is at the buyer’s risk and expense.

      (Added to NRS by 1965, 798)

      NRS 104.2328  Sale by auction.

      1.  In a sale by auction if goods are put up in lots each lot is the subject of a separate sale.

      2.  A sale by auction is complete when the auctioneer so announces by the fall of the hammer or in other customary manner. Where a bid is made while the hammer is falling in acceptance of a prior bid the auctioneer may in his or her discretion reopen the bidding or declare the goods sold under the bid on which the hammer was falling.

      3.  Such a sale is with reserve unless the goods are in explicit terms put up without reserve. In an auction with reserve the auctioneer may withdraw the goods at any time until the auctioneer announces completion of the sale. In an auction without reserve, after the auctioneer calls for bids on an Article or lot, that Article or lot cannot be withdrawn unless no bid is made within a reasonable time. In either case a bidder may retract his or her bid until the auctioneer’s announcement of completion of the sale, but a bidder’s retraction does not revive any previous bid.

      4.  If the auctioneer knowingly receives a bid on the seller’s behalf or the seller makes or procures such a bid, and notice has not been given that liberty for such bidding is reserved, the buyer may at his or her option avoid the sale or take the goods at the price of the last good faith bid prior to the completion of the sale. This subsection shall not apply to any bid at a forced sale.

      (Added to NRS by 1965, 798)

Part 4

Title, Creditors and Good Faith Purchasers

      NRS 104.2401  Passing of title; reservation for security; limited application of this section.  Each provision of this Article with regard to the rights, obligations and remedies of the seller, the buyer, purchasers or other third parties applies irrespective of title to the goods except where the provision refers to such title. Insofar as situations are not covered by the other provisions of this Article and matters concerning title become material the following rules apply:

      1.  Title to goods cannot pass under a contract for sale prior to their identification to the contract (NRS 104.2501), and unless otherwise explicitly agreed the buyer acquires by their identification a special property as limited by this chapter. Any retention or reservation by the seller of the title (property) in goods shipped or delivered to the buyer is limited in effect to a reservation of a security interest. Subject to these provisions and to the provisions of the Article on secured transactions (Article 9), title to goods passes from the seller to the buyer in any manner and on any conditions explicitly agreed on by the parties.

      2.  Unless otherwise explicitly agreed title passes to the buyer at the time and place at which the seller completes his or her performance with reference to the physical delivery of the goods, despite any reservation of a security interest and even though a document of title is to be delivered at a different time or place; and in particular and despite any reservation of a security interest by the bill of lading:

      (a) If the contract requires or authorizes the seller to send the goods to the buyer but does not require the seller to deliver them at destination, title passes to the buyer at the time and place of shipment; but

      (b) If the contract requires delivery at destination, title passes on tender there.

      3.  Unless otherwise explicitly agreed where delivery is to be made without moving the goods:

      (a) If the seller is to deliver a tangible document of title, title passes at the time when and the place where the seller delivers such documents and if the seller is to deliver an electronic document of title, title passes when the seller delivers the document; or

      (b) If the goods are at the time of contracting already identified and no documents of title are to be delivered, title passes at the time and place of contracting.

      4.  A rejection or other refusal by the buyer to receive or retain the goods, whether or not justified, or a justified revocation of acceptance revests title to the goods in the seller. Such revesting occurs by operation of law and is not a “sale.”

      (Added to NRS by 1965, 798; A 2005, 850)

      NRS 104.2402  Rights of seller’s creditors against sold goods.

      1.  Except as provided in subsections 2 and 3, rights of unsecured creditors of the seller with respect to goods which have been identified to a contract for sale are subject to the buyer’s rights to recover the goods under this Article (NRS 104.2502 and 104.2716).

      2.  A creditor of the seller may treat a sale or an identification of goods to a contract for sale as void if as against him or her a retention of possession by the seller is fraudulent under any rule of law of the state where the goods are situated, except that retention of possession in good faith and current course of trade by a merchant-seller for a commercially reasonable time after a sale or identification is not fraudulent.

      3.  Nothing in this Article shall be deemed to impair the rights of creditors of the seller:

      (a) Under the provisions of the Article on secured transactions (Article 9); or

      (b) Where identification to the contract or delivery is made not in current course of trade but in satisfaction of or as security for a preexisting claim for money, security or the like and is made under circumstances which under any rule of law of the state where the goods are situated would apart from this Article constitute the transaction a fraudulent transfer or voidable preference.

      (Added to NRS by 1965, 799)

      NRS 104.2403  Power to transfer; good faith purchase of goods; “entrusting.”

      1.  A purchaser of goods acquires all title which the purchaser’s transferor had or had power to transfer except that a purchaser of a limited interest acquires rights only to the extent of the interest purchased. A person with voidable title has power to transfer a good title to a good faith purchaser for value. When goods have been delivered under a transaction of purchase the purchaser has such power even though:

      (a) The transferor was deceived as to the identity of the purchaser;

      (b) The delivery was in exchange for a check which is later dishonored;

      (c) It was agreed that the transaction was to be a “cash sale”; or

      (d) The delivery was procured through fraud punishable as larcenous under the criminal law.

      2.  Any entrusting of possession of goods to a merchant who deals in goods of that kind gives the merchant power to transfer all rights of the entruster to a buyer in ordinary course of business.

      3.  “Entrusting” includes any delivery and any acquiescence in retention of possession regardless of any condition expressed between the parties to the delivery or acquiescence and regardless of whether the procurement of the entrusting or the possessor’s disposition of the goods have been such as to be larcenous under the criminal law.

      4.  The rights of other purchasers of goods and of lien creditors are governed by the articles on secured transactions (article 9) and documents of title (article 7).

      (Added to NRS by 1965, 800; A 1991, 412)

Part 5

Performance

      NRS 104.2501  Insurable interest in goods; manner of identification of goods.

      1.  The buyer obtains a special property and an insurable interest in goods by identification of existing goods as goods to which the contract refers even though the goods so identified are nonconforming and the buyer has an option to return or reject them. Such identification can be made at any time and in any manner explicitly agreed to by the parties. In the absence of explicit agreement identification occurs:

      (a) When the contract is made if it is for the sale of goods already existing and identified.

      (b) If the contract is for the sale of future goods other than those described in paragraph (c), when goods are shipped, marked or otherwise designated by the seller as goods to which the contract refers.

      (c) When the crops are planted or otherwise become growing crops or the young are conceived if the contract is for the sale of unborn young to be born within 12 months after contracting or for the sale of crops to be harvested within 12 months or the next normal harvest season after contracting, whichever is longer.

      2.  The seller retains an insurable interest in goods so long as title to or any security interest in the goods remains in the seller and where the identification is by the seller alone the seller may until default or insolvency or notification to the buyer that the identification is final substitute other goods for those identified.

      3.  Nothing in this section impairs any insurable interest recognized under any other statute or rule of law.

      (Added to NRS by 1965, 800)

      NRS 104.2502  Buyer’s right to goods on seller’s repudiation, failure to deliver or insolvency.

      1.  Subject to subsections 2 and 3, and even though the goods have not been shipped, a buyer who has paid a part or all of the price of goods in which the buyer has a special property under the provisions of the immediately preceding section may on making and keeping good a tender of any unpaid portion of their price recover them from the seller if:

      (a) In the case of goods bought for personal, family or household purposes, the seller repudiates or fails to deliver as required by the contract; or

      (b) In all cases, the seller becomes insolvent within 10 days after receipt of the first installment on their price.

      2.  The right of the buyer to recover the goods under subsection 1 vests upon acquisition of a special property even if the seller has not then repudiated or failed to deliver.

      3.  If the identification creating his or her special property has been made by the buyer, the buyer acquires the right to recover the goods only if they conform to the contract for sale.

      (Added to NRS by 1965, 801; A 1999, 374; 2001, 709)

      NRS 104.2503  Manner of seller’s tender of delivery.

      1.  Tender of delivery requires that the seller put and hold conforming goods at the buyer’s disposition and give the buyer any notification reasonably necessary to enable the buyer to take delivery. The manner, time and place for tender are determined by the agreement and this Article, and in particular:

      (a) Tender must be at a reasonable hour, and if it is of goods they must be kept available for the period reasonably necessary to enable the buyer to take possession; but

      (b) Unless otherwise agreed the buyer must furnish facilities reasonably suited to the receipt of the goods.

      2.  Where the case is within the next section respecting shipment tender requires that the seller comply with its provisions.

      3.  Where the seller is required to deliver at a particular destination tender requires that the seller comply with subsection 1 and also in any appropriate case tender documents as described in subsections 4 and 5 of this section.

      4.  Where goods are in the possession of a bailee and are to be delivered without being moved:

      (a) Tender requires that the seller either tender a negotiable document of title covering such goods or procure acknowledgment by the bailee of the buyer’s right to possession of the goods; but

      (b) Tender to the buyer of a nonnegotiable document of title or of a record directing the bailee to deliver is sufficient tender unless the buyer seasonably objects, and except as otherwise provided in Article 9, receipt by the bailee of notification of the buyer’s rights fixes those rights as against the bailee and all third persons; but risk of loss of the goods and of any failure by the bailee to honor the nonnegotiable document of title or to obey the direction remains on the seller until the buyer has had a reasonable time to present the document or direction, and a refusal by the bailee to honor the document or to obey the direction defeats the tender.

      5.  Where the contract requires the seller to deliver documents:

      (a) The seller must tender all such documents in correct form, except as provided in this Article with respect to bills of lading in a set (subsection 2 of NRS 104.2323); and

      (b) Tender through customary banking channels is sufficient and dishonor of a draft accompanying or associated with the documents constitutes nonacceptance or rejection.

      (Added to NRS by 1965, 801; A 2005, 850)

      NRS 104.2504  Shipment by seller.  Where the seller is required or authorized to send the goods to the buyer and the contract does not require the seller to deliver them at a particular destination, then unless otherwise agreed the seller must:

      1.  Put the goods in the possession of such a carrier and make such a contract for their transportation as may be reasonable having regard to the nature of the goods and other circumstances of the case; and

      2.  Obtain and promptly deliver or tender in due form any document necessary to enable the buyer to obtain possession of the goods or otherwise required by the agreement or by usage of trade; and

      3.  Promptly notify the buyer of the shipment.

Ê Failure to notify the buyer under subsection 3 or to make a proper contract under subsection 1 is a ground for rejection only if material delay or loss ensues.

      (Added to NRS by 1965, 802)

      NRS 104.2505  Seller’s shipment under reservation.

      1.  Where the seller has identified goods to the contract by or before shipment:

      (a) The seller’s procurement of a negotiable bill of lading to his or her own order or otherwise reserves in him or her a security interest in the goods. The seller’s procurement of the bill to the order of a financing agency or of the buyer indicates in addition only the seller’s expectation of transferring that interest to the person named.

      (b) A nonnegotiable bill of lading to himself or herself or his or her nominee reserves possession of the goods as security but except in a case of conditional delivery (subsection 2 of NRS 104.2507) a nonnegotiable bill of lading naming the buyer as consignee reserves no security interest even though the seller retains possession or control of the bill of lading.

      2.  When shipment by the seller with reservation of a security interest is in violation of the contract for sale it constitutes an improper contract for transportation within the preceding section but impairs neither the rights given to the buyer by shipment and identification of the goods to the contract nor the seller’s powers as a holder of a negotiable document of title.

      (Added to NRS by 1965, 802; A 2005, 851)

      NRS 104.2506  Rights of financing agency.

      1.  A financing agency by paying or purchasing for value a draft which relates to a shipment of goods acquires to the extent of the payment or purchase and in addition to its own rights under the draft and any document of title securing it any rights of the shipper in the goods including the right to stop delivery and the shipper’s right to have the draft honored by the buyer.

      2.  The right to reimbursement of a financing agency which has in good faith honored or purchased the draft under commitment to or authority from the buyer is not impaired by subsequent discovery of defects with reference to any relevant document which was apparently regular.

      (Added to NRS by 1965, 802; A 2005, 851)

      NRS 104.2507  Effect of seller’s tender; delivery on condition.

      1.  Tender of delivery is a condition to the buyer’s duty to accept the goods and, unless otherwise agreed, to the buyer’s duty to pay for them. Tender entitles the seller to acceptance of the goods and to payment according to the contract.

      2.  Where payment is due and demanded on the delivery to the buyer of goods or documents of title, the buyer’s right as against the seller to retain or dispose of them is conditional upon the buyer making the payment due.

      (Added to NRS by 1965, 802)

      NRS 104.2508  Cure by seller of improper tender or delivery; replacement.

      1.  Where any tender or delivery by the seller is rejected because nonconforming and the time for performance has not yet expired, the seller may seasonably notify the buyer of his or her intention to cure and may then within the contract time make a conforming delivery.

      2.  Where the buyer rejects a nonconforming tender which the seller had reasonable grounds to believe would be acceptable with or without money allowance the seller may if he or she seasonably notifies the buyer have a further reasonable time to substitute a conforming tender.

      (Added to NRS by 1965, 803)

      NRS 104.2509  Risk of loss in the absence of breach.

      1.  Where the contract requires or authorizes the seller to ship the goods by carrier:

      (a) If it does not require the seller to deliver them at a particular destination, the risk of loss passes to the buyer when the goods are duly delivered to the carrier even though the shipment is under reservation (NRS 104.2505); but

      (b) If it does require the seller to deliver them at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the buyer when the goods are there duly so tendered as to enable the buyer to take delivery.

      2.  Where the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the buyer:

      (a) On the buyer’s receipt of possession or control of a negotiable document of title covering the goods; or

      (b) On acknowledgment by the bailee of the buyer’s right to possession of the goods; or

      (c) After the buyer’s receipt of possession or control of a nonnegotiable document of title or other direction to deliver in a record, as provided in paragraph (b) of subsection 4 of NRS 104.2503.

      3.  In any case not within subsection 1 or 2, the risk of loss passes to the buyer on the buyer’s receipt of the goods if the seller is a merchant; otherwise the risk passes to the buyer on tender of delivery.

      4.  The provisions of this section are subject to contrary agreement of the parties and to the provisions of this Article on sale on approval (NRS 104.2327) and on effect of breach on risk of loss (NRS 104.2510).

      (Added to NRS by 1965, 803; A 2005, 852)

      NRS 104.2510  Effect of breach on risk of loss.

      1.  Where a tender or delivery of goods so fails to conform to the contract as to give a right of rejection the risk of their loss remains on the seller until cure or acceptance.

      2.  Where the buyer rightfully revokes acceptance the buyer may to the extent of any deficiency in his or her effective insurance coverage treat the risk of loss as having rested on the seller from the beginning.

      3.  Where the buyer as to conforming goods already identified to the contract for sale repudiates or is otherwise in breach before risk of their loss has passed to the buyer, the seller may to the extent of any deficiency in his or her effective insurance coverage treat the risk of loss as resting on the buyer for a commercially reasonable time.

      (Added to NRS by 1965, 803)

      NRS 104.2511  Tender of payment by buyer; payment by check.

      1.  Unless otherwise agreed tender of payment is a condition to the seller’s duty to tender and complete any delivery.

      2.  Tender of payment is sufficient when made by any means or in any manner current in the ordinary course of business unless the seller demands payment in legal tender and gives any extension of time reasonably necessary to procure it.

      3.  Payment by check is conditional and is defeated as between the parties by dishonor of the check on due presentment.

      (Added to NRS by 1965, 804; A 1993, 1255)

      NRS 104.2512  Payment by buyer before inspection.

      1.  Where the contract requires payment before inspection nonconformity of the goods does not excuse the buyer from so making payment unless:

      (a) The nonconformity appears without inspection; or

      (b) Despite tender of the required documents the circumstances would justify injunction against honor under the provisions of this chapter.

      2.  Payment pursuant to subsection 1 does not constitute an acceptance of goods or impair the buyer’s right to inspect or any of the buyer’s remedies.

      (Added to NRS by 1965, 804; A 1997, 374)

      NRS 104.2513  Buyer’s right to inspection of goods.

      1.  Unless otherwise agreed and subject to subsection 3, where goods are tendered or delivered or identified to the contract for sale, the buyer has a right before payment or acceptance to inspect them at any reasonable place and time and in any reasonable manner. When the seller is required or authorized to send the goods to the buyer, the inspection may be after their arrival.

      2.  Expenses of inspection must be borne by the buyer but may be recovered from the seller if the goods do not conform and are rejected.

      3.  Unless otherwise agreed and subject to the provisions of this article on C.I.F. contracts (subsection 3 of NRS 104.2321), the buyer is not entitled to inspect the goods before payment of the price when the contract provides:

      (a) For delivery “C.O.D.” or on other like terms; or

      (b) For payment against documents of title, except where such payment is due only after the goods are to become available for inspection.

      4.  A place or method of inspection fixed by the parties is presumed to be exclusive but unless otherwise expressly agreed it does not postpone identification or shift the place for delivery or for passing the risk of loss. If compliance becomes impossible, inspection shall be as provided in this section unless the place or method fixed was clearly intended as an indispensable condition failure of which avoids the contract.

      (Added to NRS by 1965, 804)

      NRS 104.2514  When documents deliverable on acceptance; when on payment.  Unless otherwise agreed documents against which a draft is drawn are to be delivered to the drawee on acceptance of the draft if it is payable more than 3 days after presentment; otherwise, only on payment.

      (Added to NRS by 1965, 804)

      NRS 104.2515  Preserving evidence of goods in dispute.  In furtherance of the adjustment of any claim or dispute:

      1.  Either party on reasonable notification to the other and for the purpose of ascertaining the facts and preserving evidence has the right to inspect, test and sample the goods, including such of them as may be in the possession or control of the other; and

      2.  The parties may agree to a third party inspection or survey to determine the conformity or condition of the goods and may agree that the findings shall be binding upon them in any subsequent litigation or adjustment.

      (Added to NRS by 1965, 804)

Part 6

Breach, Repudiation and Excuse

      NRS 104.2601  Buyer’s rights on improper delivery.  Subject to the provisions of this article on breach in installment contracts (NRS 104.2612) and unless otherwise agreed under the sections on contractual limitations of remedy (NRS 104.2718 and 104.2719), if the goods or the tender of delivery fail in any respect to conform to the contract, the buyer may:

      1.  Reject the whole; or

      2.  Accept the whole; or

      3.  Accept any commercial unit or units and reject the rest.

      (Added to NRS by 1965, 805)

      NRS 104.2602  Manner and effect of rightful rejection.

      1.  Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller.

      2.  Subject to the provisions of the two following sections on rejected goods (NRS 104.2603 and 104.2604):

      (a) After rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller; and

      (b) If the buyer has before rejection taken physical possession of goods in which the buyer does not have a security interest under the provisions of this Article (subsection 3 of NRS 104.2711), the buyer is under a duty after rejection to hold them with reasonable care at the seller’s disposition for a time sufficient to permit the seller to remove them; but

      (c) The buyer has no further obligations with regard to goods rightfully rejected.

      3.  The seller’s rights with respect to goods wrongfully rejected are governed by the provisions of this Article on seller’s remedies in general (NRS 104.2703).

      (Added to NRS by 1965, 805)

      NRS 104.2603  Merchant buyer’s duties as to rightfully rejected goods.

      1.  Subject to any security interest in the buyer (subsection 3 of NRS 104.2711), when the seller has no agent or place of business at the market of rejection a merchant buyer is under a duty after rejection of goods in his or her possession or control to follow any reasonable instructions received from the seller with respect to the goods and in the absence of such instructions to make reasonable efforts to sell them for the seller’s account if they are perishable or threaten to decline in value speedily. Instructions are not reasonable if on demand indemnity for expenses is not forthcoming.

      2.  When the buyer sells goods under subsection 1, the buyer is entitled to reimbursement from the seller or out of the proceeds for reasonable expenses of caring for and selling them, and if the expenses include no selling commission then to such commission as is usual in the trade or if there is none to a reasonable sum not exceeding 10 percent on the gross proceeds.

      3.  In complying with this section the buyer is held only to good faith and good faith conduct hereunder is neither acceptance nor conversion nor the basis of an action for damages.

      (Added to NRS by 1965, 805)

      NRS 104.2604  Buyer’s options as to salvage of rightfully rejected goods.  Subject to the provisions of the immediately preceding section on perishables if the seller gives no instructions within a reasonable time after notification of rejection the buyer may store the rejected goods for the seller’s account or reship them to the seller or resell them for the seller’s account with reimbursement as provided in the preceding section. Such action is not acceptance or conversion.

      (Added to NRS by 1965, 806)

      NRS 104.2605  Waiver of buyer’s objections by failure to particularize.

      1.  The buyer’s failure to state in connection with rejection a particular defect which is ascertainable by reasonable inspection precludes the buyer from relying on the unstated defect to justify rejection or to establish breach:

      (a) Where the seller could have cured it if stated seasonably; or

      (b) Between merchants when the seller has after rejection made a request in writing for a full and final written statement of all defects on which the buyer proposes to rely.

      2.  Payment against documents made without reservation of rights precludes recovery of the payment for defects apparent in the documents.

      (Added to NRS by 1965, 806; A 2005, 852)

      NRS 104.2606  What constitutes acceptance of goods.

      1.  Acceptance of goods occurs when the buyer:

      (a) After a reasonable opportunity to inspect the goods signifies to the seller that the goods are conforming or that the buyer will take or retain them in spite of their nonconformity; or

      (b) Fails to make an effective rejection (subsection 1 of NRS 104.2602), but such acceptance does not occur until the buyer has had a reasonable opportunity to inspect them; or

      (c) Does any act inconsistent with the seller’s ownership; but if such act is wrongful as against the seller it is an acceptance only if ratified by the buyer.

      2.  Acceptance of a part of any commercial unit is acceptance of that entire unit.

      (Added to NRS by 1965, 806)

      NRS 104.2607  Effect of acceptance; notice of breach; burden of establishing breach after acceptance; notice of claim or litigation to person answerable over.

      1.  The buyer must pay at the contract rate for any goods accepted.

      2.  Acceptance of goods by the buyer precludes rejection of the goods accepted and if made with knowledge of a nonconformity cannot be revoked because of it unless the acceptance was on the reasonable assumption that the nonconformity would be seasonably cured but acceptance does not of itself impair any other remedy provided by this Article for nonconformity.

      3.  Where a tender has been accepted:

      (a) The buyer must within a reasonable time after the buyer discovers or should have discovered any breach notify the seller of breach or be barred from any remedy; and

      (b) If the claim is one for infringement or the like (subsection 3 of NRS 104.2312) and the buyer is sued as a result of such a breach the buyer must so notify the seller within a reasonable time after he or she receives notice of the litigation or be barred from any remedy over for liability established by the litigation.

      4.  The burden is on the buyer to establish any breach with respect to the goods accepted.

      5.  Where the buyer is sued for breach of a warranty or other obligation for which the buyer’s seller is answerable over:

      (a) The buyer may give the seller written notice of the litigation. If the notice states that the seller may come in and defend and that if the seller does not do so the seller will be bound in any action against the seller by his or her buyer by any determination of fact common to the two litigations, then unless the seller after seasonable receipt of the notice does come in and defend the seller is so bound.

      (b) If the claim is one for infringement or the like (subsection 3 of NRS 104.2312) the original seller may demand in writing that the seller’s buyer turn over to him or her control of the litigation including settlement or else be barred from any remedy over and if the seller also agrees to bear all expense and to satisfy any adverse judgment, then unless the buyer after seasonable receipt of the demand does turn over control the buyer is so barred.

      6.  The provisions of subsections 3, 4 and 5 apply to any obligation of a buyer to hold the seller harmless against infringement or the like (subsection 3 of NRS 104.2312).

      (Added to NRS by 1965, 806)

      NRS 104.2608  Revocation of acceptance in whole or in part.

      1.  The buyer may revoke his or her acceptance of a lot or commercial unit whose nonconformity substantially impairs its value to the buyer if the buyer has accepted it:

      (a) On the reasonable assumption that its nonconformity would be cured and it has not been seasonably cured; or

      (b) Without discovery of such nonconformity if his or her acceptance was reasonably induced either by the difficulty of discovery before acceptance or by the seller’s assurances.

      2.  Revocation of acceptance must occur within a reasonable time after the buyer discovers or should have discovered the ground for it and before any substantial change in condition of the goods which is not caused by their own defects. It is not effective until the buyer notifies the seller of it.

      3.  A buyer who so revokes has the same rights and duties with regard to the goods involved as if the buyer had rejected them.

      (Added to NRS by 1965, 807)

      NRS 104.2609  Right to adequate assurance of performance.

      1.  A contract for sale imposes an obligation on each party that the other’s expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he or she receives such assurance may if commercially reasonable suspend any performance for which he or she has not already received the agreed return.

      2.  Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.

      3.  Acceptance of any improper delivery or payment does not prejudice the aggrieved party’s right to demand adequate assurance of future performance.

      4.  After receipt of a justified demand failure to provide within a reasonable time not exceeding 30 days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract.

      (Added to NRS by 1965, 807)

      NRS 104.2610  Anticipatory repudiation.  When either party repudiates the contract with respect to a performance not yet due the loss of which will substantially impair the value of the contract to the other, the aggrieved party may:

      1.  For a commercially reasonable time await performance by the repudiating party; or

      2.  Resort to any remedy for breach (NRS 104.2703 or 104.2711), even though he or she has notified the repudiating party that he or she would await the latter’s performance and has urged retraction; and

      3.  In either case suspend his or her own performance or proceeding in accordance with the provisions of this Article on the seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods (NRS 104.2704).

      (Added to NRS by 1965, 808)

      NRS 104.2611  Retraction of anticipatory repudiation.

      1.  Until the repudiating party’s next performance is due the repudiating party can retract his or her repudiation unless the aggrieved party has since the repudiation cancelled or materially changed his or her position or otherwise indicated that he or she considers the repudiation final.

      2.  Retraction may be by any method which clearly indicates to the aggrieved party that the repudiating party intends to perform, but must include any assurance justifiably demanded under the provisions of this Article (NRS 104.2609).

      3.  Retraction reinstates the repudiating party’s rights under the contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.

      (Added to NRS by 1965, 808)

      NRS 104.2612  “Installment contract”; breach.

      1.  An “installment contract” is one which requires or authorizes the delivery of goods in separate lots to be separately accepted, even though the contract contains a clause “each delivery is a separate contract” or its equivalent.

      2.  The buyer may reject any installment which is nonconforming if the nonconformity substantially impairs the value of that installment and cannot be cured or if the nonconformity is a defect in the required documents; but if the nonconformity does not fall within subsection 3 and the seller gives adequate assurance of its cure the buyer must accept that installment.

      3.  Whenever nonconformity or default with respect to one or more installments substantially impairs the value of the whole contract there is a breach of the whole. But the aggrieved party reinstates the contract if the aggrieved party accepts a nonconforming installment without seasonably notifying of cancellation or if the aggrieved party brings an action with respect only to past installments or demands performance as to future installments.

      (Added to NRS by 1965, 808)

      NRS 104.2613  Casualty to identified goods.  Where the contract requires for its performance goods identified when the contract is made, and the goods suffer casualty without fault of either party before the risk of loss passes to the buyer, or in a proper case under a “no arrival, no sale” term (NRS 104.2324) then:

      1.  If the loss is total the contract is avoided; and

      2.  If the loss is partial or the goods have so deteriorated as no longer to conform to the contract the buyer may nevertheless demand inspection and at his or her option either treat the contract as avoided or accept the goods with due allowance from the contract price for the deterioration or the deficiency in quantity but without further right against the seller.

      (Added to NRS by 1965, 808)

      NRS 104.2614  Substituted performance.

      1.  Where without fault of either party the agreed berthing, loading or unloading facilities fail or an agreed type of carrier becomes unavailable or the agreed manner of delivery otherwise becomes commercially impracticable but a commercially reasonable substitute is available, such substitute performance must be tendered and accepted.

      2.  If the agreed means or manner of payment fails because of domestic or foreign governmental regulation, the seller may withhold or stop delivery unless the buyer provides a means or manner of payment which is commercially a substantial equivalent. If delivery has already been taken, payment by the means or in the manner provided by the regulation discharges the buyer’s obligation unless the regulation is discriminatory, oppressive or predatory.

      (Added to NRS by 1965, 809)

      NRS 104.2615  Excuse by failure of presupposed conditions.  Except so far as a seller may have assumed a greater obligation and subject to the preceding section on substituted performance:

      1.  Delay in delivery or nondelivery in whole or in part by a seller who complies with subsections 2 and 3 is not a breach of the seller’s duty under a contract for sale if performance as agreed has been made impracticable by the occurrence of a contingency the nonoccurrence of which was a basic assumption on which the contract was made or by compliance in good faith with any applicable foreign or domestic governmental regulation or order whether or not it later proves to be invalid.

      2.  Where the causes mentioned in subsection 1 affect only a part of the seller’s capacity to perform, the seller must allocate production and deliveries among his or her customers but may at his or her option include regular customers not then under contract as well as his or her own requirements for further manufacture. The seller may so allocate in any manner which is fair and reasonable.

      3.  The seller must notify the buyer seasonably that there will be delay or nondelivery and, when allocation is required under subsection 2, of the estimated quota thus made available for the buyer.

      (Added to NRS by 1965, 809)

      NRS 104.2616  Procedure on notice claiming excuse.

      1.  Where the buyer receives notification of a material or indefinite delay or an allocation justified under the preceding section the buyer may by written notification to the seller as to any delivery concerned, and where the prospective deficiency substantially impairs the value of the whole contract under the provisions of this Article relating to breach of installment contracts (NRS 104.2612), then also as to the whole:

      (a) Terminate and thereby discharge any unexecuted portion of the contract; or

      (b) Modify the contract by agreeing to take his or her available quota in substitution.

      2.  If after receipt of such notification from the seller the buyer fails so to modify the contract within a reasonable time not exceeding 30 days the contract lapses with respect to any deliveries affected.

      3.  The provisions of this section may not be negated by agreement except insofar as the seller has assumed a greater obligation under the preceding section.

      (Added to NRS by 1965, 809)

Part 7

Remedies

      NRS 104.2701  Remedies for breach of collateral contracts not impaired.  Remedies for breach of any obligation or promise collateral or ancillary to a contract for sale are not impaired by the provisions of this article.

      (Added to NRS by 1965, 810)

      NRS 104.2702  Seller’s remedies on discovery of buyer’s insolvency.

      1.  Where the seller discovers the buyer to be insolvent the seller may refuse delivery except for cash including payment for all goods theretofore delivered under the contract, and stop delivery under this Article (NRS 104.2705).

      2.  Where the seller discovers that the buyer has received goods on credit while insolvent the seller may reclaim the goods upon demand made within 10 days after the receipt, but if misrepresentation of solvency has been made to the particular seller in writing within 3 months before delivery the 10-day limitation does not apply. Except as provided in this subsection the seller may not base a right to reclaim goods on the buyer’s fraudulent or innocent misrepresentation of solvency or of intent to pay.

      3.  The seller’s right to reclaim under subsection 2 is subject to the rights of a buyer in ordinary course or other good faith purchaser or lien creditor under this Article (NRS 104.2403). Successful reclamation of goods excludes all other remedies with respect to them.

      (Added to NRS by 1965, 810)

      NRS 104.2703  Seller’s remedies in general.  Where the buyer wrongfully rejects or revokes acceptance of goods or fails to make a payment due on or before delivery or repudiates with respect to a part or the whole, then with respect to any goods directly affected and, if the breach is of the whole contract (NRS 104.2612), then also with respect to the whole undelivered balance, the aggrieved seller may:

      1.  Withhold delivery of such goods.

      2.  Stop delivery by any bailee as hereafter provided (NRS 104.2705).

      3.  Proceed under the next section respecting goods still unidentified to the contract.

      4.  Resell and recover damages as hereafter provided (NRS 104.2706).

      5.  Recover damages for nonacceptance (NRS 104.2708) or in a proper case the price (NRS 104.2709).

      6.  Cancel.

      (Added to NRS by 1965, 810)

      NRS 104.2704  Seller’s right to identify goods to contract notwithstanding breach or to salvage unfinished goods.

      1.  An aggrieved seller under the preceding section may:

      (a) Identify to the contract conforming goods not already identified if at the time he or she learned of the breach they are in the seller’s possession or control.

      (b) Treat as the subject of resale goods which have demonstrably been intended for the particular contract even though those goods are unfinished.

      2.  Where the goods are unfinished an aggrieved seller may in the exercise of reasonable commercial judgment for the purposes of avoiding loss and of effective realization either complete the manufacture and wholly identify the goods to the contract or cease manufacture and resell for scrap or salvage value or proceed in any other reasonable manner.

      (Added to NRS by 1965, 810)

      NRS 104.2705  Seller’s stoppage of delivery in transit or otherwise.

      1.  The seller may stop delivery of goods in the possession of a carrier or other bailee when the seller discovers the buyer to be insolvent (NRS 104.2702) and may stop delivery of carload, truckload, planeload or larger shipments of express or freight when the buyer repudiates or fails to make a payment due before delivery or if for any other reason the seller has a right to withhold or reclaim the goods.

      2.  As against such buyer the seller may stop delivery until:

      (a) Receipt of the goods by the buyer; or

      (b) Acknowledgment to the buyer by any bailee of the goods except a carrier that the bailee holds the goods for the buyer; or

      (c) Such acknowledgment to the buyer by a carrier by reshipment or as a warehouse; or

      (d) Negotiation to the buyer of any negotiable document of title covering the goods.

      3.  To stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods. After such notification the bailee must hold and deliver the goods according to the directions of the seller but the seller is liable to the bailee for any ensuing charges or damages. If a negotiable document of title has been issued for goods the bailee is not obligated to obey a notification to stop until surrender of possession or control of the document. A carrier who has issued a nonnegotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.

      (Added to NRS by 1965, 811; A 2005, 852)

      NRS 104.2706  Seller’s resale including contract for resale.

      1.  Under the conditions stated in NRS 104.2703 on seller’s remedies, the seller may resell the goods concerned or the undelivered balance thereof. Where the resale is made in good faith and in a commercially reasonable manner the seller may recover the difference between the resale price and the contract price together with any incidental damages allowed under the provisions of this Article (NRS 104.2710), but less expenses saved in consequence of the buyer’s breach.

      2.  Except as otherwise provided in subsection 3 or unless otherwise agreed resale may be at public or private sale including sale by way of one or more contracts to sell or of identification to an existing contract of the seller. Sale may be as a unit or in parcels and at any time and place and on any terms but every aspect of the sale including the method, manner, time, place and terms must be commercially reasonable. The resale must be reasonably identified as referring to the broken contract, but it is not necessary that the goods be in existence or that any or all of them have been identified to the contract before the breach.

      3.  Where the resale is at private sale the seller must give the buyer reasonable notification of his or her intention to resell.

      4.  Where the resale is at public sale:

      (a) Only identified goods can be sold except where there is a recognized market for a public sale of futures in goods of the kind; and

      (b) It must be made at a usual place or market for public sale if one is reasonably available and except in the case of goods which are perishable or threaten to decline in value speedily the seller must give the buyer reasonable notice of the time and place of the resale; and

      (c) If the goods are not to be within the view of those attending the sale the notification of sale must state the place where the goods are located and provide for their reasonable inspection by prospective bidders; and

      (d) The seller may buy.

      5.  A purchaser who buys in good faith at a resale takes the goods free of any rights of the original buyer even though the seller fails to comply with one or more of the requirements of this section.

      6.  The seller is not accountable to the buyer for any profit made on any resale. A person in the position of a seller (NRS 104.2707) or a buyer who has rightfully rejected or justifiably revoked acceptance must account for any excess over the amount of his or her security interest, as hereinafter defined (subsection 3 of NRS 104.2711).

      (Added to NRS by 1965, 811)

      NRS 104.2707  “Person in the position of a seller.”

      1.  A “person in the position of a seller” includes as against a principal an agent who has paid or become responsible for the price of goods on behalf of his or her principal or anyone who otherwise holds a security interest or other right in goods similar to that of a seller.

      2.  A person in the position of a seller may as provided in this Article withhold or stop delivery (NRS 104.2705) and resell (NRS 104.2706) and recover incidental damages (NRS 104.2710).

      (Added to NRS by 1965, 812)

      NRS 104.2708  Seller’s damages for nonacceptance or repudiation.

      1.  Subject to subsection 2 and to the provisions of this Article with respect to proof of market price (NRS 104.2723), the measure of damages for nonacceptance or repudiation by the buyer is the difference between the market price at the time and place for tender and the unpaid contract price together with any incidental damages provided in this Article (NRS 104.2710), but less expenses saved in consequence of the buyer’s breach.

      2.  If the measure of damages provided in subsection 1 is inadequate to put the seller in as good a position as performance would have done then the measure of damages is the profit (including reasonable overhead) which the seller would have made from full performance by the buyer, together with any incidental damages provided in this Article (NRS 104.2710), due allowance for costs reasonably incurred and due credit for payments or proceeds of resale.

      (Added to NRS by 1965, 812)

      NRS 104.2709  Action for price.

      1.  When the buyer fails to pay the price as it becomes due the seller may recover, together with any incidental damages under the next section, the price:

      (a) Of goods accepted or of conforming goods lost or damaged within a commercially reasonable time after risk of their loss has passed to the buyer; and

      (b) Of goods identified to the contract if the seller is unable after reasonable effort to resell them at a reasonable price or the circumstances reasonably indicate that such effort will be unavailing.

      2.  Where the seller sues for the price the seller must hold for the buyer any goods which have been identified to the contract and are still in his or her control except that if resale becomes possible the seller may resell them at any time prior to the collection of the judgment. The net proceeds of any such resale must be credited to the buyer and payment of the judgment entitles the buyer to any goods not resold.

      3.  After the buyer has wrongfully rejected or revoked acceptance of the goods or has failed to make a payment due or has repudiated (NRS 104.2610), a seller who is held not entitled to the price under this section shall nevertheless be awarded damages for nonacceptance under the preceding section.

      (Added to NRS by 1965, 812)

      NRS 104.2710  Seller’s incidental damages.  Incidental damages to an aggrieved seller include any commercially reasonable charges, expenses or commissions incurred in stopping delivery, in the transportation, care and custody of goods after the buyer’s breach, in connection with return or resale of the goods or otherwise resulting from the breach.

      (Added to NRS by 1965, 813)

      NRS 104.2711  Buyer’s remedies in general; buyer’s security interest in rejected goods.

      1.  Where the seller fails to make delivery or repudiates or the buyer rightfully rejects or justifiably revokes acceptance then with respect to any goods involved, and with respect to the whole if the breach goes to the whole contract (NRS 104.2612), the buyer may cancel and whether or not the buyer has done so may in addition to recovering so much of the price as has been paid:

      (a) “Cover” and have damages under the next section as to all the goods affected whether or not they have been identified to the contract; or

      (b) Recover damages for nondelivery as provided in this Article (NRS 104.2713).

      2.  Where the seller fails to deliver or repudiates the buyer may also:

      (a) If the goods have been identified recover them as provided in this Article (NRS 104.2502); or

      (b) In a proper case obtain specific performance or replevy the goods as provided in this Article (NRS 104.2716).

      3.  On rightful rejection or justifiable revocation of acceptance a buyer has a security interest in goods in his or her possession or control for any payments made on their price and any expenses reasonably incurred in their inspection, receipt, transportation, care and custody and may hold such goods and resell them in like manner as an aggrieved seller (NRS 104.2706).

      (Added to NRS by 1965, 813)

      NRS 104.2712  “Cover”; buyer’s procurement of substitute goods.

      1.  After a breach within the preceding section the buyer may “cover” by making in good faith and without unreasonable delay any reasonable purchase of or contract to purchase goods in substitution for those due from the seller.

      2.  The buyer may recover from the seller as damages the difference between the cost of cover and the contract price together with any incidental or consequential damages as hereinafter defined (NRS 104.2715), but less expenses saved in consequence of the seller’s breach.

      3.  Failure of the buyer to effect cover within this section does not bar the buyer from any other remedy.

      (Added to NRS by 1965, 813)

      NRS 104.2713  Buyer’s damages for nondelivery or repudiation.

      1.  Subject to the provisions of this Article with respect to proof of market price (NRS 104.2723), the measure of damages for nondelivery or repudiation by the seller is the difference between the market price at the time when the buyer learned of the breach and the contract price together with any incidental and consequential damages provided in this Article (NRS 104.2715), but less expenses saved in consequence of the seller’s breach.

      2.  Market price is to be determined as of the place for tender or, in cases of rejection after arrival or revocation of acceptance, as of the place of arrival.

      (Added to NRS by 1965, 813)

      NRS 104.2714  Buyer’s damages for breach in regard to accepted goods.

      1.  Where the buyer has accepted goods and given notification (subsection 3 of NRS 104.2607) the buyer may recover as damages for any nonconformity of tender the loss resulting in the ordinary course of events from the seller’s breach as determined in any manner which is reasonable.

      2.  The measure of damages for breach of warranty is the difference at the time and place of acceptance between the value of the goods accepted and the value they would have had if they had been as warranted, unless special circumstances show proximate damages of a different amount.

      3.  In a proper case any incidental and consequential damages under the next section may also be recovered.

      (Added to NRS by 1965, 814)

      NRS 104.2715  Buyer’s incidental and consequential damages.

      1.  Incidental damages resulting from the seller’s breach include expenses reasonably incurred in inspection, receipt, transportation and care and custody of goods rightfully rejected, any commercially reasonable charges, expenses or commissions in connection with effecting cover and any other reasonable expense incident to the delay or other breach.

      2.  Consequential damages resulting from the seller’s breach include:

      (a) Any loss resulting from general or particular requirements and needs of which the seller at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; and

      (b) Injury to person or property proximately resulting from any breach of warranty.

      (Added to NRS by 1965, 814)

      NRS 104.2716  Buyer’s right to specific performance or replevin.

      1.  Specific performance may be decreed where the goods are unique or in other proper circumstances.

      2.  The decree for specific performance may include such terms and conditions as to payment of the price, damages or other relief as the court may deem just.

      3.  The buyer has a right of replevin for goods identified to the contract if after reasonable effort the buyer is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family or household purposes, the buyer’s right of replevin vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.

      (Added to NRS by 1965, 814; A 1999, 374)

      NRS 104.2717  Deduction of damages from the price.  The buyer on notifying the seller of his or her intention to do so may deduct all or any part of the damages resulting from any breach of the contract from any part of the price still due under the same contract.

      (Added to NRS by 1965, 814)

      NRS 104.2718  Liquidation or limitation of damages; deposits.

      1.  Damages for breach by either party may be liquidated in the agreement but only at an amount which is reasonable in the light of the anticipated or actual harm caused by the breach, the difficulties of proof of loss, and the inconvenience or nonfeasibility of otherwise obtaining an adequate remedy. A term fixing unreasonably large liquidated damages is void as a penalty.

      2.  Where the seller justifiably withholds delivery of goods because of the buyer’s breach, the buyer is entitled to restitution of any amount by which the sum of his or her payments exceeds:

      (a) The amount to which the seller is entitled by virtue of terms liquidating the seller’s damages in accordance with subsection 1; or

      (b) In the absence of such terms, 20 percent of the value of the total performance for which the buyer is obligated under the contract or $500, whichever is smaller.

      3.  The buyer’s right to restitution under subsection 2 is subject to offset to the extent that the seller establishes:

      (a) A right to recover damages under the provisions of this Article other than subsection 1; and

      (b) The amount or value of any benefits received by the buyer directly or indirectly by reason of the contract.

      4.  Where a seller has received payment in goods their reasonable value or the proceeds of their resale shall be treated as payments for the purposes of subsection 2; but if the seller has notice of the buyer’s breach before reselling goods received in part performance, the seller’s resale is subject to the conditions laid down in this Article on resale by an aggrieved seller (NRS 104.2706).

      (Added to NRS by 1965, 814)

      NRS 104.2719  Contractual modification or limitation of remedy.

      1.  Subject to the provisions of subsections 2 and 3 of this section and of the preceding section on liquidation and limitation of damages:

      (a) The agreement may provide for remedies in addition to or in substitution for those provided in this article and may limit or alter the measure of damages recoverable under this article, as by limiting the buyer’s remedies to return of the goods and repayment of the price or to repair and replacement of nonconforming goods or parts; and

      (b) Resort to a remedy as provided is optional unless the remedy is expressly agreed to be exclusive, in which case it is the sole remedy.

      2.  Where circumstances cause an exclusive or limited remedy to fail of its essential purpose, remedy may be had as provided in this chapter.

      3.  Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.

      (Added to NRS by 1965, 815)

      NRS 104.2720  Effect of “cancellation” or “rescission” on claims for antecedent breach.  Unless the contrary intention clearly appears, expressions of “cancellation” or “rescission” of the contract or the like shall not be construed as a renunciation or discharge of any claim in damages for an antecedent breach.

      (Added to NRS by 1965, 815)

      NRS 104.2721  Remedies for fraud.  Remedies for material misrepresentation or fraud include all remedies available under this article for nonfraudulent breach. Neither rescission or a claim for rescission of the contract for sale nor rejection or return of the goods shall bar or be deemed inconsistent with a claim for damages or other remedy.

      (Added to NRS by 1965, 815)

      NRS 104.2722  Who can sue third parties for injury to goods.  Where a third party so deals with goods which have been identified to a contract for sale as to cause actionable injury to a party to that contract:

      1.  A right of action against the third party is in either party to the contract for sale who has title to or a security interest or a special property or an insurable interest in the goods; and if the goods have been destroyed or converted a right of action is also in the party who either bore the risk of loss under the contract for sale or has since the injury assumed that risk as against the other.

      2.  If at the time of the injury the party plaintiff did not bear the risk of loss as against the other party to the contract for sale and there is no arrangement between them for disposition of the recovery, his or her suit or settlement is, subject to his or her own interest, as a fiduciary for the other party to the contract.

      3.  Either party may with the consent of the other sue for the benefit of whom it may concern.

      (Added to NRS by 1965, 816)

      NRS 104.2723  Proof of market price: Time and place.

      1.  If an action based on anticipatory repudiation comes to trial before the time for performance with respect to some or all of the goods, any damages based on market price (NRS 104.2708 or 104.2713) shall be determined according to the price of such goods prevailing at the time when the aggrieved party learned of the repudiation.

      2.  If evidence of a price prevailing at the times or places described in this Article is not readily available the price prevailing within any reasonable time before or after the time described or at any other place which in commercial judgment or under usage of trade would serve as a reasonable substitute for the one described may be used, making any proper allowance for the cost of transporting the goods to or from such other place.

      3.  Evidence of a relevant price prevailing at a time or place other than the one described in this Article offered by one party is not admissible unless and until the party has given the other party such notice as the court finds sufficient to prevent unfair surprise.

      (Added to NRS by 1965, 816)

      NRS 104.2724  Admissibility of market quotations.  Whenever the prevailing price or value of any goods regularly bought and sold in any established commodity market is in issue, reports in official publications or trade journals or in newspapers or periodicals of general circulation published as the reports of such market shall be admissible in evidence. The circumstances of the preparation of such a report may be shown to affect its weight but not its admissibility.

      (Added to NRS by 1965, 816)

      NRS 104.2725  Statute of limitations in contracts for sale.

      1.  An action for breach of any contract for sale must be commenced within 4 years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than 1 year but may not extend it.

      2.  A cause of action accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach. A breach of warranty occurs when tender of delivery is made, except that where a warranty explicitly extends to future performance of the goods and discovery of the breach must await the time of such performance the cause of action accrues when the breach is or should have been discovered.

      3.  Where an action commenced within the time limited by subsection 1 is so terminated as to leave available a remedy by another action for the same breach such other action may be commenced after the expiration of the time limited and within 6 months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.

      4.  This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action which have accrued before this chapter becomes effective.

      (Added to NRS by 1965, 816)

ARTICLE 3

NEGOTIABLE INSTRUMENTS

Part 1

General Provisions and Definitions

      NRS 104.3101  Short title.  This article may be cited as Uniform Commercial Code—Negotiable Instruments.

      (Added to NRS by 1965, 817; A 1993, 1255; 1995, 1074)

      NRS 104.3102  Subject matter.

      1.  This article applies to negotiable instruments. It does not apply to money, to payment orders governed by article 4A, or to securities governed by article 8.

      2.  If there is conflict between this article and article 4 or 9, articles 4 and 9 govern.

      3.  Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve banks supersede any inconsistent provision of this article to the extent of the inconsistency.

      (Added to NRS by 1965, 818; A 1993, 1257)—(Substituted in revision for NRS 104.3103)

      NRS 104.3103  Definitions.

      1.  In this Article:

      (a) “Acceptor” means a drawee who has accepted a draft.

      (b) “Drawee” means a person ordered in a draft to make payment.

      (c) “Drawer” means a person who signs or is identified in a draft as a person ordering payment.

      (d) “Maker” means a person who signs or is identified in a note as a person undertaking to pay.

      (e) “Order” means a written instruction to pay money signed by the person giving the instruction. The instruction may be addressed to any person, including the person giving the instruction, or to one or more persons jointly or in the alternative but not in succession. An authorization to pay is not an order unless the person authorized to pay is also instructed to pay.

      (f) “Ordinary care” in the case of a person engaged in business means observance of reasonable commercial standards, prevailing in the area in which the person is located, with respect to the business in which the person is engaged. In the case of a bank that takes an instrument for processing for collection or payment by automated means, reasonable commercial standards do not require the bank to examine the instrument if the failure to examine does not violate its prescribed procedures and its procedures do not vary unreasonably from general banking usage not disapproved by this Article or Article 4.

      (g) “Party” means a party to an instrument.

      (h) “Promise” means a written undertaking to pay money signed by the person undertaking to pay. An acknowledgment of an obligation by the obligor is not a promise unless the obligor also undertakes to pay the obligation.

      (i) “Prove” with respect to a fact means to meet the burden of establishing the fact (paragraph (h) of subsection 2 of NRS 104.1201).

      (j) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

      (k) “Remitter” means a person who purchases an instrument from its issuer if the instrument is payable to an identified person other than the purchaser.

      (l) “Remotely-created item” means an item drawn on an account, which is not created by the payor bank and does not bear a signature purporting to be the signature of the drawer.

      2.  Other definitions applying to this Article and the sections in which they appear are:

 

“Acceptance.” NRS 104.3409.

“Accommodated party.” NRS 104.3419.

“Accommodation party.” NRS 104.3419.

“Account.” NRS 104.4104.

“Alteration.” NRS 104.3407.

“Anomalous endorsement.” NRS 104.3205.

“Blank endorsement.” NRS 104.3205.

“Cashier’s check.” NRS 104.3104.

“Certificate of deposit.” NRS 104.3104.

“Certified check.” NRS 104.3409.

“Check.” NRS 104.3104.

“Consideration.” NRS 104.3303.

“Draft.” NRS 104.3104.

“Endorsement.” NRS 104.3204.

“Endorser.” NRS 104.3204.

“Holder in due course.” NRS 104.3302.

“Incomplete instrument.” NRS 104.3115.

“Instrument.” NRS 104.3104.

“Issue.” NRS 104.3105.

“Issuer.” NRS 104.3105.

“Negotiable instrument.” NRS 104.3104.

“Negotiation.” NRS 104.3201.

“Note.” NRS 104.3104.

“Payable at a definite time.” NRS 104.3108.

“Payable on demand.” NRS 104.3108.

“Payable to bearer.” NRS 104.3109.

“Payable to order.” NRS 104.3109.

“Payment.” NRS 104.3602.

“Person entitled to enforce.” NRS 104.3301.

“Presentment.” NRS 104.3501.

“Reacquisition.” NRS 104.3207.

“Special endorsement.” NRS 104.3205.

“Teller’s check.” NRS 104.3104.

“Transfer of instrument.” NRS 104.3203.

“Traveler’s check.” NRS 104.3104.

“Value.” NRS 104.3303.

 

      3.  The following definitions in other Articles apply to this Article:

 

“Bank.” NRS 104.4105.

“Banking day.” NRS 104.4104.

“Clearinghouse.” NRS 104.4104.

“Collecting bank.” NRS 104.4105.

“Customer.” NRS 104.4104.

“Depositary bank.” NRS 104.4105.

“Documentary draft.” NRS 104.4104.

“Intermediary bank.” NRS 104.4105.

“Item.” NRS 104.4104.

“Payor bank.” NRS 104.4105.

“Suspends payments.” NRS 104.4104.

 

      4.  In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.

      (Added to NRS by 1965, 817; A 1993, 1255; 2005, 853, 1995)

      NRS 104.3104  Negotiable instrument.

      1.  Except as otherwise provided in subsections 3 and 4, “negotiable instrument” means an unconditional promise or order to pay a fixed amount of money, with or without interest or other charges described in the promise or order, if it:

      (a) Is payable to bearer or to order at the time it is issued or first comes into possession of a holder;

      (b) Is payable on demand or at a definite time; and

      (c) Does not state any other undertaking or instruction by the person promising or ordering payment to do any act in addition to the payment of money, but the promise or order may contain:

             (1) An undertaking or power to give, maintain or protect collateral to secure payment;

             (2) An authorization or power to the holder to confess judgment or realize on or dispose of collateral; or

             (3) A waiver of the benefit of any law intended for the advantage or protection of an obligor.

      2.  “Instrument” means a negotiable instrument.

      3.  An order that meets all of the requirements of subsection 1, except paragraph (a), and otherwise falls within the definition of “check” in subsection 6 is a negotiable instrument and a check.

      4.  A promise or order other than a check is not an instrument if, at the time it is issued or first comes into possession of a holder, it contains a conspicuous statement, however expressed, to the effect that the promise or order is not negotiable or is not an instrument governed by this article.

      5.  An instrument is a “note” if it is a promise and is a “draft” if it is an order. If an instrument falls within the definition of both “note” and “draft,” a person entitled to enforce the instrument may treat it as either.

      6.  “Check” means:

      (a) A draft, other than a documentary draft, payable on demand and drawn on a bank; or

      (b) A cashier’s check or teller’s check.

Ê An instrument may be a check even though it is described on its face by another term, such as “money order.”

      7.  “Cashier’s check” means a draft with respect to which the drawer and drawee are the same bank or branches of the same bank.

      8.  “Teller’s check” means a draft drawn by a bank:

      (a) On another bank; or

      (b) Payable at or through a bank.

      9.  “Traveler’s check” means an instrument that:

      (a) Is payable on demand;

      (b) Is drawn on or payable at or through a bank;

      (c) Is designated by the term “traveler’s check” or by a substantially similar term; and

      (d) Requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the instrument.

      10.  “Certificate of deposit” means an instrument containing an acknowledgment by a bank that a sum of money has been received by the bank and a promise by the bank to repay the sum of money. A certificate of deposit is a note of the bank.

      (Added to NRS by 1965, 818; A 1993, 1257)

      NRS 104.3105  Issue of instrument.

      1.  “Issue” means the first delivery of an instrument by the maker or drawer, whether to a holder or nonholder, for the purpose of giving rights on the instrument to any person.

      2.  An unissued instrument, or an unissued incomplete instrument that is completed, is binding on the maker or drawer, but nonissuance is a defense. An instrument that is conditionally issued or is issued for a special purpose is binding on the maker or drawer, but failure of the condition or special purpose to be fulfilled is a defense.

      3.  “Issuer” applies to issued and unissued instruments and means a maker or drawer of an instrument.

      (Added to NRS by 1965, 819; A 1989, 610; 1993, 1260)—(Substituted in revision for NRS 104.3106)

      NRS 104.3106  Unconditional promise or order.

      1.  Except as otherwise provided in this section, for the purposes of subsection 1 of NRS 104.3104, a promise or order is unconditional unless it states:

      (a) An express condition to payment;

      (b) That the promise or order is subject to or governed by another record; or

      (c) That rights or obligations with respect to the promise or order are stated in another record.

Ê A reference to another record does not of itself make the promise or order conditional.

      2.  A promise or order is not made conditional by a reference to another record for a statement of rights with respect to collateral, prepayment or acceleration, or because payment is limited to resort to a particular fund or source.

      3.  If a promise or order requires, as a condition to payment, a countersignature by a person whose specimen signature appears on the promise or order, the condition does not make the promise or order conditional for the purposes of subsection 1 of NRS 104.3104. If the person whose specimen signature appears on an instrument fails to countersign the instrument, the failure to countersign is a defense to the obligation of the issuer, but the failure does not prevent a transferee of the instrument from becoming a holder of the instrument.

      4.  If a promise or order at the time it is issued or first comes into possession of a holder contains a statement, required by applicable statutory or administrative law, to the effect that the rights of a holder or transferee are subject to claims or defenses that the issuer could assert against the original payee, the promise or order is not thereby made conditional for the purposes of subsection 1 of NRS 104.3104; but if the promise or order is an instrument, there cannot be a holder in due course of the instrument.

      (Added to NRS by 1965, 818; A 1993, 1259; 2005, 1997)

      NRS 104.3107  Instrument payable in foreign money.  Unless the instrument otherwise provides, an instrument that states the amount payable in foreign money may be paid in the foreign money or in an equivalent amount in dollars calculated by using the current bank-offered spot rate at the place of payment for the purchase of dollars on the day on which the instrument is paid.

      (Added to NRS by 1965, 819; A 1993, 1261)

      NRS 104.3108  Payable on demand or at definite time.

      1.  A promise or order is “payable on demand” if it:

      (a) States that it is payable on demand or at sight;

      (b) Otherwise indicates that it is payable at the will of the holder; or

      (c) Does not state any time of payment.

      2.  A promise or order is “payable at a definite time” if it is payable on elapse of a definite period of time after sight or acceptance or at a fixed date or dates or at a time or times readily ascertainable at the time the promise or order is issued, subject to rights of prepayment, acceleration, extension at the option of the holder or extension to a further definite time at the option of the maker or acceptor or automatically upon or after a specified act or event.

      3.  If an instrument, payable at a fixed date, is also payable upon demand made before the fixed date, the instrument is payable on demand until the fixed date and, if demand for payment is not made before that date, becomes payable at a definite time on the fixed date.

      (Added to NRS by 1965, 819; A 1993, 1261)

      NRS 104.3109  Payable to bearer or to order.

      1.  A promise or order is payable to bearer if it:

      (a) States that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment;

      (b) Does not state a payee; or

      (c) States that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person.

      2.  A promise or order that is not payable to bearer is payable to order if it is payable to the order of an identified person or to an identified person or order. A promise or order that is payable to order is payable to the identified person.

      3.  An instrument payable to bearer may become payable to an identified person if it is specially endorsed pursuant to subsection 1 of NRS 104.3205. An instrument payable to an identified person may become payable to bearer if it is endorsed in blank pursuant to subsection 2 of NRS 104.3205.

      (Added to NRS by 1965, 820; A 1993, 1262)—(Substituted in revision for NRS 104.3110)

      NRS 104.3110  Identification of person to whom instrument is payable.

      1.  The person to whom an instrument is initially payable is determined by the intent of the person, whether or not authorized, signing as, or in the name or behalf of, the issuer of the instrument. The instrument is payable to the person intended by the signer even if that person is identified in the instrument by a name or other identification that is not that of the intended person. If more than one person signs in the name or behalf of the issuer of an instrument and all the signers do not intend the same person as payee, the instrument is payable to any person intended by one or more of the signers.

      2.  If the signature of the issuer of an instrument is made by automated means, such as a check-writing machine, the payee of the instrument is determined by the intent of the person who supplied the name or identification of the payee, whether or not authorized to do so.

      3.  A person to whom an instrument is payable may be identified in any way, including by name, identifying number, office or account number. For the purpose of determining the holder of an instrument, the following rules apply:

      (a) If an instrument is payable to an account and the account is identified only by number, the instrument is payable to the person to whom the account is payable. If an instrument is payable to an account identified by number and by the name of a person, the instrument is payable to the named person, whether or not that person is the owner of the account identified by number.

      (b) If an instrument is payable to:

             (1) A trust, an estate, or a person described as trustee or representative of a trust or estate, the instrument is payable to the trustee, the representative, or a successor of either, whether or not the beneficiary or estate is also named;

             (2) A person described as agent or similar representative of a named or identified person, the instrument is payable to the represented person, the representative or a successor of the representative;

             (3) A fund or organization that is not a legal entity, the instrument is payable to a representative of the members of the fund or organization; or

             (4) An office or to a person described as holding an office, the instrument is payable to the named person, the incumbent of the office or a successor to the incumbent.

      4.  If an instrument is payable to two or more persons alternatively, it is payable to any of them and may be negotiated, discharged or enforced by any or all of them in possession of the instrument. If an instrument is payable to two or more persons not alternatively, it is payable to all of them and may be negotiated, discharged or enforced only by all of them. If an instrument payable to two or more persons is ambiguous as to whether it is payable to the persons alternatively, the instrument is payable to the persons alternatively.

      (Added to NRS by 1965, 819; A 1993, 1261)—(Substituted in revision for NRS 104.3109)

      NRS 104.3111  Place of payment.  Except as otherwise provided for items in article 4, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker.

      (Added to NRS by 1965, 820; A 1993, 1263)

      NRS 104.3112  Interest.

      1.  Unless otherwise provided in the instrument:

      (a) An instrument is not payable with interest; and

      (b) Interest on an interest-bearing instrument is payable from the date of the instrument.

      2.  Interest may be stated in an instrument as a fixed or variable amount of money or it may be expressed as a fixed or variable rate or rates. The amount or rate of interest may be stated or described in the instrument in any manner and may require reference to information not contained in the instrument. If an instrument provides for interest, but the amount of interest payable cannot be ascertained from the description, interest is payable at the judgment rate in effect at the place of payment of the instrument and at the time interest first accrues.

      (Added to NRS by 1965, 820; A 1993, 1263)

      NRS 104.3113  Date of instrument.

      1.  An instrument may be antedated or postdated. The date stated determines the time of payment if the instrument is payable at a fixed period after date. Except as otherwise provided in subsection 3 of NRS 104.4401, an instrument payable on demand is not payable before the date of the instrument.

      2.  If an instrument is undated, its date is the date of its issue or, in the case of an unissued instrument, the date it first comes into possession of a holder.

      (Added to NRS by 1965, 821; A 1993, 1264)—(Substituted in revision for NRS 104.3114)

      NRS 104.3114  Contradictory terms of instrument.  If an instrument contains contradictory terms, typewritten terms prevail over printed terms, handwritten terms prevail over both, and words prevail over numbers.

      (Added to NRS by 1965, 821; A 1993, 1264)—(Substituted in revision for NRS 104.3113)

      NRS 104.3115  Incomplete instruments.

      1.  “Incomplete instrument” means a signed writing, whether or not issued by the signer, the contents of which show at the time of signing that it is incomplete but that the signer intended it to be completed by the addition of words or numbers.

      2.  Except as otherwise provided in subsection 3, if an incomplete instrument is an instrument under NRS 104.3104, it may be enforced according to its terms if it is not completed, or according to its terms as augmented by completion. If an incomplete instrument is not an instrument under NRS 104.3104, but, after completion, the requirements of NRS 104.3104 are met, the instrument may be enforced according to its terms as augmented by completion.

      3.  If words or numbers are added to an incomplete instrument without authority of the signer, there is an alteration of the incomplete instrument under NRS 104.3407.

      4.  The burden of establishing that words or numbers were added to an incomplete instrument without authority of the signer is on the person asserting the lack of authority.

      (Added to NRS by 1965, 821; A 1993, 1264)

      NRS 104.3116  Joint and several liability; contribution.

      1.  Except as otherwise provided in the instrument, two or more persons who have the same liability on an instrument as makers, drawers, acceptors, endorsers who endorse as joint payees, or anomalous endorsers are jointly and severally liable in the capacity in which they sign.

      2.  Except as otherwise provided in subsection 6 of NRS 104.3419 or by agreement of the affected parties, a party having joint and several liability who pays the instrument is entitled to receive from any party having the same joint and several liability contribution in accordance with applicable law.

      3.  Discharge of one party having joint and several liability by a person entitled to enforce the instrument does not affect the right under subsection 2 of a party having the same joint and several liability to receive contribution from the party discharged.

      (Added to NRS by 1965, 821; A 1993, 1265; 2005, 1997)

      NRS 104.3117  Other agreements affecting instrument.  Subject to applicable law regarding exclusion of proof of contemporaneous or previous agreements, the obligation of a party to an instrument to pay the instrument may be modified, supplemented or nullified by a separate agreement of the obligor and a person entitled to enforce the instrument, if the instrument is issued or the obligation is incurred in reliance on the agreement or as part of the same transaction giving rise to the agreement. To the extent an obligation is modified, supplemented or nullified by an agreement under this section, the agreement is a defense to the obligation.

      (Added to NRS by 1965, 822; A 1993, 1267)—(Substituted in revision for NRS 104.3119)

      NRS 104.3118  Statute of limitations.

      1.  Except as otherwise provided in subsection 5, an action to enforce the obligation of a party to pay a note payable at a definite time must be commenced within 6 years after the due date or dates stated in the note or, if a due date is accelerated, within 6 years after the accelerated due date.

      2.  Except as otherwise provided in subsection 4 or 5, if demand for payment is made to the maker of a note payable on demand, an action to enforce the obligation of a party to pay the note must be commenced within 6 years after the demand. If no demand for payment is made to the maker, an action to enforce the note is barred if neither principal nor interest on the note has been paid for a continuous period of 10 years.

      3.  Except as otherwise provided in subsection 4, an action to enforce the obligation of a party to an unaccepted draft to pay the draft must be commenced within 3 years after dishonor of the draft or 10 years after the date of the draft, whichever period expires first.

      4.  An action to enforce the obligation of the acceptor of a certified check or the issuer of a teller’s check, cashier’s check or traveler’s check must be commenced within 3 years after demand for payment is made to the acceptor or issuer, as the case may be.

      5.  An action to enforce the obligation of a party to a certificate of deposit to pay the instrument must be commenced within 6 years after demand for payment is made to the maker, but if the instrument states a due date and the maker is not required to pay before that date, the 6-year period begins when a demand for payment is in effect and the due date has passed.

      6.  An action to enforce the obligation of a party to pay an accepted draft, other than a certified check, must be commenced:

      (a) Within 6 years after the due date or dates stated in the draft or acceptance if the obligation of the acceptor is payable at a definite time; or

      (b) Within 6 years after the date of the acceptance if the obligation of the acceptor is payable on demand.

      7.  Unless governed by other law regarding claims for indemnity or contribution, an action for conversion of an instrument, for money had and received, or like action based on conversion, for breach of warranty, or to enforce an obligation, duty or right arising under this article and not governed by this section must be commenced within 3 years after the cause of action accrues.

      (Added to NRS by 1965, 821; A 1993, 1265)—(Substituted in revision for NRS 104.3117)

      NRS 104.3119  Notice of right to defend action.  In an action for breach of an obligation for which a third person is answerable over pursuant to this Article or Article 4, the defendant may give the third person notice of the litigation in a record, and the person notified may then give similar notice to any other person who is answerable over. If the notice states that the person notified may come in and defend and that failure to do so will bind the person notified in an action later brought by the person giving the notice as to any determination of fact common to the two litigations, the person notified is so bound unless after seasonable receipt of the notice the person notified does come in and defend.

      (Added to NRS by 1965, 821; A 1993, 1266; 2005, 1998)

Part 2

Negotiation, Transfer and Endorsement

      NRS 104.3201  Negotiation.

      1.  “Negotiation” means a transfer of possession, whether voluntary or involuntary, of an instrument by a person other than the issuer to a person who thereby becomes its holder.

      2.  Except for negotiation by a remitter, if an instrument is payable to an identified person, negotiation requires transfer of possession of the instrument and its endorsement by the holder. If an instrument is payable to bearer, it may be negotiated by transfer of possession alone.

      (Added to NRS by 1965, 823; A 1993, 1268)—(Substituted in revision for NRS 104.3202)

      NRS 104.3202  Negotiation subject to rescission.

      1.  Negotiation is effective even if obtained:

      (a) From an infant, a corporation exceeding its powers or a person without capacity;

      (b) By fraud, duress or mistake; or

      (c) In breach of duty or as part of an illegal transaction.

      2.  To the extent permitted by other law, negotiation may be rescinded or may be subject to other remedies, but those remedies may not be asserted against a subsequent holder in due course or a person paying the instrument in good faith and without knowledge of facts that are a basis for rescission or other remedy.

      (Added to NRS by 1965, 824; A 1993, 1271)—(Substituted in revision for NRS 104.3207)

      NRS 104.3203  Transfer of instrument; rights acquired by transfer.

      1.  An instrument is transferred when it is delivered by a person other than its issuer for the purpose of giving to the person receiving delivery the right to enforce the instrument.

      2.  Transfer of an instrument, whether or not the transfer is a negotiation, vests in the transferee any right of the transferor to enforce the instrument, including any right as a holder in due course, but the transferee cannot acquire rights of a holder in due course by a transfer, directly or indirectly, from a holder in due course if the transferee engaged in fraud or illegality affecting the instrument.

      3.  Unless otherwise agreed, if an instrument is transferred for value and the transferee does not become a holder because of lack of endorsement by the transferor, the transferee has a specifically enforceable right to the unqualified endorsement of the transferor, but negotiation of the instrument does not occur until the endorsement is made.

      4.  If a transferor purports to transfer less than the entire instrument, negotiation of the instrument does not occur. The transferee obtains no rights under this article and has only the rights of a partial assignee.

      (Added to NRS by 1965, 823; A 1993, 1267)—(Substituted in revision for NRS 104.3201)

      NRS 104.3204  Endorsement.

      1.  “Endorsement” means a signature, other than that of a signer as maker, drawer or acceptor, that alone or accompanied by other words is made on an instrument for the purpose of negotiating the instrument, restricting payment of the instrument, or incurring endorser’s liability on the instrument, but regardless of the intent of the signer, a signature and its accompanying words are an endorsement unless the accompanying words, terms of the instrument, place of the signature, or other circumstances unambiguously indicate that the signature was made for a purpose other than endorsement. For the purpose of determining whether a signature is made on an instrument, a paper affixed to the instrument is a part of the instrument.

      2.  “Endorser” means a person who makes an endorsement.

      3.  For the purpose of determining whether the transferee of an instrument is a holder, an endorsement that transfers a security interest in the instrument is effective as an unqualified endorsement of the instrument.

      4.  If an instrument is payable to a holder under a name that is not the holder’s own, endorsement may be made by the holder in the name stated in the instrument or in his or her own name, or both, but signature in both names may be required by a person paying or taking the instrument for value or collection.

      (Added to NRS by 1965, 823; A 1993, 1268)—(Substituted in revision for NRS 104.3203)

      NRS 104.3205  Special endorsement; blank endorsement; anomalous endorsement.

      1.  If an endorsement is made by the holder of an instrument, whether payable to an identified person or payable to bearer, and the endorsement identifies a person to whom it makes the instrument payable, it is a “special endorsement.” When specially endorsed, an instrument becomes payable to the identified person and may be negotiated only by the endorsement of that person. The principles stated in NRS 104.3110 apply to special endorsements.

      2.  If an endorsement is made by the holder of an instrument and it is not a special endorsement, it is a “blank endorsement.” When endorsed in blank, an instrument becomes payable to bearer and may be negotiated by transfer of possession alone until specially endorsed.

      3.  The holder may convert a blank endorsement that consists only of a signature into a special endorsement by writing, above the signature of the endorser, words identifying the person to whom the instrument is made payable.

      4.  “Anomalous endorsement” means an endorsement made by a person who is not the holder of the instrument. An anomalous endorsement does not affect the manner in which the instrument may be negotiated.

      (Added to NRS by 1965, 823; A 1993, 1269)—(Substituted in revision for NRS 104.3204)

      NRS 104.3206  Restrictive endorsement.

      1.  An endorsement limiting payment to a particular person or otherwise prohibiting further transfer or negotiation of the instrument is not effective to prevent further transfer or negotiation of the instrument.

      2.  An endorsement stating a condition to the right of the endorsee to receive payment does not affect the right of the endorsee to enforce the instrument. A person paying the instrument or taking it for value or collection may disregard the condition, and the rights and liabilities of that person are not affected by whether the condition has been fulfilled.

      3.  If an instrument bears an endorsement described in subsection 2 of NRS 104.4201 or in blank or to a particular bank using the words “for deposit,” “for collection,” or other words indicating a purpose of having the instrument collected by a bank for the endorser or for a particular account, the following rules apply:

      (a) A person, other than a bank, who purchases the instrument when so endorsed converts the instrument unless the amount paid for the instrument is received by the endorser or applied consistently with the endorsement.

      (b) A depositary bank that purchases the instrument or takes it for collection when so endorsed converts the instrument unless the amount paid by the bank with respect to the instrument is received by the endorser or applied consistently with the endorsement.

      (c) A payor bank that is also the depositary bank or that takes the instrument for immediate payment over the counter from a person other than a collecting bank converts the instrument unless the proceeds of the instrument are received by the endorser or applied consistently with the endorsement.

      (d) Except as otherwise provided in paragraph (c), a payor bank or intermediary bank may disregard the endorsement and is not liable if the proceeds of the instrument are not received by the endorser or applied consistently with the endorsement.

      4.  Except for an endorsement covered by subsection 3, if an instrument bears an endorsement using words to the effect that payment is to be made to the endorsee as agent, trustee or other fiduciary for the benefit of the endorser or another person, the following rules apply:

      (a) Unless there is notice of breach of fiduciary duty as provided in NRS 104.3307, a person who purchases the instrument from the endorsee or takes the instrument from the endorsee for collection or payment may pay the proceeds of payment or the value given for the instrument to the endorsee without regard to whether the endorsee violates a fiduciary duty to the endorser.

      (b) A subsequent transferee of the instrument or person who pays the instrument is neither given notice nor otherwise affected by the restriction in the endorsement unless the transferee or payor knows that the fiduciary dealt with the instrument or its proceeds in breach of fiduciary duty.

      5.  The presence of an instrument of an endorsement to which this section applies does not prevent a purchaser of the instrument from becoming a holder in due course of the instrument unless the purchaser is a converter under subsection 3 or has notice or knowledge of breach of fiduciary duty as stated in subsection 4.

      6.  In an action to enforce the obligation of a party to pay the instrument, the obligor has a defense if payment would violate an endorsement to which this section applies and the payment is not permitted by this section.

      (Added to NRS by 1965, 823; A 1993, 1269)—(Substituted in revision for NRS 104.3205)

      NRS 104.3207  Reacquisition.  Reacquisition of an instrument occurs if it is transferred to a former holder, by negotiation or otherwise. A former holder who reacquires the instrument may cancel endorsements made after the reacquirer first became a holder of the instrument. If the cancellation causes the instrument to be payable to the reacquirer or to bearer, the reacquirer may negotiate the instrument. An endorser whose endorsement is cancelled is discharged, and the discharge is effective against any subsequent holder.

      (Added to NRS by 1965, 824; A 1993, 1270)—(Substituted in revision for NRS 104.3206)

Part 3

Enforcement of Instruments

      NRS 104.3301  Person entitled to enforce instrument.

      1.  “Person entitled to enforce” an instrument means:

      (a) The holder of the instrument;

      (b) A nonholder in possession of the instrument who has the rights of a holder; or

      (c) A person not in possession of the instrument who is entitled to enforce the instrument pursuant to NRS 104.3309 or subsection 4 of NRS 104.3418.

      2.  A person may be a person entitled to enforce the instrument even though the person is not the owner of the instrument or is in wrongful possession of the instrument.

      (Added to NRS by 1965, 825; A 1993, 1272)

      NRS 104.3302  Holder in due course.

      1.  Except as otherwise provided in subsection 3 of this section and subsection 4 of NRS 104.3106, “holder in due course” means the holder of an instrument if:

      (a) The instrument when issued or negotiated to the holder does not bear such apparent evidence of forgery or alteration or is not otherwise so irregular or incomplete as to call into question its authenticity; and

      (b) The holder took the instrument:

             (1) For value;

             (2) In good faith;

             (3) Without notice that the instrument is overdue or has been dishonored or that there is an uncured default with respect to payment of another instrument issued as part of the same series;

             (4) Without notice that the instrument contains an unauthorized signature or has been altered;

             (5) Without notice of any claim to the instrument described in NRS 104.3306; and

             (6) Without notice that any party has a defense or claim in recoupment described in subsection 1 of NRS 104.3305.

      2.  Notice of discharge of a party, other than discharge in an insolvency proceeding, is not notice of a defense under subsection 1, but discharge is effective against a person who became a holder in due course with notice of the discharge. Public filing or recording of a document does not of itself constitute notice of a defense, claim in recoupment or claim to the instrument.

      3.  Except to the extent a transferor or predecessor in interest has rights as a holder in due course, a person does not acquire rights of a holder in due course of an instrument taken:

      (a) By legal process or by purchase in an execution, bankruptcy, or creditor’s sale or similar proceeding;

      (b) By purchase as part of a bulk transaction not in ordinary course of business of the transferor; or

      (c) As the successor in interest to an estate or other organization.

      4.  If, under paragraph (a) of subsection 1 of NRS 104.3303, the promise of performance that is the consideration for an instrument has been partially performed, the holder may assert rights as a holder in due course of the instrument only to the fraction of the amount payable under the instrument equal to the value of the partial performance divided by the value of the promised performance.

      5.  If the person entitled to enforce an instrument has only a security interest in the instrument and the person obliged to pay the instrument has a defense, claim in recoupment or claim to the instrument that may be asserted against the person who granted the security interest, the person entitled to enforce the instrument may assert rights as a holder in due course only to an amount payable under the instrument which, at the time of enforcement of the instrument, does not exceed the amount of the unpaid obligation secured.

      6.  To be effective, notice must be received at a time and in a manner that gives a reasonable opportunity to act on it.

      7.  This section is subject to any law limiting status as a holder in due course in particular classes of transactions.

      (Added to NRS by 1965, 825; A 1993, 1272)

      NRS 104.3303  Value and consideration.

      1.  An instrument is issued or transferred for value if:

      (a) The instrument is issued or transferred for a promise of performance, to the extent the promise has been performed;

      (b) The transferee acquires a security interest or other lien in the instrument other than a lien obtained by judicial proceeding;

      (c) The instrument is issued or transferred as payment of, or as security for, an antecedent claim against any person, whether or not the claim is due;

      (d) The instrument is issued or transferred in exchange for a negotiable instrument; or

      (e) The instrument is issued or transferred in exchange for the incurring of an irrevocable obligation to a third party by the person taking the instrument.

      2.  “Consideration” means any consideration sufficient to support a simple contract. The drawer or maker of an instrument has a defense if the instrument is issued without consideration. If an instrument is issued for a promise of performance, the issuer has a defense to the extent performance of the promise is due and the promise has not been performed. If an instrument is issued for value as stated in subsection 1, the instrument is also issued for consideration.

      (Added to NRS by 1965, 825; A 1993, 1273)

      NRS 104.3304  Overdue instrument.

      1.  An instrument payable on demand becomes overdue at the earliest of the following times:

      (a) On the day after the day demand for payment is duly made;

      (b) If the instrument is a check, 90 days after its date; or

      (c) If the instrument is not a check, when the instrument has been outstanding for a period of time after its date which is unreasonably long under the circumstances of the particular case in light of the nature of the instrument and usage of the trade.

      2.  With respect to an instrument payable at a definite time the following rules apply:

      (a) If the principal is payable in installments and a due date has not been accelerated, the instrument becomes overdue upon default under the instrument for nonpayment of an installment, and the instrument remains overdue until the default is cured.

      (b) If the principal is not payable in installments and the due date has not been accelerated, the instrument becomes overdue on the day after the due date.

      (c) If a due date with respect to principal has been accelerated, the instrument becomes overdue on the day after the accelerated due date.

      3.  Unless the due date of principal has been accelerated, an instrument does not become overdue if there is default in payment of interest but no default in payment of principal.

      (Added to NRS by 1965, 825; A 1993, 1274)

      NRS 104.3305  Defenses and claims in recoupment.

      1.  Except as otherwise provided in this section, the right to enforce the obligation of a party to pay an instrument is subject to the following:

      (a) A defense of the obligor based on:

             (1) Infancy of the obligor to the extent it is a defense to a simple contract;

             (2) Duress, lack of legal capacity or illegality of the transaction which, under other law, nullifies the obligation of the obligor;

             (3) Fraud that induced the obligor to sign the instrument with neither knowledge nor reasonable opportunity to learn of its character or its essential terms; or

             (4) Discharge of the obligor in insolvency proceedings;

      (b) A defense of the obligor stated in another section of this Article or a defense of the obligor that would be available if the person entitled to enforce the instrument were enforcing a right to payment under a simple contract; and

      (c) A claim in recoupment of the obligor against the original payee of the instrument if the claim arose from the transaction that gave rise to the instrument; but the claim of the obligor may be asserted against a transferee of the instrument only to reduce the amount owing on the instrument at the time the action is brought.

      2.  The right of a holder in due course to enforce the obligation of a party to pay the instrument is subject to defenses of the obligor stated in paragraph (a) of subsection 1, but is not subject to defenses of the obligor stated in paragraph (b) of subsection 1 or claims in recoupment stated in paragraph (c) of subsection 1 against a person other than the holder.

      3.  Except as otherwise provided in subsection 4, in an action to enforce the obligation of a party to pay the instrument, the obligor may not assert against the person entitled to enforce the instrument a defense, claim in recoupment or claim to the instrument (NRS 104.3306) of another person, but the other person’s claim to the instrument may be asserted by the obligor if the other person is joined in the action and personally asserts the claim against the person entitled to enforce the instrument. An obligor is not obliged to pay the instrument if the person seeking enforcement of the instrument does not have rights of a holder in due course and the obligor proves that the instrument is a lost or stolen instrument.

      4.  In an action to enforce the obligation of an accommodation party to pay an instrument, the accommodation party may assert against the person entitled to enforce the instrument any defense or claim in recoupment under subsection 1 that the accommodated party could assert against the person entitled to enforce the instrument, except the defenses of discharge in insolvency proceedings, infancy and lack of legal capacity.

      (Added to NRS by 1965, 826; A 1993, 1275; 2005, 1998)

      NRS 104.3306  Claims to an instrument.  A person taking an instrument, other than a person having rights of a holder in due course, is subject to a claim of a property or possessory right in the instrument or its proceeds, including a claim to rescind a negotiation and to recover the instrument or its proceeds. A person having rights of a holder in due course takes free of the claim to the instrument.

      (Added to NRS by 1965, 826; A 1993, 1276)

      NRS 104.3307  Notice of breach of fiduciary duty.

      1.  In this section:

      (a) “Fiduciary” means an agent, trustee, partner, corporate officer or director, or other representative owing a fiduciary duty with respect to an instrument.

      (b) “Represented person” means the principal, beneficiary, partnership, corporation or other person to whom the duty stated in paragraph (a) is owed.

      2.  If an instrument is taken from a fiduciary for payment or collection or for value, the taker has knowledge of the fiduciary status of the fiduciary, and the represented person makes a claim to the instrument or its proceeds on the basis that the transaction of the fiduciary is a breach of fiduciary duty, the following rules apply:

      (a) Notice of breach of fiduciary duty by the fiduciary is notice of the claim of the represented person.

      (b) In the case of an instrument payable to the represented person or the fiduciary as such, the taker has notice of the breach of fiduciary duty if the instrument is:

             (1) Taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary;

             (2) Taken in a transaction known by the taker to be for the personal benefit of the fiduciary; or

             (3) Deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.

      (c) If an instrument is issued by the represented person or the fiduciary as such, and made payable to the fiduciary personally, the taker does not have notice of the breach of fiduciary duty unless the taker knows of the breach of fiduciary duty.

      (d) If an instrument is issued by the represented person or the fiduciary as such, to the taker as payee, the taker has notice of the breach of fiduciary duty if the instrument is:

             (1) Taken in payment of or as security for a debt known by the taker to be the personal debt of the fiduciary;

             (2) Taken in a transaction known by the taker to be for the personal benefit of the fiduciary; or

             (3) Deposited to an account other than an account of the fiduciary, as such, or an account of the represented person.

      (Added to NRS by 1993, 1243)

      NRS 104.3308  Proof of signatures and status as holder in due course.

      1.  In an action with respect to an instrument, the authenticity of, and authority to make, each signature on the instrument is admitted unless specifically denied in the pleadings. If the validity of a signature is denied in the pleadings, the burden of establishing validity is on the person claiming validity, but the signature is presumed to be authentic and authorized unless the action is to enforce the liability of the purported signer and the signer is dead or incompetent at the time of trial of the issue of validity of the signature. If an action to enforce the instrument is brought against a person as the undisclosed principal of a person who signed the instrument as a party to the instrument, the plaintiff has the burden of establishing that the defendant is liable on the instrument as a represented person under subsection 1 of NRS 104.3402.

      2.  If the validity of signatures is admitted or proved and there is compliance with subsection 1, a plaintiff producing the instrument is entitled to payment if the plaintiff proves entitlement to enforce the instrument under NRS 104.3301, unless the defendant proves a defense or claim in recoupment. If a defense or claim in recoupment is proved, the right to payment of the plaintiff is subject to the defense or claim, except to the extent the plaintiff proves that he or she has rights of a holder in due course which are not subject to the defense or claim.

      (Added to NRS by 1965, 827; A 1993, 1276)—(Substituted in revision for NRS 104.3307)

      NRS 104.3309  Enforcement of lost, destroyed or stolen instrument.

      1.  A person not in possession of an instrument is entitled to enforce the instrument if:

      (a) The person seeking to enforce the instrument:

             (1) Was entitled to enforce the instrument when loss of possession occurred; or

             (2) Has directly or indirectly acquired ownership of the instrument from a person who was entitled to enforce the instrument when loss of possession occurred;

      (b) The loss of possession was not the result of a transfer by the person or a lawful seizure; and

      (c) The person cannot reasonably obtain possession of the instrument because the instrument was destroyed, its whereabouts cannot be determined, or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process.

      2.  A person seeking enforcement of an instrument under subsection 1 must prove the terms of the instrument and his or her right to enforce the instrument. If that proof is made, NRS 104.3308 applies to the case as if the person seeking enforcement had produced the instrument. The court may not enter judgment in favor of the person seeking enforcement unless it finds that the person required to pay the instrument is adequately protected against loss that might occur by reason of a claim by another person to enforce the instrument. Adequate protection may be provided by any reasonable means.

      (Added to NRS by 1993, 1244; A 2005, 1999)

      NRS 104.3310  Effect of instrument on obligation for which taken.

      1.  Unless otherwise agreed, if a certified check, cashier’s check or teller’s check is taken for an obligation, the obligation is discharged to the same extent discharge would result if an amount of money equal to the amount of the instrument were taken in payment of the obligation. Discharge of the obligation does not affect any liability that the obligor may have as an endorser of the instrument.

      2.  Unless otherwise agreed and except as otherwise provided in subsection 1, if a note or an uncertified check is taken for an obligation, the obligation is suspended to the same extent the obligation would be discharged if an amount of money equal to the amount of the instrument were taken, and the following rules apply:

      (a) In the case of an uncertified check, suspension of the obligation continues until dishonor of the check or until it is paid or certified. Payment or certification of the check results in discharge of the obligation to the extent of the amount of the check.

      (b) In the case of a note, suspension of the obligation continues until dishonor of the note or until it is paid. Payment of the note results in discharge of the obligation to the extent of the payment.

      (c) Except as otherwise provided in paragraph (d), if the check or note is dishonored and the obligee of the obligation for which the instrument was taken is the person entitled to enforce the instrument, the obligee may enforce either the instrument or the obligation. In the case of an instrument of a third person which is negotiated to the obligee by the obligor, discharge of the obligor on the instrument also discharges the obligation.

      (d) If the person entitled to enforce the instrument taken for an obligation is a person other than the obligee, the obligee may not enforce the obligation to the extent the obligation is suspended. If the obligee is the person entitled to enforce the instrument but no longer has possession of it because it was lost, stolen or destroyed, the obligation may not be enforced to the extent of the amount payable on the instrument, and to that extent the obligee’s rights against the obligor are limited to enforcement of the instrument.

      3.  If an instrument other than one described in subsection 1 or 2 is taken for an obligation, the effect is:

      (a) That stated in subsection 1 if the instrument is one on which a bank is liable as maker or acceptor; or

      (b) That stated in subsection 2 in any other case.

      (Added to NRS by 1993, 1245)

      NRS 104.3311  Accord and satisfaction by use of instrument.

      1.  If a person against whom a claim is asserted proves that he or she in good faith tendered an instrument to the claimant as full satisfaction of the claim, the amount of the claim was unliquidated or subject to a bona fide dispute, and the claimant obtained payment of the instrument, subsections 2, 3 and 4 apply.

      2.  Unless subsection 3 applies, the claim is discharged if the person against whom the claim is asserted proves that the instrument or an accompanying written communication contained a conspicuous statement to the effect that the instrument was tendered as full satisfaction of the claim.

      3.  Except as otherwise provided in subsection 4, a claim is not discharged under subsection 2 if either of the following applies:

      (a) The claimant, if an organization, proves that:

             (1) Within a reasonable time before the tender, the claimant sent a conspicuous statement to the person against whom the claim is asserted that communications concerning disputed debts, including an instrument tendered as full satisfaction of a debt, are to be sent to a designated person, office or place; and

             (2) The instrument or accompanying communication was not received by that designated person, office or place.

      (b) The claimant, whether or not an organization, proves that within 90 days after payment of the instrument, the claimant tendered repayment of the amount of the instrument to the person against whom the claim is asserted. This paragraph does not apply if the claimant is an organization that sent a statement complying with subparagraph (1) of paragraph (a).

      4.  A claim is discharged if the person against whom the claim is asserted proves that within a reasonable time before collection of the instrument was initiated, the claimant, or an agent of the claimant having direct responsibility with respect to the disputed obligation, knew that the instrument was tendered in full satisfaction of the claim.

      (Added to NRS by 1993, 1245)

      NRS 104.3312  Lost, destroyed or stolen cashier’s check, teller’s check or certified check.

      1.  In this section:

      (a) “Check” means a cashier’s check, teller’s check or certified check.

      (b) “Claimant” means a person who claims the right to receive the amount of a cashier’s check, teller’s check or certified check that was lost, destroyed or stolen.

      (c) “Declaration of loss” means a statement, made in a record under penalty of perjury, to the effect that:

             (1) The declarer lost possession of a check;

             (2) The declarer is the drawer or payee of the check, in the case of a certified check, or the remitter or payee of the check, in the case of a cashier’s check or teller’s check;

             (3) The loss of possession was not the result of a transfer by the declarer or a lawful seizure; and

             (4) The declarer cannot reasonably obtain possession of the check because the check was destroyed, its whereabouts cannot be determined, or it is in the wrongful possession of an unknown person or a person that cannot be found or is not amenable to service of process.

      (d) “Obligated bank” means the issuer of a cashier’s check or teller’s check or the acceptor of a certified check.

      2.  A claimant may assert a claim to the amount of a check by a communication to the obligated bank describing the check with reasonable certainty and requesting payment of the amount of the check, if:

      (a) The claimant is the drawer or payee of a certified check or the remitter or payee of a cashier’s check or teller’s check;

      (b) The communication contains or is accompanied by a declaration of loss of the claimant with respect to the check;

      (c) The communication is received at a time and in a manner affording the bank a reasonable time to act on it before the check is paid; and

      (d) The claimant provides reasonable identification if requested by the obligated bank.

      3.  Delivery of a declaration of loss is a warranty of the truth of the statements made in the declaration. If a claim is asserted in compliance with this subsection, the following rules apply:

      (a) The claim becomes enforceable at the later of:

             (1) The time the claim is asserted; or

             (2) The 90th day following the date of the check, in the case of a cashier’s check or teller’s check, or the 90th day following the date of the acceptance, in the case of a certified check.

      (b) Until the claim becomes enforceable, it has no legal effect and the obligated bank may pay the check or, in the case of a teller’s check, may permit the drawee to pay the check. Payment to a person entitled to enforce the check discharges all liability of the obligated bank with respect to the check.

      (c) If the claim becomes enforceable before the check is presented for payment, the obligated bank is not obliged to pay the check.

      (d) When the claim becomes enforceable, the obligated bank becomes obliged to pay the amount of the check to the claimant if payment of the check has not been made to a person entitled to enforce the check. Subject to paragraph (a) of subsection 1 of NRS 104.4302, payment to the claimant discharges all liability of the obligated bank with respect to the check.

      4.  If the obligated bank pays the amount of a check to a claimant under paragraph (d) of subsection 2 and the check is presented for payment by a person having rights of a holder in due course, the claimant is obliged to refund the payment to the obligated bank if the check is paid, or pay the amount of the check to the person having rights of a holder in due course if the check is dishonored.

      5.  If a claimant has the right to assert a claim under subsection 2 and is also a person entitled to enforce a cashier’s check, teller’s check or certified check which is lost, destroyed or stolen, the claimant may assert rights with respect to the check either under this section or NRS 104.3309.

      (Added to NRS by 1993, 1247; A 2005, 1999)

Part 4

Liability of Parties

      NRS 104.3401  Signature.

      1.  A person is not liable on an instrument unless the person:

      (a) Signed the instrument; or

      (b) Is represented by an agent or representative who signed the instrument and the signature is binding on him or her under NRS 104.3402.

      2.  A signature may be made manually or by means of a device or machine, and by the use of any name, including a trade or assumed name, or by a word, mark, or symbol executed or adopted by a person with present intention to authenticate a writing.

      (Added to NRS by 1965, 827; A 1993, 1277)

      NRS 104.3402  Signature by representative.

      1.  If a person acting, or purporting to act, as a representative signs an instrument by signing either the name of the represented person or the name of the signer, the represented person is bound by the signature to the same extent he or she would be bound if the signature were on a simple contract. If the represented person is bound, the signature of the representative is the “authorized signature of the represented person” and the represented person is liable on the instrument, whether or not identified in the instrument.

      2.  If a representative signs his or her own name to an instrument and the signature is an authorized signature of the represented person, the following rules apply:

      (a) If the form of the signature shows unambiguously that the signature is made on behalf of the represented person who is identified in the instrument, the representative is not liable on the instrument.

      (b) Except as otherwise provided in subsection 3, if the form of the signature does not show unambiguously that the signature is made in a representative capacity or the represented person is not identified in the instrument, the representative is liable on the instrument to a holder in due course that took the instrument without notice that the representative was not intended to be liable on the instrument. With respect to any other person, the representative is liable on the instrument unless the representative proves that the original parties did not intend the representative to be liable on the instrument.

      3.  If a representative signs his or her own name as drawer of a check without indication of the representative status and the check is payable from an account of the represented person who is identified on the check, the signer is not liable on the check if the signature is an authorized signature of the represented person.

      (Added to NRS by 1965, 827; A 1993, 1278)—(Substituted in revision for NRS 104.3403)

      NRS 104.3403  Unauthorized signature.

      1.  Unless otherwise provided in this article or article 4, an unauthorized signature is ineffective except as the signature of the unauthorized signer in favor of a person who in good faith pays the instrument or takes it for value. An unauthorized signature may be ratified for all purposes of this article.

      2.  If the signature of more than one person is required to constitute the authorized signature of an organization, the signature of the organization is unauthorized if one of the required signatures is lacking.

      3.  The civil or criminal liability of a person who makes an unauthorized signature is not affected by any provision of this article which makes the unauthorized signature effective for the purposes of this article.

      (Added to NRS by 1965, 827; A 1993, 1279)—(Substituted in revision for NRS 104.3404)

      NRS 104.3404  Impostors; fictitious payees.

      1.  If an impostor, by use of the mails or otherwise, induces the issuer of an instrument to issue the instrument to the impostor, or to a person acting in concert with the impostor, by impersonating the payee of the instrument or a person authorized to act for the payee, an endorsement of the instrument by any person in the name of the payee is effective as the endorsement of the payee in favor of a person who, in good faith, pays the instrument or takes it for value or for collection.

      2.  If a person whose intent determines to whom an instrument is payable (subsection 1 or 2 of NRS 104.3110) does not intend the person identified as payee to have any interest in the instrument, or the person identified as payee of an instrument is a fictitious person, the following rules apply until the instrument is negotiated by special endorsement:

      (a) Any person in possession of the instrument is its holder.

      (b) An endorsement by any person in the name of the payee stated in the instrument is effective as the endorsement of the payee in favor of a person who, in good faith, pays the instrument or takes it for value or for collection.

      3.  Under subsection 1 or 2, an endorsement is made in the name of a payee if it is made in a name substantially similar to that of the payee or the instrument, whether or not endorsed, is deposited in a depositary bank to an account in a name substantially similar to that of the payee.

      4.  With respect to an instrument to which subsection 1 or 2 applies, if a person paying the instrument or taking it for value or for collection fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss resulting from payment of the instrument, the person bearing the loss may recover from the person failing to exercise ordinary care to the extent the failure to exercise ordinary care contributed to the loss.

      (Added to NRS by 1965, 828; A 1993, 1280)—(Substituted in revision for NRS 104.3405)

      NRS 104.3405  Employer’s responsibility for fraudulent endorsement by employee.

      1.  In this section:

      (a) “Employee” includes an independent contractor and employee of an independent contractor retained by the employer.

      (b) “Fraudulent endorsement” means:

             (1) In the case of an instrument payable to the employer, a forged endorsement purporting to be that of the employer; or

             (2) In the case of an instrument with respect to which the employer is the issuer, a forged endorsement purporting to be that of the person identified as payee.

      (c) “Responsibility” with respect to instruments means authority:

             (1) To sign or endorse instruments on behalf of the employer;

             (2) To act upon instruments received by the employer for bookkeeping purposes, for deposit to an account, or for other disposition;

             (3) To prepare or act upon instruments for issue in the name of the employer;

             (4) To supply information determining the names or addresses of payees of instruments to be issued in the name of the employer;

             (5) To control the disposition of instruments to be issued in the name of the employer; or

             (6) To act otherwise with respect to instruments in a responsible capacity.

Ê “Responsibility” does not include authority that merely allows an employee to have access to instruments or blank or incomplete instrument forms that are being stored or transported or are part of incoming or outgoing mail, or similar access.

      2.  For the purpose of determining the rights and liabilities of a person who, in good faith, pays an instrument or takes it for value or for collection, if an employer entrusted an employee with responsibility with respect to the instrument and the employee or a person acting in concert with the employee makes a fraudulent endorsement of the instrument, the endorsement is effective as the endorsement of the person to whom the instrument is payable if it is made in the name of that person. If the person paying the instrument or taking it for value or for collection fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss resulting from the fraud, the person bearing the loss may recover from the person failing to exercise ordinary care to the extent the failure to exercise ordinary care contributed to the loss.

      3.  Under subsection 2, an endorsement is made in the name of the person to whom an instrument is payable if:

      (a) It is made in a name substantially similar to the name of that person; or

      (b) The instrument, whether or not endorsed, is deposited in a depositary bank to an account in a name substantially similar to the name of that person.

      (Added to NRS by 1965, 827; A 1993, 1277)—(Substituted in revision for NRS 104.3402)

      NRS 104.3406  Negligence contributing to forged signature or alteration of instrument.

      1.  A person whose failure to exercise ordinary care substantially contributes to an alteration of an instrument or to the making of a forged signature on an instrument is precluded from asserting the alteration or the forgery against a person who, in good faith, pays the instrument or takes it for value or for collection.

      2.  Under subsection 1, if the person asserting the preclusion fails to exercise ordinary care in paying or taking the instrument and that failure substantially contributes to loss, the loss is allocated between the person precluded and the person asserting the preclusion according to the extent to which the failure of each to exercise ordinary care contributed to the loss.

      3.  Under subsection 1, the burden of proving failure to exercise ordinary care is on the person asserting the preclusion. Under subsection 2, the burden of proving failure to exercise ordinary care is on the person precluded.

      (Added to NRS by 1965, 828; A 1993, 1280)

      NRS 104.3407  Alteration.

      1.  “Alteration” means an unauthorized:

      (a) Change in an instrument that purports to modify in any respect the obligation of a party; or

      (b) Addition of words or numbers or other change to an incomplete instrument relating to the obligation of a party.

      2.  Except as otherwise provided in subsection 3, an alteration fraudulently made discharges a party whose obligation is affected by the alteration unless that party assents or is precluded from asserting the alteration. No other alteration discharges a party, and the instrument may be enforced according to its original terms.

      3.  A payor bank or drawee paying a fraudulently altered instrument or a person taking it for value, in good faith, and without notice of the alteration, may enforce rights with respect to the instrument:

      (a) According to its original terms; or

      (b) In the case of an incomplete instrument altered by unauthorized completion, according to its terms as completed.

      (Added to NRS by 1965, 828; A 1993, 1281)

      NRS 104.3408  Drawee not liable on unaccepted draft.  A check or other draft does not of itself operate as an assignment of funds in the hands of the drawee available for its payment, and the drawee is not liable on the instrument until the drawee accepts it.

      (Added to NRS by 1965, 829; A 1993, 1282)—(Substituted in revision for NRS 104.3409)

      NRS 104.3409  Acceptance of draft; certified check.

      1.  “Acceptance” means the drawee’s signed agreement to pay a draft as presented. It must be written on the draft and may consist of the drawee’s signature alone. Acceptance may be made at any time and becomes effective when notification pursuant to instructions is given or the accepted draft is delivered for the purpose of giving rights on the acceptance to any person.

      2.  A draft may be accepted although it has not been signed by the drawer, is otherwise incomplete, is overdue or has been dishonored.

      3.  If a draft is payable at a fixed period after sight and the acceptor fails to date the acceptance, the holder may complete the acceptance by supplying a date in good faith.

      4.  “Certified check” means a check accepted by the bank on which it is drawn. Acceptance may be made as stated in subsection 1 or by a writing on the check which indicates that the check is certified. The drawee of a check has no obligation to certify the check, and refusal to certify is not dishonor of the check.

      (Added to NRS by 1965, 829; A 1993, 1282)—(Substituted in revision for NRS 104.3410)

      NRS 104.3410  Acceptance varying draft.

      1.  If the terms of a drawee’s acceptance vary from the terms of the draft as presented, the holder may refuse the acceptance and treat the draft as dishonored. In that case, the drawee may cancel the acceptance.

      2.  The terms of a draft are not varied by an acceptance to pay at a particular bank or place in the United States, unless the acceptance states that the draft is to be paid only at that bank or place.

      3.  If the holder assents to an acceptance varying the terms of a draft, the obligation of each drawer and endorser that does not expressly assent to the acceptance is discharged.

      (Added to NRS by 1965, 829; A 1993, 1283)—(Substituted in revision for NRS 104.3412)

      NRS 104.3411  Refusal to pay cashier’s checks, teller’s checks and certified checks.

      1.  In this section, “obligated bank” means the acceptor of a certified check or the issuer of a cashier’s check or teller’s check bought from the issuer.

      2.  If the obligated bank wrongfully refuses to pay a cashier’s check or certified check, stops payment of a teller’s check, or refuses to pay a dishonored teller’s check, the person asserting the right to enforce the check is entitled to compensation for expenses and loss of interest resulting from the nonpayment and may recover consequential damages if the obligated bank refuses to pay after receiving notice of particular circumstances giving rise to the damages.

      3.  Expenses or consequential damages under subsection 2 are not recoverable if the refusal of the obligated bank to pay occurs because:

      (a) The bank suspends payments;

      (b) The obligated bank asserts a claim or defense of the bank that it has reasonable grounds to believe is available against the person entitled to enforce the instrument;

      (c) The obligated bank has a reasonable doubt whether the person demanding payment is the person entitled to enforce the instrument; or

      (d) Payment is prohibited by law.

      (Added to NRS by 1965, 828; A 1993, 1281)—(Substituted in revision for NRS 104.3408)

      NRS 104.3412  Obligation of issuer of note or cashier’s check.

      1.  The issuer of a note or cashier’s check or other draft drawn on the drawer is obliged to pay the instrument:

      (a) According to its terms at the time it was issued or, if not issued, at the time it first came into possession of a holder; or

      (b) If the issuer signed an incomplete instrument, according to its terms when completed, to the extent stated in NRS 104.3115 and 104.3407.

      2.  The obligation is owed to a person entitled to enforce the instrument or to an endorser who paid the instrument under NRS 104.3415.

      (Added to NRS by 1965, 829; A 1993, 1283)—(Substituted in revision for NRS 104.3411)

      NRS 104.3413  Obligation of acceptor.

      1.  The acceptor of a draft is obliged to pay the draft:

      (a) According to its terms at the time it was accepted, even though the acceptance states that the draft is payable “as originally drawn” or equivalent terms;

      (b) If the acceptance varies the terms of the draft, according to the terms of the draft as varied; or

      (c) If the acceptance is of a draft that is an incomplete instrument, according to its terms when completed, to the extent stated in NRS 104.3115 and 104.3407.

Ê The obligation is owed to a person entitled to enforce the draft or to the drawer or an endorser who paid the draft under NRS 104.3414 or 104.3415.

      2.  If the certification of a check or other acceptance of a draft states the amount certified or accepted, the obligation of the acceptor is that amount. If the certification or acceptance does not state an amount, the amount of the instrument is subsequently raised, and the instrument is then negotiated to a holder in due course, the obligation of the acceptor is the amount of the instrument at the time it was taken by the holder in due course.

      (Added to NRS by 1965, 829; A 1993, 1283)

      NRS 104.3414  Obligation of drawer.

      1.  This section does not apply to cashier’s checks or other drafts drawn on the drawer.

      2.  If an unaccepted draft is dishonored, the drawer is obliged to pay the draft:

      (a) According to its terms at the time it was issued or, if not issued, at the time it first came into possession of a holder; or

      (b) If the drawer signed an incomplete instrument, according to its terms when completed, to the extent stated in NRS 104.3115 and 104.3407.

Ê The obligation is owed to a person entitled to enforce the draft or to an endorser who paid the draft under NRS 104.3415.

      3.  If a draft is accepted by a bank, the drawer is discharged, regardless of when or by whom acceptance was obtained.

      4.  If a draft is accepted and the acceptor is not a bank, the obligation of the drawer to pay the draft if the draft is dishonored by the acceptor is the same as the obligation of an endorser under subsections 1 and 3 of NRS 104.3415.

      5.  If a draft states that it is drawn “without recourse” or otherwise disclaims liability of the drawer to pay the draft, the drawer is not liable under subsection 2 to pay the draft if the draft is not a check. A disclaimer of the liability stated in subsection 2 is not effective if the draft is a check.

      6.  If a check is not presented for payment or given to a depositary bank for collection within 30 days after its date, the drawee suspends payments after expiration of the 30-day period without paying the check, and because of the suspension of payments, the drawer is deprived of funds maintained with the drawee to cover payment of the check, the drawer to the extent deprived of funds may discharge his or her obligation to pay the check by assigning to the person entitled to enforce the check his or her rights against the drawee with respect to the funds.

      (Added to NRS by 1993, 1246)

      NRS 104.3415  Obligation of endorser.

      1.  Except as otherwise provided in subsections 2, 3 and 4 of this section and in subsection 4 of NRS 104.3419, if an instrument is dishonored, an endorser is obliged to pay the amount due on the instrument according to the terms of the instrument at the time it was endorsed, or if the endorser endorsed an incomplete instrument, according to its terms when completed, to the extent stated in NRS 104.3115 and 104.3407. The obligation of the endorser is owed to a person entitled to enforce the instrument or to a subsequent endorser who paid the instrument under this section.

      2.  If an endorsement states that it is made “without recourse” or otherwise disclaims liability of the endorser, the endorser is not liable under subsection 1 to pay the instrument.

      3.  If notice of dishonor of an instrument is required by NRS 104.3503 and notice of dishonor complying with that section is not given to an endorser, the liability of the endorser under subsection 1 is discharged.

      4.  If a draft is accepted by a bank after an endorsement is made, the liability of the endorser under subsection 1 is discharged.

      5.  If an endorser of a check is liable under subsection 1 and the check is not presented for payment, or given to a depositary bank for collection, within 30 days after the day the endorsement was made, the liability of the endorser under subsection 1 is discharged.

      (Added to NRS by 1965, 829; A 1993, 1284)—(Substituted in revision for NRS 104.3414)

      NRS 104.3416  Transfer warranties.

      1.  A person who transfers an instrument for consideration warrants to the transferee and, if the transfer is by endorsement, to any subsequent transferee that:

      (a) The warrantor is a person entitled to enforce the instrument;

      (b) All signatures on the instrument are authentic and authorized;

      (c) The instrument has not been altered;

      (d) The instrument is not subject to a defense or claim in recoupment of any party which can be asserted against the warrantor;

      (e) The warrantor has no knowledge of any insolvency proceeding commenced with respect to the maker or acceptor or, in the case of an unaccepted draft, the drawer; and

      (f) With respect to a remotely-created item, that the person on whose account the item is drawn authorized the issuance of the item in the amount for which the item is drawn.

      2.  A person to whom the warranties under subsection 1 are made and who took the instrument in good faith may recover from the warrantor as damages for breach of warranty an amount equal to the loss suffered as a result of the breach, but not more than the amount of the instrument plus expenses and loss of interest incurred as a result of the breach.

      3.  The warranties stated in subsection 1 cannot be disclaimed with respect to checks. Unless notice of a claim for breach of warranty is given to the warrantor within 30 days after the claimant has reason to know of the breach and the identity of the warrantor, the liability of the warrantor under subsection 2 is discharged to the extent of any loss caused by the delay in giving notice of the claim.

      4.  A cause of action for breach of warranty under this section accrues when the claimant has reason to know of the breach.

      5.  No claim for breach of warranty in paragraph (f) of subsection 1 is available against a person to which an item was transferred to the extent that under applicable law, including the applicable choice-of-law principles, the person that transferred the item did not make the warranty in paragraph (f) of subsection 1.

      (Added to NRS by 1965, 830; A 1993, 1287; 2005, 2000)

      NRS 104.3417  Presentment warranties.

      1.  If an unaccepted draft is presented to the drawee for payment or acceptance and the drawee pays or accepts the draft, the person obtaining payment or acceptance, at the time of presentment, and a previous transferor of the draft, at the time of transfer, warrant to the drawee making payment or accepting the draft in good faith that:

      (a) The warrantor is, or was, at the time the warrantor transferred the draft, a person entitled to enforce the draft or authorized to obtain payment or acceptance of the draft on behalf of a person entitled to enforce the draft;

      (b) The draft has not been altered;

      (c) The warrantor has no knowledge that the signature of the drawer of the draft is unauthorized; and

      (d) With respect to a remotely-created item, that the person on whose account the item is drawn authorized the issuance of the item in the amount for which the item is drawn.

      2.  A drawee making payment may recover from any warrantor damages for breach of warranty equal to the amount paid by the drawee less the amount the drawee received or is entitled to receive from the drawer because of the payment. In addition, the drawee is entitled to compensation for expenses and loss of interest resulting from the breach. The right of the drawee to recover damages under this subsection is not affected by any failure of the drawee to exercise ordinary care in making payment. If the drawee accepts the draft, breach of warranty is a defense to the obligation of the acceptor. If the acceptor makes payment with respect to the draft, the acceptor is entitled to recover from any warrantor for breach of warranty the amounts stated in this subsection.

      3.  If a drawee asserts a claim for breach of warranty under subsection 1 based on an unauthorized endorsement of the draft or an alteration of the draft, the warrantor may defend by proving that the endorsement is effective under NRS 104.3404 or 104.3405 or the drawer is precluded under NRS 104.3406 or 104.4406 from asserting against the drawee the unauthorized endorsement or alteration.

      4.  If a dishonored draft is presented for payment to the drawer or an endorser or any other instrument is presented for payment to a party obliged to pay the instrument, and payment is received, the following rules apply:

      (a) The person obtaining payment and a prior transferor of the instrument warrant to the person making payment in good faith that the warrantor is, or was at the time the warrantor transferred the instrument, a person entitled to enforce the instrument or authorized to obtain payment on behalf of a person entitled to enforce the instrument.

      (b) The person making payment may recover from any warrantor for breach of warranty an amount equal to the amount paid plus expenses and loss of interest resulting from the breach.

      5.  The warranties stated in subsections 1 and 4 cannot be disclaimed with respect to checks. Unless notice of a claim for breach of warranty is given to the warrantor within 30 days after the claimant has reason to know of the breach and the identity of the warrantor, the liability of the warrantor under subsection 2 or 4 is discharged to the extent of any loss caused by the delay in giving notice of the claim.

      6.  A cause of action for breach of warranty under this section accrues when the claimant has reason to know of the breach.

      7.  No claim for breach of warranty in paragraph (d) of subsection 1 is available against a person to which an item was transferred to the extent that under applicable law, including the applicable choice-of-law principles, the person that transferred the item did not make the warranty in paragraph (d) of subsection 1.

      (Added to NRS by 1965, 830; A 1993, 1286; 2005, 2001)

      NRS 104.3418  Payment or acceptance by mistake.

      1.  Except as otherwise provided in subsection 3, if the drawee of a draft pays or accepts the draft and the drawee acted on the mistaken belief that payment of the draft had not been stopped pursuant to NRS 104.4403 or the signature of the drawer of the draft was authorized, the drawee may recover the amount of the draft from the person to whom or for whose benefit payment was made or, in the case of acceptance, may revoke the acceptance. Rights of the drawee under this subsection are not affected by his or her failure to exercise ordinary care in paying or accepting the draft.

      2.  Except as otherwise provided in subsection 3, if an instrument has been paid or accepted by mistake and the case is not covered by subsection 1, the person paying or accepting may, to the extent permitted by the law governing mistake and restitution:

      (a) Recover the payment from the person to whom or for whose benefit payment was made; or

      (b) In the case of acceptance, may revoke the acceptance.

      3.  The remedies provided by subsection 1 or 2 may not be asserted against a person who took the instrument in good faith and for value or who in good faith changed position in reliance on the payment or acceptance. This subsection does not limit remedies provided by NRS 104.3417 or 104.4407.

      4.  If an instrument is paid or accepted by mistake and the payor or acceptor recovers payment or revokes acceptance under subsection 1 or 2, the instrument is deemed not to have been paid or accepted and is treated as dishonored, and the person from whom payment is recovered has rights as a person entitled to enforce the dishonored instrument.

      (Added to NRS by 1965, 831; A 1993, 1288)

      NRS 104.3419  Instruments signed for accommodation.

      1.  If an instrument is issued for value given for the benefit of a party to the instrument (“accommodated party”) and another party to the instrument (“accommodation party”) signs the instrument for the purpose of incurring liability on the instrument without being a direct beneficiary of the value given for the instrument, the instrument is signed by the accommodation party “for accommodation.”

      2.  An accommodation party may sign the instrument as maker, drawer, acceptor or endorser and, subject to subsection 4, is obliged to pay the instrument in the capacity in which the accommodation party signs. The obligation of an accommodation party may be enforced notwithstanding any statute of frauds and whether or not the accommodation party receives consideration for the accommodation.

      3.  A person signing an instrument is presumed to be an accommodation party and there is notice that the instrument is signed for accommodation if the signature is an anomalous endorsement or is accompanied by words indicating that the signer is acting as surety or guarantor with respect to the obligation of another party to the instrument. Except as otherwise provided in NRS 104.3605, the obligation of an accommodation party to pay the instrument is not affected by the fact that the person enforcing the obligation had notice when the instrument was taken by that person that the accommodation party signed the instrument for accommodation.

      4.  If the signature of a party to an instrument is accompanied by words indicating unambiguously that the party is guaranteeing collection rather than payment of the obligation of another party to the instrument, the signer is obliged to pay the amount due on the instrument to a person entitled to enforce the instrument only if:

      (a) Execution of judgment against the other party has been returned unsatisfied;

      (b) The other party is insolvent or in an insolvency proceeding;

      (c) The other party cannot be served with process; or

      (d) It is otherwise apparent that payment cannot be obtained from the other party.

      5.  If the signature of a party to an instrument is accompanied by words indicating that the party guarantees payment or the signer signs the instrument as an accommodation party in some other manner that does not unambiguously indicate an intention to guarantee collection rather than payment, the signer is obliged to pay the amount due on the instrument to a person entitled to enforce the instrument in the same circumstances as the accommodated party would be obliged, without prior resort to the accommodated party by the person entitled to enforce the instrument.

      6.  An accommodation party that pays the instrument is entitled to reimbursement from the accommodated party and is entitled to enforce the instrument against the accommodated party. In proper circumstances, an accommodation party may obtain relief that requires the accommodated party to perform its obligations on the instrument. An accommodated party that pays the instrument has no right of recourse against, and is not entitled to contribution from, an accommodation party.

      (Added to NRS by 1965, 830; A 1993, 1285; 2005, 2002)

      NRS 104.3420  Conversion of instrument.

      1.  The law applicable to conversion of personal property applies to instruments. An instrument is also converted if it is taken by transfer, other than a negotiation, from a person not entitled to enforce the instrument or a bank makes or obtains payment with respect to the instrument for a person not entitled to enforce the instrument or receive payment. An action for conversion of an instrument may not be brought by the issuer or acceptor of the instrument or a payee or endorsee who did not receive delivery of the instrument either directly or through delivery to an agent or a co-payee.

      2.  In an action under subsection 1, the measure of liability is presumed to be the amount payable on the instrument, but recovery may not exceed the amount of the plaintiff’s interest in the instrument.

      3.  A representative, other than a depositary bank, who has in good faith dealt with an instrument or its proceeds on behalf of one who was not the person entitled to enforce the instrument is not liable in conversion to that person beyond the amount of any proceeds that it has not paid out.

      (Added to NRS by 1965, 831; A 1993, 1289)—(Substituted in revision for NRS 104.3419)

Part 5

Dishonor

      NRS 104.3501  Presentment.

      1.  “Presentment” means a demand made by or on behalf of a person entitled to enforce an instrument:

      (a) To pay the instrument made to the drawee or a party obliged to pay the instrument or, in the case of a note or accepted draft payable at a bank, to the bank; or

      (b) To accept a draft made to the drawee.

      2.  The following rules are subject to article 4, agreement of the parties, and clearinghouse rules and the like:

      (a) Presentment:

             (1) May be made at the place of payment of the instrument and must be made at the place of payment if the instrument is payable at a bank in the United States;

             (2) May be made by any commercially reasonable means, including an oral, written or electronic communication;

             (3) Is effective when the demand for payment or acceptance is received by the person to whom presentment is made; and

             (4) Is effective if made to any one of two or more makers, acceptors, drawees or other payors.

      (b) Upon demand of the person to whom presentment is made, the person making presentment must:

             (1) Exhibit the instrument;

             (2) Give reasonable identification and, if presentment is made on behalf of another person, reasonable evidence of authority to do so; and

             (3) Sign a receipt on the instrument for any payment made or surrender the instrument if full payment is made.

      (c) Without dishonoring the instrument, the party to whom presentment is made may:

             (1) Return the instrument for lack of a necessary endorsement; or

             (2) Refuse payment or acceptance for failure of the presentment to comply with the terms of the instrument, an agreement of the parties or other applicable law or rule.

      (d) The party to whom presentment is made may treat presentment as occurring on the next business day after the day of presentment if the party has established a cutoff hour not earlier than 2 p.m. for the receipt and action upon instruments presented for payment or acceptance and presentment is made after the cutoff hour.

      (Added to NRS by 1965, 833; A 1993, 1290)—(Substituted in revision for NRS 104.3504)

      NRS 104.3502  Dishonor.

      1.  Dishonor of a note is governed by the following rules:

      (a) If the note is payable on demand, the note is dishonored if presentment is duly made to the maker and the note is not paid on the day of presentment.

      (b) If the note is not payable on demand and is payable at or through a bank or the terms of the note require presentment, the note is dishonored if presentment is duly made and the note is not paid on the day it becomes payable or the day of presentment, whichever is later.

      (c) If the note is not payable on demand and paragraph (b) does not apply, the note is dishonored if it is not paid on the day it becomes payable.

      2.  Dishonor of an unaccepted draft other than a documentary draft is governed by the following rules:

      (a) If a check is duly presented for payment to the payor bank otherwise than for immediate payment over the counter, the check is dishonored if the payor bank makes timely return of the check or sends timely notice of dishonor or nonpayment under NRS 104.4301 or 104.4302, or becomes accountable for the amount of the check under NRS 104.4302.

      (b) If a draft is payable on demand and paragraph (a) does not apply, the draft is dishonored if presentment for payment is duly made to the drawee and the draft is not paid on the day of presentment.

      (c) If a draft is payable on a date stated in the draft, the draft is dishonored if:

             (1) Presentment for payment is duly made to the drawee and payment is not made on the day the draft becomes payable or the day of presentment, whichever is later; or

             (2) Presentment for acceptance is duly made before the day the draft becomes payable and the draft is not accepted on the day of presentment.

      (d) If a draft is payable on elapse of a period of time after sight or acceptance, the draft is dishonored if presentment for acceptance is duly made and the draft is not accepted on the day of presentment.

      3.  Dishonor of an unaccepted documentary draft occurs according to the rules stated in paragraphs (b), (c) and (d) of subsection 2, except that payment or acceptance may be delayed without dishonor until no later than the close of the third business day of the drawee following the day on which payment or acceptance is required by those paragraphs.

      4.  Dishonor of an accepted draft is governed by the following rules:

      (a) If the draft is payable on demand, the draft is dishonored if presentment for payment is duly made to the acceptor and the draft is not paid on the day of presentment.

      (b) If the draft is not payable on demand, the draft is dishonored if presentment for payment is duly made to the acceptor and payment is not made on the day it becomes payable or the day of presentment, whichever is later.

      5.  In any case in which presentment is otherwise required for dishonor under this section and presentment is excused under NRS 104.3504, dishonor occurs without presentment if the instrument is not duly accepted or paid.

      6.  If a draft is dishonored because timely acceptance of the draft was not made and the person entitled to demand acceptance consents to a late acceptance, from the time of acceptance the draft is treated as never having been dishonored.

      (Added to NRS by 1965, 834; A 1993, 1291)—(Substituted in revision for NRS 104.3507)

      NRS 104.3503  Notice of dishonor.

      1.  The obligation of an endorser stated in subsection 1 of NRS 104.3415 and the obligation of a drawer stated in subsection 4 of NRS 104.3414 may not be enforced unless:

      (a) The endorser or drawer is given notice of dishonor of the instrument complying with this section; or

      (b) Notice of dishonor is excused under subsection 2 of NRS 104.3504.

      2.  Notice of dishonor:

      (a) May be given by any person;

      (b) May be given by any commercially reasonable means, including an oral, written or electronic communication; and

      (c) Is sufficient if it reasonably identifies the instrument and indicates that the instrument has been dishonored or has not been paid or accepted.

Ê Return of an instrument given to a bank for collection is sufficient notice of dishonor.

      3.  Subject to subsection 3 of NRS 104.3504, with respect to an instrument taken for collection by a collecting bank, notice of dishonor must be given by the bank before midnight of the next banking day following the banking day on which it receives notice of dishonor of the instrument, or by any other person within 30 days following the day on which the person receives notice of dishonor. With respect to any other instrument, notice of dishonor must be given within 30 days following the day on which dishonor occurs.

      (Added to NRS by 1965, 835; A 1993, 1292)—(Substituted in revision for NRS 104.3508)

      NRS 104.3504  Excused presentment and notice of dishonor.

      1.  Presentment for payment or acceptance of an instrument is excused if:

      (a) The person entitled to present the instrument cannot with reasonable diligence make presentment;

      (b) The maker or acceptor has repudiated an obligation to pay the instrument or is dead or in insolvency proceedings;

      (c) By the terms of the instrument presentment is not necessary to enforce the obligation of endorsers or the drawer;

      (d) The drawer or endorser whose obligation is being enforced has waived presentment or otherwise has no reason to expect or right to require that the instrument be paid or accepted; or

      (e) The drawer instructed the drawee not to pay or accept the draft or the drawee was not obligated to the drawer to pay the draft.

      2.  Notice of dishonor is excused if by the terms of the instrument notice of dishonor is not necessary to enforce the obligation of a party to pay the instrument, or the party whose obligation is being enforced waived notice of dishonor. A waiver of presentment is also a waiver of notice of dishonor.

      3.  Delay in giving notice of dishonor is excused if the delay was caused by circumstances beyond the control of the person giving the notice and the person giving the notice exercised reasonable diligence after the cause of the delay ceased to operate.

      (Added to NRS by 1965, 836; A 1993, 1294)—(Substituted in revision for NRS 104.3511)

      NRS 104.3505  Evidence of dishonor.

      1.  The following are admissible as evidence and create a presumption of dishonor and of any notice of dishonor stated:

      (a) A document regular in form as provided in subsection 2 which purports to be a protest.

      (b) A purported stamp or writing of the drawee, payor bank or presenting bank on the instrument or accompanying it stating that acceptance or payment has been refused unless reasons for the refusal are stated and the reasons are not consistent with dishonor.

      (c) A book or record of the drawee, payor bank, or collecting bank kept in the usual course of business which shows dishonor, even though there is no evidence of who made the entry.

      2.  A protest is a certificate of dishonor made by a United States consul or vice consul, or a notarial officer or other person authorized to administer oaths by the law of the place where dishonor occurs. It may be made upon information satisfactory to him or her. The protest must identify the instrument and certify either that presentment has been made or, if not made, the reason why it was not made, and that the instrument has been dishonored by nonacceptance or nonpayment. The protest may also certify that notice of dishonor has been given to some or all parties.

      (Added to NRS by 1965, 835; A 1993, 1293)—(Substituted in revision for NRS 104.3510)

Part 6

Discharge and Payment

      NRS 104.3601  Discharge and effect of discharge.

      1.  The obligation of a party to pay the instrument is discharged as stated in this article or by an act or agreement with the party which would discharge an obligation to pay money under a simple contract.

      2.  Discharge of the obligation of a party is not effective against a person acquiring rights of a holder in due course of the instrument without notice of the discharge.

      (Added to NRS by 1965, 836; A 1993, 1295)

      NRS 104.3602  Payment.

      1.  Subject to subsection 5, an instrument is paid to the extent payment is made by or on behalf of a party obliged to pay the instrument, and to a person entitled to enforce the instrument.

      2.  Subject to subsection 5, a note is paid to the extent payment is made by or on behalf of a party obliged to pay the note to a person who formerly was entitled to enforce the note only if at the time of the payment the party obliged to pay has not received adequate notification that the note has been transferred and that payment is to be made to the transferee. A notification is adequate only if it:

      (a) Is signed by the transferor or the transferee;

      (b) Reasonably identifies the transferred note; and

      (c) Provides an address at which payments subsequently are to be made.

Ê Upon request, a transferee shall seasonably furnish reasonable proof that the note has been transferred. Unless the transferee complies with the request, a payment to the person that formerly was entitled to enforce the note is effective for purposes of subsection 3 even if the party obliged to pay the note has received a notification under this subsection.

      3.  Subject to subsection 5, to the extent of a payment under subsections 1 and 2, the obligation of the party obliged to pay the instrument is discharged even though payment is made with knowledge of a claim to the instrument under NRS 104.3306 by another person.

      4.  Subject to subsection 5, a transferee, or any party that has acquired rights in the instrument directly or indirectly from a transferee, including any such party that has rights as a holder in due course, is deemed to have notice of any payment that is made under subsection 2 after the date that the note is transferred to the transferee but before the party obliged to pay the note receives adequate notification of the transfer.

      5.  The obligation of a party to pay the instrument is not discharged under subsections 1 to 4, inclusive, if:

      (a) A claim to the instrument under NRS 104.3306 is enforceable against the party receiving payment and:

             (1) Payment is made with knowledge by the payor that payment is prohibited by injunction or similar process of a court of competent jurisdiction; or

             (2) In the case of an instrument other than a cashier’s check, teller’s check or certified check, the party making payment accepted, from the person having a claim to the instrument, indemnity against loss resulting from refusal to pay the person entitled to enforce the instrument; or

      (b) The person making payment knows that the instrument is a stolen instrument and pays a person he or she knows is in wrongful possession of the instrument.

      6.  As used in this section, “signed,” with respect to a record that is not a writing, includes the attachment to or logical association with the record of an electronic symbol, sound, or process with the present intent to adopt or accept the record.

      (Added to NRS by 1965, 837; A 1993, 1297; 2005, 2003)

      NRS 104.3603  Tender of payment.

      1.  If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument, the effect of tender is governed by principles of law applicable to tender of payment under a simple contract.

      2.  If tender of payment of an obligation to pay an instrument is made to a person entitled to enforce the instrument and the tender is refused, there is discharge, to the extent of the amount of the tender, of the obligation of an endorser or accommodation party having a right of recourse with respect to the obligation to which the tender relates.

      3.  If tender of payment of an amount due on an instrument is made to a person entitled to enforce the instrument, the obligation of the obligor to pay interest after the due date on the amount tendered is discharged. If presentment is required with respect to an instrument and the obligor is able and ready to pay on the due date at every place of payment stated in the instrument, the obligor is deemed to have made tender of payment on the due date to the person entitled to enforce the instrument.

      (Added to NRS by 1965, 837; A 1993, 1297)—(Substituted in revision for NRS 104.3604)

      NRS 104.3604  Discharge by cancellation or renunciation.

      1.  A person entitled to enforce an instrument, with or without consideration, may discharge the obligation of a party to pay the instrument:

      (a) By an intentional voluntary act, such as surrender of the instrument to the party, destruction, mutilation or cancellation of the instrument, cancellation or striking out of the party’s signature, or the addition of words to the instrument indicating discharge; or

      (b) By agreeing not to sue or otherwise renouncing rights against the party by a signed record.

      2.  Cancellation or striking out of an endorsement pursuant to subsection 1 does not affect the status and rights of a party derived from the endorsement.

      3.  As used in this section, “signed,” with respect to a record that is not a writing, includes the attachment to or logical association with the record of an electronic symbol, sound, or process with the present intent to adopt or accept the record.

      (Added to NRS by 1965, 837; A 1993, 1298; 2005, 2004)

      NRS 104.3605  Discharge of endorsers and accommodation parties.

      1.  In this section, the term “endorser” includes a drawer having the obligation described in subsection 4 of NRS 104.3414.

      2.  Discharge, under NRS 104.3604, of the obligation of a party to pay an instrument does not discharge the obligation of an endorser or accommodation party having a right of recourse against the discharged party.

      3.  If a person entitled to enforce an instrument agrees, with or without consideration, to an extension of the due date of the obligation of a party to pay the instrument, the extension discharges an endorser or accommodation party having a right of recourse against the party whose obligation is extended to the extent the endorser or accommodation party proves that the extension caused loss to him or her with respect to the right of recourse.

      4.  If a person entitled to enforce an instrument agrees, with or without consideration, to a material modification of the obligation of a party other than an extension of the due date, the modification discharges the obligation of an endorser or accommodation party having a right of recourse against the person whose obligation is modified to the extent the modification causes loss to the endorser or accommodation party with respect to the right of recourse. The loss suffered by the endorser or accommodation party as a result of the modification is equal to the amount of the right of recourse unless the person enforcing the instrument proves that no loss was caused by the modification or that the loss caused by the modification was an amount less than the amount of the right of recourse.

      5.  If the obligation of a party to pay an instrument is secured by an interest in collateral and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of an endorser or accommodation party having a right of recourse against the obligor is discharged to the extent of the impairment. The value of an interest in collateral is impaired to the extent the value of the interest is reduced to an amount less than the amount of the right of recourse of the party asserting discharge, or the reduction in value of the interest causes an increase in the amount by which the amount of the right of recourse exceeds the value of the interest. The burden of proving impairment is on the party asserting discharge.

      6.  If the obligation of a party is secured by an interest in collateral not provided by an accommodation party and a person entitled to enforce the instrument impairs the value of the interest in collateral, the obligation of any party who is jointly and severally liable with respect to the secured obligation is discharged to the extent the impairment causes the party asserting discharge to pay more than he or she would have been obliged to pay, taking into account rights of contribution, if impairment had not occurred. If the party asserting discharge is an accommodation party not entitled to discharge under subsection 5, he or she is deemed to have a right to contribution based on joint and several liability rather than a right to reimbursement. The burden of proving impairment is on the party asserting discharge.

      7.  Under subsection 5 or 6, impairing value of an interest in collateral includes:

      (a) Failure to obtain or maintain perfection or recordation of the interest in collateral;

      (b) Release of collateral without substitution of collateral of equal value;

      (c) Failure to perform a duty to preserve the value of collateral owed under Article 9 or other law to a debtor or surety or other person secondarily liable; or

      (d) Failure to comply with applicable law in disposing of collateral.

      8.  An accommodation party is not discharged under subsection 3, 4 or 5 unless the person entitled to enforce the instrument knows of the accommodation or has notice under subsection 3 of NRS 104.3419 that the instrument was signed for accommodation.

      9.  A party is not discharged under this section if:

      (a) The party asserting discharge consents to the event or conduct that is the basis of the discharge; or

      (b) The instrument or a separate agreement of the party provides for waiver of discharge under this section either specifically or by general language indicating that parties waive defenses based on suretyship or impairment of collateral.

      (Added to NRS by 1965, 837; A 1993, 1295)—(Substituted in revision for NRS 104.3602)

ARTICLE 4

BANK DEPOSITS AND COLLECTIONS

Part 1

General Provisions and Definitions

      NRS 104.4101  Short title.  This article may be cited as Uniform Commercial Code—Bank Deposits and Collections.

      (Added to NRS by 1965, 840; A 1993, 1298)

      NRS 104.4102  Applicability.

      1.  To the extent that items within this article are also within articles 3 and 8, they are subject to those articles. If there is a conflict, this article governs article 3 but article 8 governs this article.

      2.  The liability of a bank for action or nonaction with respect to an item handled by it for purposes of presentment, payment or collection is governed by the law of the place where the bank is located. In the case of action or nonaction by or at a branch or separate office of a bank, its liability is governed by the law of the place where the branch or separate office is located.

      (Added to NRS by 1965, 840; A 1993, 1298)

      NRS 104.4103  Variation by agreement; measure of damages; action constituting ordinary care.

      1.  The effect of the provisions of this article may be varied by agreement, but the parties to the agreement cannot disclaim a bank’s responsibility for its own lack of good faith or failure to exercise ordinary care or limit the measure of damages for the lack or failure. However, the parties may determine by agreement the standards by which the bank’s responsibility is to be measured if those standards are not manifestly unreasonable.

      2.  Federal Reserve regulations and operating circulars, clearinghouse rules, and the like have the effect of agreements under subsection 1, whether or not specifically assented to by all parties interested in items handled.

      3.  Action or nonaction approved by this article or pursuant to Federal Reserve regulations or operating circulars is the exercise of ordinary care and, in the absence of special instructions, action or nonaction consistent with clearinghouse rules and the like or with a general banking usage not disapproved by this article, is prima facie the exercise of ordinary care.

      4.  The specification or approval of certain procedures by this article is not disapproval of other procedures that may be reasonable under the circumstances.

      5.  The measure of damages for failure to exercise ordinary care in handling an item is the amount of the item reduced by an amount that could not have been realized by the exercise of ordinary care. If there is also bad faith, it includes other damages the party suffered as a proximate consequence.

      (Added to NRS by 1965, 840; A 1993, 1299)

      NRS 104.4104  Definitions and index of definitions.

      1.  In this Article, unless the context otherwise requires:

      (a) “Account” means any deposit or credit account with a bank including a demand, time, savings, passbook, share draft or like account, other than an account evidenced by a certificate of deposit.

      (b) “Afternoon” means the period of a day between noon and midnight.

      (c) “Banking day” means that part of any day on which a bank is open to the public for carrying on substantially all of its banking functions.

      (d) “Clearinghouse” means any association of banks or other payors regularly clearing items.

      (e) “Customer” means any person having an account with a bank or for whom a bank has agreed to collect items, including a bank that maintains an account at another bank.

      (f) “Documentary draft” means a draft to be presented for acceptance or payment if specified documents, certificated securities or instructions for uncertificated securities, or other certificates, statements or the like are to be received by the drawee or other payor before acceptance or payment of the draft.

      (g) “Draft” means a draft as defined in NRS 104.3104 or an item, other than an instrument, that is an order.

      (h) “Drawee” means a person ordered in a draft to make payment.

      (i) “Item” means an instrument or a promise or order to pay money handled by a bank for collection or payment. The term does not include a payment order governed by Article 4A or a credit or debit card slip.

      (j) “Midnight deadline” with respect to a bank is midnight on its next banking day following the banking day on which it receives the relevant item or notice or from which the time for taking action commences to run, whichever is later.

      (k) “Settle” means to pay in cash, by clearinghouse settlement, in a charge or credit or by remittance, or otherwise as instructed. A settlement may be either provisional or final.

      (l) “Suspends payments” with respect to a bank means that it has been closed by order of the supervisory authorities, that a public officer has been appointed to take it over or that it ceases or refuses to make payments in the ordinary course of business.

      2.  Other definitions applying to this Article and the sections in which they appear are:

 

“Agreement for electronic presentment.” NRS 104.4110.

“Collecting bank.” NRS 104.4105.

“Depositary bank.” NRS 104.4105.

“Intermediary bank.” NRS 104.4105.

“Payor bank.” NRS 104.4105.

“Presenting bank.” NRS 104.4105.

“Presentment notice.” NRS 104.4110.

 

      3.  “Control” as provided in NRS 104.7106 and the following definitions in other Articles apply to this Article:

 

“Acceptance.” NRS 104.3409.

“Alteration.” NRS 104.3407.

“Cashier’s check.” NRS 104.3104.

“Certificate of deposit.” NRS 104.3104.

“Certified check.” NRS 104.3409.

“Check.” NRS 104.3104.

“Holder in due course.” NRS 104.3302.

“Instrument.” NRS 104.3104.

“Notice of dishonor.” NRS 104.3503.

“Order.” NRS 104.3103.

“Ordinary care.” NRS 104.3103.

“Person entitled to enforce.” NRS 104.3301.

“Presentment.” NRS 104.3501.

“Promise.” NRS 104.3103.

“Prove.” NRS 104.3103.

“Record.” NRS 104.3103.

“Remotely-created item.” NRS 104.3103.

“Teller’s check.” NRS 104.3104.

“Unauthorized signature.” NRS 104.3403.

 

      4.  In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.

      (Added to NRS by 1965, 841; A 1993, 1299; 1997, 374; 2005, 855, 2004)

      NRS 104.4105  “Depositary bank”; “payor bank”; “intermediary bank”; “collecting bank”; “presenting bank.”  In this Article:

      1.  “Depositary bank” means the first bank to take an item even though it is also the payor bank, unless the item is presented for immediate payment over the counter.

      2.  “Payor bank” means a bank that is the drawee of a draft.

      3.  “Intermediary bank” means any bank to which an item is transferred in course of collection except the depositary or payor bank.

      4.  “Collecting bank” means any bank handling the item for collection except the payor bank.

      5.  “Presenting bank” means any bank presenting an item except a payor bank.

      (Added to NRS by 1965, 842; A 1993, 1301)

      NRS 104.4106  Payable through or payable at bank.

      1.  If an item states that it is “payable through” a bank identified in the item:

      (a) The item designates the bank as a collecting bank and does not by itself authorize the bank to pay the item; and

      (b) The item may be presented for payment only by or through the bank.

      2.  If an item states that it is “payable at” a bank identified in the item, the item is equivalent to a draft drawn on the bank.

      (Added to NRS by 1993, 1248)

      NRS 104.4107  Separate office of bank.  A branch or separate office of a bank is a separate bank for the purpose of computing the time within which and determining the place at or to which action may be taken or notices or orders must be given under this article and under article 3.

      (Added to NRS by 1965, 842; A 1993, 1301)—(Substituted in revision for NRS 104.4106)

      NRS 104.4108  Time of receipt of items.

      1.  For the purpose of allowing time to process items, prove balances and make the necessary entries on its books to determine its position for the day, a bank may fix an afternoon hour of 2 p.m. or later as a cutoff hour for the handling of money and items and the making of entries on its books.

      2.  Any item or deposit of money received on any day after a cutoff hour so fixed or after the close of the banking day may be treated as being received at the opening of the next banking day.

      (Added to NRS by 1965, 842)—(Substituted in revision for NRS 104.4107)

      NRS 104.4109  Delays.

      1.  Unless otherwise instructed, a collecting bank in a good faith effort to secure payment of a specific item drawn on a payor other than a bank, and with or without the approval of any person involved, may waive, modify or extend time limits imposed or permitted by this chapter for a period not exceeding two additional banking days without discharge of drawers or endorsers or liability to its transferor or a prior party.

      2.  Delay by a collecting bank or payor bank beyond time limits prescribed or permitted by this chapter or by instructions is excused if:

      (a) The delay is caused by interruption of communication or computer facilities, suspension of payments by another bank, war, emergency conditions, failure of equipment or other circumstances beyond the control of the bank; and

      (b) The bank exercises such diligence as the circumstances require.

      (Added to NRS by 1965, 842; A 1993, 1301)—(Substituted in revision for NRS 104.4108)

      NRS 104.4110  Electronic presentment.

      1.  “Agreement for electronic presentment” means an agreement, clearing-house rule or Federal Reserve regulation or operating circular, providing that presentment of an item may be made by transmission of an image of an item or information describing the item (“presentment notice”) rather than delivery of the item itself. The agreement may provide for procedures governing retention, presentment, payment, dishonor and other matters concerning items subject to the agreement.

      2.  Presentment of an item pursuant to an agreement for presentment is made when the presentment notice is received.

      3.  If presentment is made by presentment notice, a reference to “item” or “check” in this article means the presentment notice unless the context otherwise indicates.

      (Added to NRS by 1993, 1248)

      NRS 104.4111  Statute of limitations.  An action to enforce an obligation, duty or right arising under this article must be commenced within three years after the cause of action accrues.

      (Added to NRS by 1993, 1248)

Part 2

Collection of Items: Depositary and Collecting Banks

      NRS 104.4201  Status of collecting bank as agent and provisional status of credits; item endorsed “pay any bank.”

      1.  Unless a contrary intent clearly appears and before the time that a settlement given by a collecting bank for an item is or becomes final, the bank, with respect to the item, is an agent or subagent of the owner of the item and any settlement given for the item is provisional. This provision applies regardless of the form of endorsement or lack of endorsement and even though credit given for the item is subject to immediate withdrawal as of right or is in fact withdrawn; but the continuance of ownership of an item by its owner and any rights of the owner to proceeds of the item are subject to rights of a collecting bank such as those resulting from outstanding advances on the item and rights of recoupment or setoff. If an item is handled by banks for purposes of presentment, payment, collection or return, the relevant provisions of this article apply even though action of the parties clearly establishes that a particular bank has purchased the item and is the owner of it.

      2.  After an item has been endorsed with the words “pay any bank” or the like, only a bank may acquire the rights of a holder until the item has been:

      (a) Returned to the customer initiating collection; or

      (b) Specially endorsed by a bank to a person who is not a bank.

      (Added to NRS by 1965, 843; A 1993, 1302)

      NRS 104.4202  Responsibility for collection or return; when action timely.

      1.  A collecting bank must exercise ordinary care in:

      (a) Presenting an item or sending it for presentment;

      (b) Sending notice of dishonor or nonpayment or returning an item other than a documentary draft to the bank’s transferor after learning that the item has not been paid or accepted, as the case may be;

      (c) Settling for an item when the bank receives final settlement; and

      (d) Notifying its transferor of any loss or delay in transit within a reasonable time after discovery thereof.

      2.  A collecting bank exercises ordinary care under subsection 1 by taking proper action before its midnight deadline following receipt of an item, notice or settlement. Taking proper action within a reasonably longer time may constitute the exercise of ordinary care, but the bank has the burden of establishing timeliness.

      3.  Subject to paragraph (a) of subsection 1, a bank is not liable for the insolvency, neglect, misconduct, mistake or default of another bank or person or for loss or destruction of or inability to obtain repossession of an item in the possession of others or in transit.

      (Added to NRS by 1965, 843; A 1985, 18; 1993, 1302)

      NRS 104.4203  Effect of instructions.  Subject to the provisions of article 3 concerning conversion of instruments (NRS 104.3420) and restrictive endorsements (NRS 104.3206), only a collecting bank’s transferor can give instructions that affect the bank or constitute notice to it, and a collecting bank is not liable to prior parties for any action taken pursuant to the instructions or in accordance with any agreement with its transferor.

      (Added to NRS by 1965, 843; A 1993, 1303)

      NRS 104.4204  Methods of sending and presenting; sending directly to payor bank.

      1.  A collecting bank shall send items by a reasonably prompt method, taking into consideration relevant instructions, the nature of the item, the number of such items on hand, the cost of collection involved, and the method generally used by it or others to present such items.

      2.  A collecting bank may send:

      (a) An item directly to the payor bank;

      (b) An item to a nonbank payor if authorized by its transferor; and

      (c) An item other than documentary drafts to a nonbank payor, if authorized by Federal Reserve regulation or operating circular, clearinghouse rule or the like.

      3.  Presentment may be made by a presenting bank at a place where the payor bank or other payor has requested that presentment be made.

      (Added to NRS by 1965, 844; A 1993, 1303)

      NRS 104.4205  Depository bank holder of unendorsed item.  If a customer delivers an item to a depositary bank for collection:

      1.  The depositary bank becomes a holder of the item at the time it receives the item for collection if the customer at the time of delivery was a holder of the item, whether or not the customer endorses the item, and, if the bank satisfies the other requirements of NRS 104.3302, it is a holder in due course; and

      2.  The depositary bank warrants to collecting banks, the payor bank or other payor, and the drawer that the amount of the item was paid to the customer or deposited to the customer’s account.

      (Added to NRS by 1965, 844; A 1993, 1303)

      NRS 104.4206  Transfer between banks.  Any agreed method which identifies the transferor bank is sufficient for the item’s further transfer to another bank.

      (Added to NRS by 1965, 844)

      NRS 104.4207  Transfer warranties.

      1.  A customer or collecting bank that transfers an item and receives a settlement or other consideration warrants to the transferee and to any subsequent collecting bank that:

      (a) The warrantor is a person entitled to enforce the item;

      (b) All signatures on the item are authentic and authorized;

      (c) The item has not been altered;

      (d) The item is not subject to a defense or claim in recoupment (subsection 1 of NRS 104.3305) of any party that can be asserted against the warrantor;

      (e) The warrantor has no knowledge of any insolvency proceeding commenced with respect to the maker or acceptor or, in the case of an unaccepted draft, the drawer; and

      (f) With respect to a remotely-created item, that the person on whose account the item is drawn authorized the issuance of the item in the amount for which the item is drawn.

      2.  If an item is dishonored, a customer or collecting bank transferring the item and receiving settlement or other consideration is obliged to pay the amount due on the item according to the terms of the item at the time it was transferred, or if the transfer was of an incomplete item, according to its terms when completed as stated in NRS 104.3115 and 104.3407. The obligation of a transferor is owed to the transferee and to any subsequent collecting bank that takes the item in good faith. A transferor cannot disclaim its obligation under this subsection by an endorsement stating that it is made “without recourse” or otherwise disclaiming liability.

      3.  A person to whom the warranties under subsection 1 are made and who took the item in good faith may recover from the warrantor as damages for breach of warranty an amount equal to the loss suffered as a result of the breach, but not more than the amount of the item plus expenses and loss of interest incurred as a result of the breach.

      4.  The warranties stated in subsection 1 cannot be disclaimed with respect to checks. Unless notice of a claim for breach of warranty is given to the warrantor within 30 days after the claimant has reason to know of the breach and the identity of the warrantor, the warrantor is discharged to the extent of any loss caused by the delay in giving notice of the claim.

      5.  A cause of action for breach of warranty under this section accrues when the claimant has reason to know of the breach.

      6.  No claim for breach of warranty in paragraph (f) of subsection 1 is available against a person to which an item was transferred to the extent that under applicable law, including the applicable choice-of-law principles, the person that transferred the item did not make the warranty in paragraph (f) of subsection 1.

      (Added to NRS by 1965, 844; A 1993, 1304; 2005, 2006)

      NRS 104.4208  Presentment warranties.

      1.  If an unaccepted draft is presented to the drawee for payment or acceptance and the drawee pays or accepts the draft, the person obtaining payment or acceptance, at the time of presentment, and a previous transferor of the draft, at the time of transfer, warrant to the drawee that pays or accepts the draft in good faith that:

      (a) The warrantor is, or was at the time the warrantor transferred the draft, a person entitled to enforce the draft or authorized to obtain payment or acceptance of the draft on behalf of a person entitled to enforce the draft;

      (b) The draft has not been altered;

      (c) The warrantor has no knowledge that the signature of the purported drawer of the draft is unauthorized; and

      (d) With respect to a remotely-created item, that the person on whose account the item is drawn authorized the issuance of the item in the amount for which the item is drawn.

      2.  A drawee making payment may recover from a warrantor damages for breach of warranty equal to the amount paid by the drawee less the amount the drawee received or is entitled to receive from the drawer because of the payment. In addition, the drawee is entitled to compensation for expenses and loss of interest resulting from the breach. The right of the drawee to recover damages under this subsection is not affected by any failure of the drawee to exercise ordinary care in making payment. If the drawee accepts the draft:

      (a) Breach of warranty is a defense to the obligation of the acceptor; and

      (b) If the acceptor makes payment with respect to the draft, the acceptor is entitled to recover from a warrantor for breach of warranty the amounts stated in this subsection.

      3.  If a drawee asserts a claim for breach of warranty under subsection 1 based on an unauthorized endorsement of the draft or an alteration of the draft, the warrantor may defend by proving that the endorsement is effective under NRS 104.3404 or 104.3405 or the drawer is precluded under NRS 104.3406 or 104.4406 from asserting against the drawee the unauthorized endorsement or alteration.

      4.  If a dishonored draft is presented for payment to the drawer or an endorser, or any other item is presented for payment to a party obliged to pay the item, and the item is paid, the person obtaining payment and a prior transferor of the item warrant to the person making payment in good faith that the warrantor is, or was at the time the warrantor transferred the item, a person entitled to enforce the item or authorized to obtain payment on behalf of a person entitled to enforce the item. The person making payment may recover from any warrantor for breach of warranty an amount equal to the amount paid plus expenses and loss of interest resulting from the breach.

      5.  The warranties stated in subsections 1 and 4 cannot be disclaimed with respect to checks. Unless notice of a claim for breach of warranty is given to the warrantor within 30 days after the claimant has reason to know of the breach and the identity of the warrantor, the warrantor is discharged to the extent of any loss caused by the delay in giving notice of the claim.

      6.  A cause of action for breach of warranty under this section accrues when the claimant has reason to know of the breach.

      7.  No claim for breach of warranty in paragraph (d) of subsection 1 is available against a person to which an item was transferred to the extent that under applicable law, including the applicable choice-of-law principles, the person that transferred the item did not make the warranty in paragraph (d) of subsection 1.

      (Added to NRS by 1993, 1248; A 2005, 2006)

      NRS 104.4209  Encoding and retention warranties.

      1.  A person who encodes information on or with respect to an item after issue, warrants to any subsequent collecting bank and to the payor bank or other payor that the information is correctly encoded. If the customer of a depositary bank encodes, that bank also makes the warranty.

      2.  A person who undertakes to retain an item pursuant to an agreement for electronic presentment warrants to any subsequent collecting bank and to the payor bank or other payor that retention and presentment of the item comply with the agreement. If a customer of a depositary bank undertakes to retain an item, that bank also makes this warranty.

      3.  A person to whom warranties are made under this section and who took the item in good faith may recover from the warrantor as damages for breach of warranty an amount equal to the loss suffered as a result of the breach, plus expenses and loss of interest incurred as a result of the breach.

      (Added to NRS by 1993, 1249)

      NRS 104.4210  Security interest of collecting bank in items, accompanying documents and proceeds.

      1.  A collecting bank has a security interest in an item and any accompanying documents or the proceeds of either:

      (a) In case of an item deposited in an account to the extent to which credit given for the item has been withdrawn or applied;

      (b) In case of an item for which it has given credit available for withdrawal as of right, to the extent of the credit given, whether or not the credit is drawn upon or there is a right of charge-back; or

      (c) If it makes an advance on or against the item.

      2.  If credit given for several items received at one time or pursuant to a single agreement is withdrawn or applied in part the security interest remains upon all the items, any accompanying documents or the proceeds of either. For the purpose of this section, credits first given are first withdrawn.

      3.  Receipt by a collecting bank of a final settlement for an item is a realization on its security interest in the item, accompanying documents, and proceeds. To the extent and so long as the bank does not receive final settlement for the item or give up possession of the item or possession or control of the accompanying documents for purposes other than collection, the security interest continues and is subject to the provisions of Article 9 except that:

      (a) No security agreement is necessary to make the security interest enforceable (subparagraph (1) of paragraph (c) of subsection 2 of NRS 104.9203);

      (b) No filing is required to perfect the security interest; and

      (c) The security interest has priority over conflicting perfected security interests in the item, accompanying documents, or proceeds.

      (Added to NRS by 1965, 845; A 1993, 1305; 1999, 375; 2005, 856)

      NRS 104.4211  When bank gives value for purposes of holder in due course.  For purposes of determining its status as a holder in due course, a bank has given value to the extent that it has a security interest in an item if the bank otherwise complies with the requirements of NRS 104.3302 on what constitutes a holder in due course.

      (Added to NRS by 1965, 846; A 1993, 1306)—(Substituted in revision for NRS 104.4209)

      NRS 104.4212  Presentment by notice of item not payable by, through or at bank; liability of drawer or endorser.

      1.  Unless otherwise instructed, a collecting bank may present an item not payable by, through or at a bank by sending to the party to accept or pay a record providing notice that the bank holds the item for acceptance or payment. The notice must be sent in time to be received on or before the day when presentment is due and the bank must meet any requirement of the party to accept or pay under NRS 104.3501 by the close of the bank’s next banking day after it knows of the requirement.

      2.  If presentment is made by notice and payment, acceptance or request for compliance with a requirement under NRS 104.3501 is not received by the close of business on the day after maturity or in the case of demand items by the close of business on the third banking day after notice was sent, the presenting bank may treat the item as dishonored and charge any drawer or endorser by sending him or her notice of the facts.

      (Added to NRS by 1965, 846; A 1993, 1306; 2005, 2007)

      NRS 104.4213  Medium and time of settlement by bank.

      1.  With respect to settlement by a bank, the medium and time of settlement may be prescribed by Federal Reserve regulations or circulars, clearinghouse rules, and the like, or agreement. In the absence of such prescription:

      (a) The medium of settlement is cash or credit to an account in a Federal Reserve bank of or specified by the person to receive settlement; and

      (b) The time of settlement is:

             (1) With respect to tender of settlement by cash, a cashier’s check or teller’s check, when the cash or check is sent or delivered;

             (2) With respect to tender of settlement by credit in an account in a Federal Reserve bank, when the credit is made;

             (3) With respect to tender of settlement by a credit or debit to an account in a bank, when the credit or debit is made or, in the case of tender of settlement by authority to charge an account, when the authority is sent or delivered; or

             (4) With respect to tender of settlement by a funds transfer, when payment is made pursuant to subsection 1 of NRS 104A.4406, to the person receiving settlement.

      2.  If the tender of settlement is not by a medium authorized by subsection 1 or the time of settlement is not fixed by subsection 1, no settlement occurs until the tender of settlement is accepted by the person receiving settlement.

      3.  If settlement for an item is made by cashier’s check or teller’s check and the person receiving settlement, before its midnight deadline:

      (a) Presents or forwards the check for collection, settlement is final when the check is finally paid; or

      (b) Fails to present or forward the check for collection, settlement is final at the midnight deadline of the person receiving settlement.

      4.  If settlement for an item is made by giving authority to charge the account of the bank giving settlement in the bank receiving settlement, settlement is final when the charge is made by the bank receiving settlement if there are funds available in the account for the amount of the item.

      (Added to NRS by 1965, 846; A 1991, 412; 1993, 1306)—(Substituted in revision for NRS 104.4211)

      NRS 104.4214  Right of charge-back or refund; liability of collecting bank; return of item.

      1.  If a collecting bank has made provisional settlement with its customer for an item and fails by reason of dishonor, suspension of payments by a bank, or otherwise to receive a settlement for the item which is or becomes final, the bank may revoke the settlement given by it, charge back the amount of any credit given for the item to its customer’s account, or obtain refund from its customer, whether or not it is able to return the item, if by its midnight deadline or within a longer reasonable time after it learns the facts it returns the item or sends notification of the facts. If the return or notice is delayed beyond the bank’s midnight deadline or a longer reasonable time after it learns the facts, the bank may revoke the settlement, charge back the credit, or obtain refund from its customer, but it is liable for any loss resulting from the delay. These rights to revoke, charge back and obtain refund terminate if and when a settlement for the item received by the bank is or becomes final.

      2.  A collecting bank returns an item when it is sent or delivered to the bank’s customer or transferor or pursuant to its instructions.

      3.  A depositary bank that is also the payor may charge back the amount of an item to its customer’s account or obtain refund in accordance with the section governing return of an item received by a payor bank for credit on its books (NRS 104.4301).

      4.  The right to charge back is not affected by:

      (a) Previous use of the credit given for the item; or

      (b) Failure by any bank to exercise ordinary care with respect to the item but a bank so failing remains liable.

      5.  A failure to charge back or claim refund does not affect other rights of the bank against the customer or any other party.

      6.  If credit is given in dollars as the equivalent of the value of an item payable in foreign money, the dollar amount of any charge back or refund must be calculated on the basis of the bank-offered spot rate for the foreign money prevailing on the day when the person entitled to the charge back or refund learns that it will not receive payment in ordinary course. If the return or notice is delayed beyond the bank’s midnight deadline or a longer reasonable time after it learns the facts, the bank may revoke the settlement, charge back the credit, or obtain refund from its customer, but it is liable for any loss resulting from the delay.

      (Added to NRS by 1965, 847; A 1967, 117; 1985, 18; 1993, 1308)—(Substituted in revision for NRS 104.4212)

      NRS 104.4215  Final payment of item by payor bank; when provisional debits and credits become final; when certain credits become available for withdrawal.

      1.  Except as otherwise provided in NRS 104.3418, an item is finally paid by a payor bank when the bank has first done any of the following:

      (a) Paid the item in cash;

      (b) Settled for the item without having a right to revoke settlement under statute, clearinghouse rule, or agreement; or

      (c) Made a provisional settlement for the item and failed to revoke the settlement in the time and manner permitted by statute, clearinghouse rule, or agreement.

      2.  If provisional settlement for an item does not become final, the item is not finally paid.

      3.  If provisional settlement for an item between the presenting and payor banks is made through a clearing house or by debits or credits in an account between them, then to the extent that provisional debits or credits for the item are entered in accounts between the presenting and payor banks or between the presenting and successive prior collecting banks seriatim, they become final upon final payment of the item by the payor bank.

      4.  If a collecting bank receives a settlement for an item which is or becomes final, the bank is accountable to its customer for the amount of the item and any provisional credit given for the item in an account with its customer becomes final.

      5.  Subject to applicable law stating a time for availability of funds and any right of the bank to apply the credit to an obligation of the customer, credit given by a bank for an item in an account with its customer becomes available for withdrawal as of right:

      (a) If the bank has received a provisional settlement for the item, when the settlement becomes final and the bank has had a reasonable time to receive return of the item and the item has not been received within that time;

      (b) If the bank is both a depositary bank and a payor bank and the item is finally paid, at the opening of the bank’s second banking day following receipt of the item.

      6.  Subject to applicable law stating a time for availability of funds and any right of the bank to apply the deposit to an obligation of the customer, the deposit becomes available for withdrawal as of right at the opening of the bank’s next banking day after receipt of the deposit.

      (Added to NRS by 1965, 848; A 1993, 1309)—(Substituted in revision for NRS 104.4213)

      NRS 104.4216  Insolvency and preference.

      1.  If an item is in or comes into the possession of a payor or collecting bank that suspends payment and the item has not been finally paid the item must be returned by the receiver, trustee or agent in charge of the closed bank to the presenting bank or the closed bank’s customer.

      2.  If a payor bank finally pays an item and suspends payments without making a settlement for the item with its customer or the presenting bank which settlement is or becomes final, the owner of the item has a preferred claim against the payor bank.

      3.  If a payor bank gives or a collecting bank gives or receives a provisional settlement for an item and thereafter suspends payments, the suspension does not prevent or interfere with the settlement’s becoming final if the finality occurs automatically upon the lapse of certain time or the happening of certain events.

      4.  If a collecting bank receives from subsequent parties settlement for an item, the settlement is or becomes final, and the bank suspends payments without making a settlement for the item with its customer which is or becomes final, the owner of the item has a preferred claim against the collecting bank.

      (Added to NRS by 1965, 848; A 1993, 1310)—(Substituted in revision for NRS 104.4214)

Part 3

Collection of Items: Payor Banks

      NRS 104.4301  Deferred posting; recovery of payment by return of items; time of dishonor; return of items by payor bank.

      1.  If a payor bank settles for a demand item other than a documentary draft presented otherwise than for immediate payment over the counter before midnight of the banking day of receipt the payor bank may revoke the settlement and recover the settlement if, before it has made final payment and before its midnight deadline, it:

      (a) Returns the item;

      (b) Returns an image of the item, if the party to which the return is made has entered into an agreement to accept an image as a return of the item and the image is returned in accordance with that agreement; or

      (c) Sends a record providing notice of dishonor or nonpayment if the item is unavailable for return.

      2.  If a demand item is received by a payor bank for credit on its books it may return the item or send notice of dishonor and may revoke any credit given or recover the amount thereof withdrawn by its customer, if it acts within the time limit and in the manner specified in subsection 1.

      3.  Unless previous notice of dishonor has been sent an item is dishonored at the time when for purposes of dishonor it is returned or notice sent in accordance with this section.

      4.  An item is returned:

      (a) As to an item presented through a clearinghouse, when it is delivered to the presenting or last collecting bank or to the clearinghouse or is sent or delivered in accordance with clearinghouse rules; or

      (b) In all other cases, when it is sent or delivered to the bank’s customer or transferor or pursuant to his or her instructions.

      (Added to NRS by 1965, 849; A 1993, 1310; 2005, 2008)

      NRS 104.4302  Payor bank’s responsibility for late return of item.

      1.  If an item is presented to and received by a payor bank, the bank is accountable for the amount of:

      (a) A demand item, other than a documentary draft, whether properly payable or not, if the bank, in any case where it is not also the depositary bank, retains the item beyond midnight of the banking day of receipt without settling for it or, whether or not it is also the depositary bank, does not pay or return the item or send notice of dishonor until after its midnight deadline; or

      (b) Any other properly payable item unless, within the time allowed for acceptance or payment of that item, the bank either accepts or pays the item or returns it and accompanying documents.

      2.  The liability of a payor bank to pay an item pursuant to subsection 1 is subject to defenses based on breach of a presentment warranty (NRS 104.4208) or proof that the person seeking enforcement of the liability presented or transferred the item for the purpose of defrauding the payor bank.

      (Added to NRS by 1965, 849; A 1993, 1311)

      NRS 104.4303  When items subject to notice, stop-payment order, legal process or setoff; order in which items may be charged or certified.

      1.  Any knowledge, notice or stop-payment order received by, legal process served upon, or setoff exercised by a payor bank comes too late to terminate, suspend or modify the bank’s right or duty to pay an item or to charge its customer’s account for the item if the knowledge, notice, stop-payment order or legal process is received or served and a reasonable time for the bank to act thereon expires or the setoff is exercised after the earliest of the following:

      (a) The bank accepts or certifies the item;

      (b) The bank pays the item in cash;

      (c) The bank settles for the item without having a right to revoke the settlement under statute, clearinghouse rule, or agreement;

      (d) The bank becomes accountable for the amount of the item under NRS 104.4302 dealing with the payor bank’s responsibility for late return of items; or

      (e) With respect to checks, a cutoff hour no earlier than 1 hour after the opening of the next banking day after the banking day on which the bank received the check and no later than the close of that next banking day or, if no cutoff hour is fixed, the close of the next banking day after the banking day on which the bank received the check.

      2.  Subject to the provisions of subsection 1 items may be accepted, paid, certified or charged to the indicated account of its customer in any order.

      (Added to NRS by 1965, 850; A 1993, 1311)

Part 4

Relationship Between Payor Bank and its Customer

      NRS 104.4401  When bank may charge customer’s account.

      1.  A bank may charge against the account of a customer any item that is properly payable from that account even though the charge creates an overdraft. An item is properly payable if it is authorized by the customer and is in accordance with any agreement between the customer and bank.

      2.  A customer is not liable for the amount of an overdraft if the customer neither signed the item nor benefited from the proceeds of the item.

      3.  A bank may charge against the account of a customer a check that is otherwise properly payable from the account, even though payment was made before the date of the check, unless the customer has given notice to the bank of the postdating describing the check with reasonable certainty. The notice is effective for the period stated in subsection 2 of NRS 104.4403 for stop-payment orders, and must be received at such time and in such manner as to afford the bank a reasonable opportunity to act on it before the bank takes any action with respect to the check described in NRS 104.4303. If a bank charges against the account of a customer a check before the date stated in the notice of postdating, the bank is liable for damages for the loss resulting from its act. The loss may include damages for dishonor of subsequent items under NRS 104.4402.

      4.  A bank which in good faith makes payment to a holder may charge the indicated account of its customer according to:

      (a) The original terms of the customer’s altered item; or

      (b) The terms of the customer’s completed item, even though the bank knows the item has been completed unless the bank has notice that the completion was improper.

      (Added to NRS by 1965, 850; A 1993, 1312)

      NRS 104.4402  Bank’s liability to customer for wrongful dishonor; time of determining insufficiency of account.

      1.  Except as otherwise provided in this article, a payor bank wrongfully dishonors an item if it dishonors an item that is properly payable, but a bank may dishonor an item that would create an overdraft unless it has agreed to pay the overdraft.

      2.  A payor bank is liable to its customer for damages proximately caused by the wrongful dishonor of an item. Liability is limited to actual damages proved and may include damages for an arrest or prosecution of the customer or other consequential damages. Whether any consequential damages are proximately caused by the wrongful dishonor is a question of fact to be determined in each case.

      3.  A payor bank’s determination of the customer’s account balance on which a decision to dishonor for insufficiency of available funds is based may be made at any time between the time the item is received by the payor bank and the time that the payor bank returns the item or gives notice in lieu of return, and no more than one determination need be made. If, at the election of the payor bank, a subsequent determination is made for the purpose of reevaluating the bank’s decision to dishonor the item, the account balance at that time is determinative of whether a dishonor for insufficiency of available funds is wrongful.

      (Added to NRS by 1965, 851; A 1993, 1312)

      NRS 104.4403  Customer’s right to stop payment; burden of proof of loss.

      1.  A customer or any person authorized to draw on the account if there is more than one person, may stop payment of any item drawn on the customer’s account or close the account by an order to the bank describing the item or account with reasonable certainty received at a time and in a manner that affords the bank a reasonable opportunity to act on it before the happening of any of the events described in NRS 104.4303. If the signature of more than one person is required to draw on an account, any of these persons may stop payment or close the account.

      2.  A stop-payment order is effective for 6 months, but it lapses after 14 calendar days if the original order was oral and was not confirmed in a record within that period. A stop-payment order may be renewed for additional 6-month periods by a record given to the bank within a period during which the stop-payment order is effective.

      3.  The burden of establishing the fact and amount of loss resulting from the payment of an item contrary to a stop-payment order or order to close an account is on the customer. The loss from payment of an item contrary to a stop-payment order may include damages for dishonor of subsequent items under NRS 104.4402.

      (Added to NRS by 1965, 851; A 1993, 1313; 2005, 2008)

      NRS 104.4404  Bank not obligated to pay check more than 6 months old.  A bank is under no obligation to a customer having a checking account to pay a check, other than a certified check, which is presented more than 6 months after its date, but it may charge its customer’s account for a payment made thereafter.

      (Added to NRS by 1965, 851)

      NRS 104.4405  Death or incompetence of customer.

      1.  A payor or collecting bank’s authority to accept, pay or collect an item or to account for proceeds of its collection, if otherwise effective, is not rendered ineffective by incompetence of a customer of either bank existing at the time the item is issued or its collection is undertaken if the bank does not know of an adjudication of incompetence. Neither death nor incompetence of a customer revokes the authority to accept, pay, collect or account until the bank knows of the fact of death or of an adjudication of incompetence and has reasonable opportunity to act on it.

      2.  Even with knowledge, a bank may, for 10 days after the date of death, pay or certify checks drawn by the decedent on or before that date unless ordered to stop payment by a person claiming an interest in the account.

      (Added to NRS by 1965, 851; A 1971, 1008; 1993, 1313)

      NRS 104.4406  Customer’s duty to discover or report unauthorized signature or alteration.

      1.  A bank that sends or makes available to a customer a statement of account showing payment of items for the account shall either return or make available to the customer the items paid or provide information in the statement of account sufficient to allow the customer reasonably to identify the items paid. The statement of account provides sufficient information if the item is described by item number, amount and date of payment.

      2.  If the items are not returned to the customer, the person retaining the items shall either retain the items or, if the items are destroyed, maintain the capacity to furnish legible copies of the items until the expiration of 7 years after receipt of the items. A customer may request an item from the bank that paid the item, and that bank must provide in a reasonable time either the item or, if the item has been destroyed or is not otherwise obtainable, a legible copy of the item.

      3.  If a bank sends or makes available a statement of account or items pursuant to subsection 1, the customer must exercise reasonable promptness in examining the statement or the items to determine whether any payment was not authorized because of an alteration of an item or because a purported signature by or on behalf of the customer was not authorized. If, based on the statement or items provided, the customer should reasonably have discovered the unauthorized payment, the customer must promptly notify the bank of the relevant facts.

      4.  If the bank proves that the customer failed, with respect to an item, to comply with the duties imposed on the customer by subsection 3, the customer is precluded from asserting against the bank:

      (a) His or her unauthorized signature or any alteration on the item, if the bank also proves that it suffered a loss by reason of the failure; and

      (b) His or her unauthorized signature or alteration by the same wrongdoer on any other item paid in good faith by the bank if the payment was made before the bank received notice from the customer of the unauthorized signature or alteration and after the customer had been afforded a reasonable period of time, not exceeding 30 days, in which to examine the item or statement of account and notify the bank.

      5.  If subsection 4 applies and the customer proves that the bank failed to exercise ordinary care in paying the item and that the failure substantially contributed to loss, the loss is allocated between the customer precluded and the bank asserting the preclusion according to the extent to which the failure of the customer to comply with subsection 3 and the failure of the bank to exercise ordinary care contributed to the loss. If the customer proves that the bank did not pay the item in good faith, the preclusion under subsection 4 does not apply.

      6.  Without regard to care or lack of care of either the customer or the bank a customer who does not within 1 year after the statement or items are made available to him or her (subsection 1) discover and report his or her unauthorized signature or any alteration on the item, is precluded from asserting against the bank the unauthorized signature or the alteration. If there is a preclusion under this subsection, the payor bank may not recover for breach of warranty under NRS 104.4208 with respect to the unauthorized signature or alteration to which the preclusion applies.

      (Added to NRS by 1965, 852; A 1971, 550; 1993, 1314)

      NRS 104.4407  Payor bank’s right to subrogation on improper payment.  If a payor bank has paid an item over the order of the drawer or maker to stop payment, or after an account has been closed, or otherwise under circumstances giving a basis for objection by the drawer or maker, to prevent unjust enrichment and only to the extent necessary to prevent loss to the bank by reason of its payment of the item, the payor bank is subrogated to the rights:

      1.  Of any holder in due course on the item against the drawer or maker;

      2.  Of the payee or any other holder of the item against the drawer or maker either on the item or under the transaction out of which the item arose; and

      3.  Of the drawer or maker against the payee or any other holder of the item with respect to the transaction out of which the item arose.

      (Added to NRS by 1965, 852; A 1993, 1316)

Part 5

Collection of Documentary Drafts

      NRS 104.4501  Handling of documentary drafts; duty to send for presentment and to notify customer of dishonor.  A bank which takes a documentary draft for collection must present or send the draft and accompanying documents for presentment and upon learning that the draft has not been paid or accepted in due course must seasonably notify its customer of such fact even though it may have discounted or bought the draft or extended credit available for withdrawal as of right.

      (Added to NRS by 1965, 853)

      NRS 104.4502  Presentment of “on arrival” drafts.  When a draft or the relevant instructions require presentment “on arrival,” “when goods arrive” or the like, the collecting bank need not present until in its judgment a reasonable time for arrival of the goods has expired. Refusal to pay or accept because the goods have not arrived is not dishonor; the bank must notify its transferor of such refusal but need not present the draft again until it is instructed to do so or learns of the arrival of the goods.

      (Added to NRS by 1965, 853)

      NRS 104.4503  Responsibility of presenting bank for documents and goods; report of reasons for dishonor; referee in case of need.  Unless otherwise instructed and except as provided in article 5 a bank presenting a documentary draft:

      1.  Must deliver the documents to the drawee on acceptance of the draft if it is payable more than 3 days after presentment; otherwise, only on payment; and

      2.  Upon dishonor, either in the case of presentment for acceptance or presentment for payment, may seek and follow instructions from any referee in case of need designated in the draft or if the presenting bank does not choose to utilize the referee’s services it must use diligence and good faith to ascertain the reason for dishonor, must notify its transferor of the dishonor and of the results of its effort to ascertain the reasons therefor and must request instructions.

Ê But the presenting bank is under no obligation with respect to goods represented by the documents except to follow any reasonable instructions seasonably received; it has a right to reimbursement for any expense incurred in following instructions and to prepayment of or indemnity for such expenses.

      (Added to NRS by 1965, 853)

      NRS 104.4504  Privilege of presenting bank to deal with goods; security interest for expenses.

      1.  A presenting bank which, following the dishonor of a documentary draft, has seasonably requested instructions but does not receive them within a reasonable time may store, sell or otherwise deal with the goods in any reasonable manner.

      2.  For its reasonable expenses incurred by action under subsection 1 the presenting bank has a lien upon the goods or their proceeds, which may be foreclosed in the same manner as an unpaid seller’s lien.

      (Added to NRS by 1965, 853)

ARTICLE 5

LETTERS OF CREDIT

      NRS 104.5101  Short title.  This article may be cited as Uniform Commercial Code—Letters of Credit.

      (Added to NRS by 1965, 854; A 1997, 376)

      NRS 104.5102  Definitions.

      1.  In this article:

      (a) “Adviser” means a person who, at the request of the issuer, a confirmer or another adviser, notifies or requests another adviser to notify the beneficiary that a letter of credit has been issued, confirmed or amended.

      (b) “Applicant” means a person at whose request or for whose account a letter of credit is issued. The term includes a person who requests an issuer to issue a letter of credit on behalf of another person if the person making the request undertakes an obligation to reimburse the issuer.

      (c) “Beneficiary” means a person who, under the terms of a letter of credit, is entitled to have its complying presentation honored. The term includes a person to whom drawing rights have been transferred under a transferable letter of credit.

      (d) “Confirmer” means a nominated person who undertakes, at the request or with the consent of the issuer, to honor a presentation under a letter of credit issued by another person.

      (e) “Dishonor” of a letter of credit means failure to honor or to take an interim action in a timely manner, such as acceptance of a draft, that may be required by the letter of credit.

      (f) “Document” means a draft or other demand, document of title, investment security, certificate, invoice or other record, statement or representation of fact, law, right or opinion which is presented in a written or other medium permitted by a letter of credit or, unless prohibited by the letter of credit, by the standard practice referred to in subsection 5 of NRS 104.5108, and which is capable of being examined for compliance with the terms and conditions of the letter of credit. A document may not be oral.

      (g) “Good faith” means honesty in fact in the conduct or transaction concerned.

      (h) “Honor” of a letter of credit means performance of the issuer’s undertaking in the letter of credit to pay or deliver an item of value. Unless the letter of credit otherwise provides, “honor” occurs:

             (1) Upon payment;

             (2) If the letter of credit provides for acceptance, upon acceptance of a draft and, at maturity, its payment; or

             (3) If the letter of credit provides for incurring a deferred obligation, upon incurring the obligation and, at maturity, its performance.

      (i) “Issuer” means a bank or other person that issues a letter of credit. The term does not include a natural person who makes an engagement for personal, family or household purposes.

      (j) “Letter of credit” means a definite undertaking that satisfies the requirements of NRS 104.5104 by an issuer to a beneficiary at the request or for the account of an applicant or, in the case of a financial institution, to itself or for its own account, to honor a documentary presentation by payment or delivery of an item of value.

      (k) “Nominated person” means a person whom the issuer designates or authorizes to pay, accept, negotiate or otherwise give value under a letter of credit and undertakes by agreement or custom and practice to reimburse.

      (l) “Presentation” means delivery of a document to an issuer or nominated person for honor or giving of value under a letter of credit.

      (m) “Presenter” means a person making a presentation as or on behalf of a beneficiary or nominated person.

      (n) “Record” means information which is inscribed on a tangible medium, or which is stored in an electronic or other medium and is retrievable in perceivable form.

      (o) “Successor of a beneficiary” means a person who succeeds to substantially all of the rights of a beneficiary by operation of law, including a corporation with or into which the beneficiary has been merged or consolidated, an administrator, executor, personal representative, trustee in bankruptcy, debtor in possession, liquidator and receiver.

      2.  Definitions in other articles applying to this article and the sections in which they appear are:

 

“Accept” or “acceptance.” NRS 104.3409.

“Value.” NRS 104.3303 and 104.4211.

 

      3.  Article 1 contains general definitions and principles of construction and interpretation applicable throughout this article.

      (Added to NRS by 1965, 854; A 1997, 377)

      NRS 104.5103  Scope.

      1.  This Article applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit.

      2.  The statement of a rule in this Article does not by itself require, imply or negate application of the same or a different rule to a situation not provided for, or to a person not specified, in this Article.

      3.  Except as otherwise provided in this subsection, subsections 1 and 4 of this section, paragraphs (i) and (j) of subsection 1 of NRS 104.5102, subsection 4 of NRS 104.5106 and subsection 4 of NRS 104.5114, and except to the extent prohibited in NRS 104.1302 and subsection 4 of NRS 104.5117, the effect of this Article may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this Article.

      4.  Rights and obligations of an issuer to a beneficiary or a nominated person under a letter of credit are independent of the existence, performance or nonperformance of a contract or arrangement out of which the letter of credit arises or which underlies it, including contracts or arrangements between the issuer and the applicant and between the applicant and the beneficiary.

      (Added to NRS by 1965, 854; A 1997, 376; 2005, 857)

      NRS 104.5104  Formal requirements.  A letter of credit, confirmation, advice, transfer, amendment or cancellation may be issued in any form that is a record and is authenticated by a signature or in accordance with the agreement of the parties or the standard practice referred to in subsection 5 of NRS 104.5108.

      (Added to NRS by 1965, 855; A 1997, 379)

      NRS 104.5105  Consideration.  Consideration is not required to issue, amend, transfer or cancel a letter of credit, advice or confirmation.

      (Added to NRS by 1965, 855; A 1997, 379)

      NRS 104.5106  Issuance, amendment, cancellation and duration.

      1.  A letter of credit is issued and becomes enforceable according to its terms against the issuer when the issuer sends or otherwise transmits it to the person requested to advise or to the beneficiary. A letter of credit is revocable only if it so provides.

      2.  After a letter of credit is issued, rights and obligations of a beneficiary, applicant, confirmer and issuer are not affected by an amendment or cancellation to which he or she has not consented except to the extent the letter of credit provides that it is revocable or that the issuer may amend or cancel the letter of credit without that consent.

      3.  If there is no stated expiration date or other provision that determines its duration, a letter of credit expires 1 year after its stated date of issuance or, if none is stated, after the date on which it is issued.

      4.  A letter of credit which states that it is perpetual expires 5 years after its stated date of issuance, or if none is stated, after the date on which it is issued.

      (Added to NRS by 1965, 855; A 1997, 379)

      NRS 104.5107  Confirmer, nominated person and adviser.

      1.  A confirmer is directly obligated on a letter of credit and has the rights and obligations of an issuer to the extent of its confirmation. The confirmer also has rights against and obligations to the issuer as if the issuer were an applicant and the confirmer had issued the letter of credit at the request and for the account of the issuer.

      2.  A nominated person who is not a confirmer is not obligated to honor or otherwise give value for a presentation.

      3.  A person requested to advise may decline to act as an adviser. An adviser that is not a confirmer is not obligated to honor or give value for a presentation. An adviser undertakes to the issuer and to the beneficiary accurately to advise the terms of the letter of credit, confirmation, amendment or advice received by the adviser and undertakes to the beneficiary to check the apparent authenticity of the request to advise. Even if the advice is inaccurate, the letter of credit, confirmation or amendment is enforceable as issued.

      4.  A person who notifies a transferee beneficiary of the terms of a letter of credit, confirmation, amendment or advice has the rights and obligations of an adviser under subsection 3. The terms in the notice to the transferee beneficiary may differ from the terms in any notice to the transferor beneficiary to the extent permitted by the letter of credit, confirmation, amendment or advice received by the person who so notifies.

      (Added to NRS by 1965, 855; A 1997, 380)

      NRS 104.5108  Issuer’s rights and obligations.

      1.  Except as otherwise provided in NRS 104.5109, an issuer shall honor a presentation that, as determined by the standard practice referred to in subsection 5, appears on its face strictly to comply with the terms and conditions of the letter of credit. Except as otherwise provided in NRS 104.5113 and unless otherwise agreed with the applicant, an issuer shall dishonor a presentation that does not appear so to comply.

      2.  An issuer has a reasonable time after presentation, but not beyond the end of the 7th business day of the issuer after the day of its receipt of documents:

      (a) To honor a letter of credit;

      (b) If the letter of credit provides for honor to be completed more than 7 business days after presentation, to accept a draft or incur a deferred obligation; or

      (c) To give notice to the presenter of discrepancies in the presentation.

      3.  Except as otherwise provided in subsection 4, an issuer is precluded from asserting as a basis for dishonor any discrepancy if notice is not given in a timely manner or any discrepancy not stated in the notice if notice is given in a timely manner.

      4.  Failure to give the notice specified in subsection 2 or to mention fraud, forgery or expiration in the notice does not preclude the issuer from asserting as a basis for dishonor, fraud or forgery as described in subsection 1 of NRS 104.5109 or expiration of the letter of credit before presentation.

      5.  An issuer shall observe standard practice of financial institutions that regularly issue letters of credit. Any determination of the issuer’s observance of the standard practice is a matter of interpretation for the court. The court shall offer the parties a reasonable opportunity to present evidence of the standard practice.

      6.  An issuer is not responsible for:

      (a) The performance or nonperformance of the underlying contract, arrangement or transaction;

      (b) An act or omission of others; or

      (c) Observance or knowledge of the usage of a particular trade other than the standard practice referred to in subsection 5.

      7.  If an undertaking constituting a letter of credit under paragraph (j) of subsection 1 of NRS 104.5102 contains nondocumentary conditions, an issuer shall disregard the nondocumentary conditions and treat them as if they were not stated.

      8.  An issuer that has dishonored a presentation shall return the documents or hold them at the disposal of, and send advice to the effect to, the presenter.

      9.  An issuer that has honored a presentation as permitted or required by this article:

      (a) Is entitled to be reimbursed by the applicant in immediately available funds not later than the date of its payment of funds;

      (b) Takes the documents free of claims of the beneficiary or presenter;

      (c) Is precluded from asserting a right of recourse on a draft under NRS 104.3414 and 104.3415;

      (d) Except as otherwise provided in NRS 104.5110 and 104.5117, is precluded from restitution of money paid or other value given by mistake to the extent the mistake concerns discrepancies in the documents or tender which are apparent on the face of the presentation; and

      (e) Is discharged to the extent of its performance under the letter of credit unless the issuer honored a presentation in which a required signature of a beneficiary was forged.

      (Added to NRS by 1965, 856; A 1997, 381)

      NRS 104.5109  Fraud and forgery.

      1.  If a presentation is made that appears on its face strictly to comply with the terms and conditions of a letter of credit, but a required document is forged or materially fraudulent, or honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant:

      (a) The issuer shall honor the presentation, if honor is demanded by a nominated person who has given value in good faith and without notice of forgery or material fraud, a confirmer who has honored his or her confirmation in good faith, a holder in due course of a draft drawn under the letter of credit which was taken after acceptance by the issuer or nominated person, or an assignee of the issuer’s or nominated person’s deferred obligation that was taken for value and without notice of forgery or material fraud after the obligation was incurred by the issuer or nominated person; and

      (b) The issuer, acting in good faith, may honor or dishonor the presentation in any other case.

      2.  If an applicant claims that a required document is forged or materially fraudulent or that honor of the presentation would facilitate a material fraud by the beneficiary on the issuer or applicant, a court of competent jurisdiction may temporarily or permanently enjoin the issuer from honoring the presentation or grant similar relief against the issuer or other persons only if the court finds that:

      (a) The relief is not prohibited under the law applicable to an accepted draft or deferred obligation incurred by the issuer;

      (b) A beneficiary, issuer or nominated person who may be adversely affected is adequately protected against loss that it may suffer because the relief is granted;

      (c) All of the conditions to entitle a person to the relief under the law of this State have been met; and

      (d) On the basis of the information submitted to the court, the applicant is more likely than not to succeed under its claim of forgery or material fraud and the person demanding honor does not qualify for protection under paragraph (a) of subsection 1.

      (Added to NRS by 1997, 356)

      NRS 104.5110  Warranties.

      1.  If its presentation is honored, the beneficiary warrants:

      (a) To the issuer, any other person to whom presentation is made, and the applicant that there is no fraud or forgery of the kind described in subsection 1 of NRS 104.5109; and

      (b) To the applicant that the drawing does not violate any agreement between the applicant and beneficiary or any other agreement intended by them to be augmented by the letter of credit.

      2.  The warranties in subsection 1 are in addition to warranties arising under articles 3, 4, 7 and 8 because of the presentation or transfer of documents covered by any of those articles.

      (Added to NRS by 1965, 857; A 1997, 382)

      NRS 104.5111  Remedies.

      1.  If an issuer wrongfully dishonors or repudiates its obligation to pay money under a letter of credit before presentation, the beneficiary, successor or nominated person presenting on its own behalf may recover from the issuer the amount that is the subject of the dishonor or repudiation. If the issuer’s obligation under the letter of credit is not for the payment of money, the claimant may obtain specific performance or, at the claimant’s election, recover an amount equal to the value of performance from the issuer. In either case, the claimant may also recover incidental but not consequential damages. The claimant is not obligated to take action to avoid damages that might be due from the issuer under this subsection. If, although not obligated to do so, the claimant avoids damages, the claimant’s recovery from the issuer must be reduced by the amount of damages avoided. The issuer has the burden of proving the amount of damages avoided. In the case of repudiation the claimant need not present any document.

      2.  If an issuer wrongfully dishonors a draft or demand presented under a letter of credit or honors a draft or demand in breach of its obligation to the applicant, the applicant may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach.

      3.  If an adviser or nominated person other than a confirmer breaches an obligation under this article or an issuer breaches an obligation not covered in subsection 1 or 2, a person to whom the obligation is owed may recover damages resulting from the breach, including incidental but not consequential damages, less any amount saved as a result of the breach. To the extent of the confirmation, a confirmer has the liability of an issuer specified in this subsection and subsections 1 and 2.

      4.  An issuer, nominated person or adviser who is found liable under subsection 1, 2 or 3 shall pay interest on the amount owed thereunder from the date of wrongful dishonor or other appropriate date.

      5.  Reasonable attorney’s fees and other expenses of litigation must be awarded to the prevailing party in an action in which a remedy is sought under this article.

      6.  Damages that would otherwise be payable by a party for breach of an obligation under this article may be liquidated by agreement or undertaking, but only in an amount or by a formula that is reasonable in light of the harm anticipated.

      (Added to NRS by 1965, 858; A 1997, 383)

      NRS 104.5112  Transfer of letter of credit.

      1.  Except as otherwise provided in NRS 104.5113, unless a letter of credit provides that it is transferable, the right of a beneficiary to draw or otherwise demand performance under the letter of credit may not be transferred.

      2.  Even if a letter of credit provides that it is transferable, the issuer may refuse to recognize or carry out a transfer if:

      (a) The transfer would violate applicable law; or

      (b) The transferor or transferee has failed to comply with any requirement stated in the letter of credit or any other requirement relating to transfer imposed by the issuer which is within the standard practice referred to in subsection 5 of NRS 104.5108 or is otherwise reasonable under the circumstances.

      (Added to NRS by 1965, 858; A 1973, 934; 1997, 384)

      NRS 104.5113  Transfer by operation of law.

      1.  A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in the name of the beneficiary without disclosing its status as a successor.

      2.  A successor of a beneficiary may consent to amendments, sign and present documents, and receive payment or other items of value in its own name as the disclosed successor of the beneficiary. Except as otherwise provided in subsection 5, an issuer shall recognize a disclosed successor of a beneficiary as beneficiary in full substitution for its predecessor upon compliance with the requirements for recognition by the issuer of a transfer of drawing rights by operation of law under the standard practice referred to in subsection 5 of NRS 104.5108 or, in the absence of such a practice, compliance with other reasonable procedures sufficient to protect the issuer.

      3.  An issuer is not obliged to determine whether a purported successor is a successor of a beneficiary or whether the signature of a purported successor is genuine or authorized.

      4.  Honor of a purported successor’s apparently complying presentation under subsection 1 or 2 has the consequences specified in subsection 9 of NRS 104.5108 even if the purported successor is not the successor of a beneficiary. Documents signed in the name of the beneficiary or of a disclosed successor by a person who is neither the beneficiary nor the successor of the beneficiary are forged documents for the purposes of NRS 104.5109.

      5.  An issuer whose rights of reimbursement are not covered by subsection 4 or substantially similar law and any confirmer or nominated person may decline to recognize a presentation under subsection 2.

      6.  A beneficiary whose name is changed after the issuance of a letter of credit has the same rights and obligations as a successor of a beneficiary under this section.

      (Added to NRS by 1997, 357)

      NRS 104.5114  Assignment of proceeds.

      1.  As used in this section, “proceeds of a letter of credit” means the cash, check, accepted draft or other item of value paid or delivered upon honor or giving of value by the issuer or any nominated person under the letter of credit. The term does not include a beneficiary’s drawing rights or documents presented by the beneficiary.

      2.  A beneficiary may assign its right to part or all of the proceeds of a letter of credit. The beneficiary may do so before presentation as a present assignment of its right to receive proceeds contingent upon its compliance with the terms and conditions of the letter of credit.

      3.  An issuer or nominated person need not recognize an assignment of proceeds of a letter of credit until it consents to the assignment.

      4.  An issuer or nominated person has no obligation to give or withhold its consent to an assignment of proceeds of a letter of credit, but consent may not be unreasonably withheld if the assignee possesses and exhibits the letter of credit and presentation of the letter of credit is a condition to honor.

      5.  The rights of a transferee beneficiary or nominated person are independent of the beneficiary’s assignment of the proceeds of a letter of credit and are superior to the assignee’s right to the proceeds.

      6.  The rights recognized by this section between an assignee and an issuer, transferee beneficiary or nominated person and the issuer’s or nominated person’s payment of proceeds to an assignee or a third person do not affect the rights between the assignee and any person other than the issuer, transferee beneficiary or nominated person. The mode of creating and perfecting a security interest in or granting an assignment of a beneficiary’s rights to proceeds is governed by article 9 or other law. Against persons other than the issuer, transferee beneficiary or nominated person, the rights and obligations arising upon the creation of a security interest or other assignment of a beneficiary’s right to proceeds and its perfection are governed by article 9 or other law.

      (Added to NRS by 1997, 357)

      NRS 104.5115  Statute of limitations.  An action to enforce a right or obligation arising under this article must be commenced within 1 year after the expiration date of the relevant letter of credit or 1 year after the claim for relief accrues, whichever occurs later. A claim for relief accrues when the breach occurs, regardless of the aggrieved party’s lack of knowledge of the breach.

      (Added to NRS by 1997, 358)

      NRS 104.5116  Choice of law and forum.

      1.  The liability of an issuer, nominated person or adviser for action or omission is governed by the law of the jurisdiction chosen by an agreement in the form of a record signed or otherwise authenticated by the affected parties in the manner provided in NRS 104.5104 or by a provision in his or her letter of credit, confirmation or other undertaking. The jurisdiction whose law is chosen need not bear any relation to the transaction.

      2.  Unless subsection 1 applies, the liability of an issuer, nominated person or adviser for action or omission is governed by the law of the jurisdiction in which he or she is located. The issuer, nominated person or adviser for action or omission is considered to be located at the address indicated in his or her undertaking. If more than one address is indicated, he or she is considered to be located at the address from which his or her undertaking was issued. For the purpose of jurisdiction, choice of law and recognition of interbranch letters of credit, but not enforcement of a judgment, all branches of a bank are considered separate juridical entities and a bank is considered to be located at the place where its relevant branch is considered to be located under this subsection.

      3.  Except as otherwise provided in this subsection, the liability of an issuer, nominated person or adviser is governed by any rules of custom or practice, such as the Uniform Customs and Practice for Documentary Credits, to which the letter of credit, confirmation or other undertaking is expressly made subject. If:

      (a) This article would govern the liability of an issuer, nominated person or adviser under subsection 1 or 2;

      (b) The relevant undertaking incorporates rules of custom or practice; and

      (c) There is conflict between this article and those rules as applied to that undertaking,

Ê those rules govern except to the extent of any conflict with the nonvariable provisions specified in subsection 3 of NRS 104.5103.

      4.  If there is conflict between this article and article 3, 4, 4A or 9, this article governs.

      5.  The forum for settling disputes arising out of an undertaking within this article may be chosen in the manner and with the binding effect that governing law may be chosen in accordance with subsection 1.

      (Added to NRS by 1997, 358)

      NRS 104.5117  Subrogation of issuer, applicant and nominated person.

      1.  An issuer that honors a beneficiary’s presentation is subrogated to the rights of the beneficiary to the same extent as if the issuer were a secondary obligor of the underlying obligation owed to the beneficiary and of the applicant to the same extent as if the issuer were the secondary obligor of the underlying obligation owed to the applicant.

      2.  An applicant that reimburses an issuer is subrogated to the rights of the issuer against any beneficiary, presenter or nominated person to the same extent as if the applicant were the secondary obligor of the obligations owed to the issuer and has the rights of subrogation of the issuer to the rights of the beneficiary stated in subsection 1.

      3.  A nominated person who pays or gives value against a draft or demand presented under a letter of credit is subrogated to the rights of:

      (a) The issuer against the applicant to the same extent as if the nominated person were a secondary obligor of the obligation owed to the issuer by the applicant;

      (b) The beneficiary to the same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the beneficiary; and

      (c) The applicant to same extent as if the nominated person were a secondary obligor of the underlying obligation owed to the applicant.

      4.  Notwithstanding any agreement or term to the contrary, the rights of subrogation stated in subsections 1 and 2 do not arise until the issuer honors the letter of credit or otherwise pays and the rights stated in subsection 3 do not arise until the nominated person pays or otherwise gives value. Until then, the issuer, nominated person and applicant do not derive under this section present or prospective rights forming the basis of a claim, defense or excuse.

      (Added to NRS by 1997, 359)

      NRS 104.5118  Security interest of issuer or nominated person.

      1.  An issuer or a nominated person has a security interest in a document presented under a letter of credit and any identifiable proceeds of the collateral to the extent that the issuer or nominated person honors or gives value for the presentation.

      2.  As long as and to the extent that an issuer or a nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subsection 1, the security interest continues and is subject to article 9, but:

      (a) A security agreement is not necessary to make the security interest enforceable under paragraph (c) of subsection 2 of NRS 104.9203;

      (b) If the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; and

      (c) If the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, so long as the debtor does not have possession of the document, the security interest is perfected and has priority over a conflicting security interest in the document.

      (Added to NRS by 1999, 365)

ARTICLE 7

WAREHOUSE RECEIPTS, BILLS OF LADING AND OTHER DOCUMENTS OF TITLE

Part 1

General

      NRS 104.7101  Short title.  This Article may be cited as the Uniform Commercial Code—Documents of Title.

      (Added to NRS by 2005, 833)

      NRS 104.7102  Definitions and index of definitions.

      1.  In this Article, unless the context otherwise requires:

      (a) “Bailee” means a person that by a warehouse receipt, bill of lading or other document of title acknowledges possession of goods and contracts to deliver them.

      (b) “Carrier” means a person that issues a bill of lading.

      (c) “Consignee” means a person named in a bill of lading to which or to whose order the bill promises delivery.

      (d) “Consignor” means a person named in a bill of lading as the person from whom the goods have been received for shipment.

      (e) “Delivery order” means a record that contains an order to deliver goods directed to a warehouse, carrier or other person that in the ordinary course of business issues warehouse receipts or bills of lading.

      (f) “Goods” means all things that are treated as movable for the purposes of a contract for storage or transportation.

      (g) “Issuer” means a bailee that issues a document of title or, in the case of an unaccepted delivery order, the person that orders the possessor of goods to deliver. The term includes a person for whom an agent or employee purports to act in issuing a document if the agent or employee has real or apparent authority to issue documents, even if the issuer did not receive any goods, the goods were misdescribed, or in any other respect the agent or employee violated the issuer’s instructions.

      (h) “Person entitled under the document” means the holder, in the case of a negotiable document of title, or the person to whom delivery of the goods is to be made by the terms of, or pursuant to instructions in a record under, a nonnegotiable document of title.

      (i) “Sign” means, with present intent to authenticate or adopt a record:

             (1) To execute or adopt a tangible symbol; or

             (2) To attach to or logically associate with the record an electronic sound, symbol or process.

      (j) “Shipper” means a person that enters into a contract of transportation with a carrier.

      (k) “Warehouse” means a person engaged in the business of storing goods for hire.

      2.  Definitions in other Articles applying to this Article and the sections in which they appear are:

      (a) “Contract for sale,” NRS 104.2106.

      (b) “Lessee in the ordinary course of business,” NRS 104A.2103.

      (c) “Receipt” of goods, NRS 104.2103.

      3.  In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.

      (Added to NRS by 2005, 833)

      NRS 104.7103  Relation of Article to treaty or statute.

      1.  This Article is subject to any treaty or statute of the United States or regulatory statute of this State to the extent the treaty, statute or regulatory statute is applicable.

      2.  This Article does not modify or repeal any law prescribing the form or content of a document of title or the services or facilities to be afforded by a bailee, or otherwise regulating a bailee’s business in respects not specifically treated in this Article. However, violation of such a law does not affect the status of a document of title that otherwise is within the definition of a document of title.

      3.  This Article modifies, limits and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq., but does not modify, limit or supersede Section 101(c) of that act, 15 U.S.C. § 7001(c), or authorize electronic delivery of any of the notices described in Section 103(b) of that act, 15 U.S.C. § 7003(b).

      4.  To the extent there is a conflict between the Uniform Electronic Transactions Act and this Article, this Article governs.

      (Added to NRS by 2005, 834)

      NRS 104.7104  Negotiable and nonnegotiable document of title.

      1.  Except as otherwise provided in subsection 3, a document of title is negotiable if by its terms the goods are to be delivered to bearer or to the order of a named person.

      2.  A document of title other than one described in subsection 1 is nonnegotiable. A bill of lading that states that the goods are consigned to a named person is not made negotiable by a provision that the goods are to be delivered only against an order in a record signed by the same or another named person.

      3.  A document of title is nonnegotiable if, at the time it is issued, the document has a conspicuous legend, however expressed, that it is nonnegotiable.

      (Added to NRS by 2005, 834)

      NRS 104.7105  Reissuance in alternative medium.

      1.  Upon request of a person entitled under an electronic document of title, the issuer of the electronic document may issue a tangible document of title as a substitute for the electronic document if:

      (a) The person entitled under the electronic document surrenders control of the document to the issuer; and

      (b) The tangible document when issued contains a statement that it is issued in substitution for the electronic document.

      2.  Upon issuance of a tangible document of title in substitution for an electronic document of title in accordance with subsection 1:

      (a) The electronic document ceases to have any effect or validity; and

      (b) The person that procured issuance of the tangible document warrants to all subsequent persons entitled under the tangible document that the warrantor was a person entitled under the electronic document when the warrantor surrendered control of the electronic document to the issuer.

      3.  Upon request of a person entitled under a tangible document of title, the issuer of the tangible document may issue an electronic document of title as a substitute for the tangible document if:

      (a) The person entitled under the tangible document surrenders possession of the document to the issuer; and

      (b) The electronic document when issued contains a statement that it is issued in substitution for the tangible document.

      4.  Upon issuance of an electronic document of title in substitution for a tangible document of title in accordance with subsection 3:

      (a) The tangible document ceases to have any effect or validity; and

      (b) The person that procured issuance of the electronic document warrants to all subsequent persons entitled under the electronic document that the warrantor was a person entitled under the tangible document when the warrantor surrendered possession of the tangible document to the issuer.

      (Added to NRS by 2005, 834)

      NRS 104.7106  Control of electronic document of title.

      1.  A person has control of an electronic document of title if a system employed for evidencing the transfer of interests in the electronic document reliably establishes that person as the person to whom the electronic document was issued or transferred.

      2.  A system satisfies subsection 1, and a person is deemed to have control of an electronic document of title, if the document is created, stored and assigned in such a manner that:

      (a) A single authoritative copy of the document exists which is unique, identifiable and, except as otherwise provided in paragraphs (d), (e) and (f), unalterable;

      (b) The authoritative copy identifies the person asserting control as:

             (1) The person to whom the document was issued; or

             (2) If the authoritative copy indicates that the document has been transferred, the person to whom the document was most recently transferred;

      (c) The authoritative copy is communicated to and maintained by the person asserting control or its designated custodian;

      (d) Copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the person asserting control;

      (e) Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and

      (f) Any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.

      (Added to NRS by 2005, 835)

Part 2

Warehouse Receipts: Special Provisions

      NRS 104.7201  Person that may issue warehouse receipt; storage under bond.

      1.  A warehouse receipt may be issued by any warehouse.

      2.  If goods, including distilled spirits and agricultural commodities, are stored under a statute requiring a bond against withdrawal or a license for the issuance of receipts in the nature of warehouse receipts, a receipt issued for the goods is deemed to be a warehouse receipt even if issued by a person that is the owner of the goods and is not a warehouse.

      (Added to NRS by 2005, 835)

      NRS 104.7202  Form of warehouse receipt; effect of omission.

      1.  A warehouse receipt need not be in any particular form.

      2.  Unless a warehouse receipt provides for each of the following, the warehouse is liable for damages caused to a person injured by its omission:

      (a) A statement of the location of the warehouse facility where the goods are stored;

      (b) The date of issue of the receipt;

      (c) The unique identification code of the receipt;

      (d) A statement whether the goods received will be delivered to the bearer, to a named person, or to a named person or its order;

      (e) The rate of storage and handling charges, unless goods are stored under a field warehousing arrangement, in which case a statement of that fact is sufficient on a nonnegotiable receipt;

      (f) A description of the goods or the packages containing them;

      (g) The signature of the warehouse or its agent;

      (h) If the receipt is issued for goods that the warehouse owns, either solely, jointly or in common with others, a statement of the fact of that ownership; and

      (i) A statement of the amount of advances made and of liabilities incurred for which the warehouse claims a lien or security interest, unless the precise amount of advances made or liabilities incurred, at the time of the issue of the receipt, is unknown to the warehouse or to its agent that issued the receipt, in which case a statement of the fact that advances have been made or liabilities incurred and the purpose of the advances or liabilities is sufficient.

      3.  A warehouse may insert in its receipt any terms that are not contrary to the Uniform Commercial Code and do not impair its obligation of delivery under NRS 104.7403 or its duty of care under NRS 104.7204. Any contrary provision is ineffective.

      (Added to NRS by 2005, 835)

      NRS 104.7203  Liability for nonreceipt or misdescription.  A party to or purchaser for value in good faith of a document of title, other than a bill of lading, that relies upon the description of the goods in the document may recover from the issuer damages caused by the nonreceipt or misdescription of the goods, except to the extent that:

      1.  The document conspicuously indicates that the issuer does not know whether all or part of the goods in fact were received or conform to the description, such as a case in which the description is in terms of marks or labels or kind, quantity or condition, or the receipt or description is qualified by “contents, condition and quality unknown,” “said to contain,” or words of similar import, if the indication is true; or

      2.  The party or purchaser otherwise has notice of the nonreceipt or misdescription.

      (Added to NRS by 2005, 836)

      NRS 104.7204  Duty of care; contractual limitation of warehouse’s liability.

      1.  A warehouse is liable for damages for loss of or injury to the goods caused by its failure to exercise care with regard to the goods that a reasonably careful person would exercise under similar circumstances. Unless otherwise agreed, the warehouse is not liable for damages that could not have been avoided by the exercise of that care.

      2.  Damages may be limited by a term in the warehouse receipt or storage agreement limiting the amount of liability in case of loss or damage beyond which the warehouse is not liable. Such a limitation is not effective with respect to the warehouse’s liability for conversion to its own use. On request of the bailor in a record at the time of signing the storage agreement or within a reasonable time after receipt of the warehouse receipt, the warehouse’s liability may be increased on part or all of the goods covered by the storage agreement or the warehouse receipt. In this event, increased rates may be charged based on an increased valuation of the goods.

      3.  Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the bailment may be included in the warehouse receipt or storage agreement.

      (Added to NRS by 2005, 836)

      NRS 104.7205  Title under warehouse receipt defeated in certain cases.  A buyer in the ordinary course of business of fungible goods sold and delivered by a warehouse that is also in the business of buying and selling such goods takes the goods free of any claim under a warehouse receipt even if the receipt is negotiable and has been duly negotiated.

      (Added to NRS by 2005, 836)

      NRS 104.7206  Termination of storage at warehouse’s option.

      1.  A warehouse, by giving notice to the person on whose account the goods are held and any other person known to claim an interest in the goods, may require payment of any charges and removal of the goods from the warehouse at the termination of the period of storage fixed by the document of title or, if a period is not fixed, within a stated period not less than 30 days after the warehouse gives notice. If the goods are not removed before the date specified in the notice, the warehouse may sell them pursuant to NRS 104.7210.

      2.  If a warehouse in good faith believes that goods are about to deteriorate or decline in value to less than the amount of its lien within the time provided in subsection 1 and NRS 104.7210, the warehouse may specify in the notice given under subsection 1 any reasonable shorter time for removal of the goods and, if the goods are not removed, may sell them at public sale held not less than 1 week after a single advertisement or posting.

      3.  If, as a result of a quality or condition of the goods of which the warehouse did not have notice at the time of deposit, the goods are a hazard to other property, the warehouse facilities, or other persons, the warehouse may sell the goods at public or private sale without advertisement or posting on reasonable notification to all persons known to claim an interest in the goods. If the warehouse, after a reasonable effort, is unable to sell the goods, it may dispose of them in any lawful manner and does not incur liability by reason of that disposition.

      4.  A warehouse shall deliver the goods to any person entitled to them under this Article upon due demand made at any time before sale or other disposition under this section.

      5.  A warehouse may satisfy its lien from the proceeds of any sale or disposition under this section but shall hold the balance for delivery on the demand of any person to whom the warehouse would have been bound to deliver the goods.

      (Added to NRS by 2005, 836)

      NRS 104.7207  Goods must be kept separate; fungible goods.

      1.  Unless the warehouse receipt provides otherwise, a warehouse shall keep separate the goods covered by each receipt so as to permit at all times identification and delivery of those goods. However, different lots of fungible goods may be commingled.

      2.  If different lots of fungible goods are commingled, the goods are owned in common by the persons entitled thereto and the warehouse is severally liable to each owner for that owner’s share. If, because of overissue, a mass of fungible goods is insufficient to meet all the receipts the warehouse has issued against it, the persons entitled include all holders to which overissued receipts have been duly negotiated.

      (Added to NRS by 2005, 837)

      NRS 104.7208  Altered warehouse receipts.  If a blank in a negotiable tangible warehouse receipt has been filled in without authority, a good-faith purchaser for value and without notice of the lack of authority may treat the insertion as authorized. Any other unauthorized alteration leaves any tangible or electronic warehouse receipt enforceable against the issuer according to its original tenor.

      (Added to NRS by 2005, 837)

      NRS 104.7209  Lien of warehouse.

      1.  A warehouse has a lien against the bailor on the goods covered by a warehouse receipt or storage agreement or on the proceeds thereof in its possession for charges for storage or transportation, including demurrage and terminal charges, insurance, labor or other charges, present or future, in relation to the goods, and for expenses necessary for preservation of the goods or reasonably incurred in their sale pursuant to law. If the person on whose account the goods are held is liable for similar charges or expenses in relation to other goods whenever deposited and it is stated in the warehouse receipt or storage agreement that a lien is claimed for charges and expenses in relation to other goods, the warehouse also has a lien against the goods covered by the warehouse receipt or storage agreement or on the proceeds thereof in its possession for those charges and expenses, whether or not the other goods have been delivered by the warehouse. However, as against a person to whom a negotiable warehouse receipt is duly negotiated, a warehouse’s lien is limited to charges in an amount or at a rate specified in the warehouse receipt or, if no charges are so specified, to a reasonable charge for storage of the specific goods covered by the receipt subsequent to the date of the receipt.

      2.  A warehouse may also reserve a security interest against the bailor for the maximum amount specified on the receipt for charges other than those specified in subsection 1, such as for money advanced and interest. The security interest is governed by Article 9.

      3.  A warehouse’s lien for charges and expenses under subsection 1 or a security interest under subsection 2 is also effective against any person that so entrusted the bailor with possession of the goods that a pledge of them by the bailor to a good-faith purchaser for value would have been valid. However, the lien or security interest is not effective against a person that before issuance of a document of title had a legal interest or a perfected security interest in the goods and that did not:

      (a) Deliver or entrust the goods or any document of title covering the goods to the bailor or the bailor’s nominee with:

             (1) Actual or apparent authority to ship, store or sell;

             (2) Power to obtain delivery under NRS 104.7403; or

             (3) Power of disposition under NRS 104.2403, 104.9320, subsection 3 of NRS 104.9321, subsection 2 of NRS 104A.2304 or subsection 2 of NRS 104A.2305, or other statute or rule of law; or

      (b) Acquiesce in the procurement by the bailor or its nominee of any document.

      4.  A warehouse’s lien on household goods for charges and expenses in relation to the goods under subsection 1 is also effective against all persons if the depositor was the legal possessor of the goods at the time of deposit. In this subsection, “household goods” means furniture, furnishings or personal effects used by the depositor in a dwelling.

      5.  A warehouse loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.

      (Added to NRS by 2005, 837)

      NRS 104.7210  Enforcement of warehouse’s lien.

      1.  Except as otherwise provided in subsection 2, a warehouse’s lien may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after notifying all persons known to claim an interest in the goods. The notification must include a statement of the amount due, the nature of the proposed sale, and the time and place of any public sale. The fact that a better price could have been obtained by a sale at a different time or in a method different from that selected by the warehouse is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner. The warehouse sells in a commercially reasonable manner if the warehouse sells the goods in the usual manner in any recognized market therefor, sells at the price current in that market at the time of the sale, or otherwise sells in conformity with commercially reasonable practices among dealers in the type of goods sold. A sale of more goods than apparently necessary to be offered to ensure satisfaction of the obligation is not commercially reasonable, except in cases covered by the preceding sentence.

      2.  A warehouse may enforce its lien on goods, other than goods stored by a merchant in the course of its business, only if the following requirements are satisfied:

      (a) All persons known to claim an interest in the goods must be notified.

      (b) The notification must include an itemized statement of the claim, a description of the goods subject to the lien, a demand for payment within a specified time not less than 10 days after receipt of the notification, and a conspicuous statement that unless the claim is paid within that time the goods will be advertised for sale and sold by auction at a specified time and place.

      (c) The sale must conform to the terms of the notification.

      (d) The sale must be held at the nearest suitable place to where the goods are held or stored.

      (e) After the expiration of the time given in the notification, an advertisement of the sale must be published once a week for 2 weeks consecutively in a newspaper of general circulation where the sale is to be held. The advertisement must include a description of the goods, the name of the person on whose account the goods are being held, and the time and place of the sale. The sale must take place at least 15 days after the first publication. If there is no newspaper of general circulation where the sale is to be held, the advertisement must be posted at least 10 days before the sale in not fewer than six conspicuous places in the neighborhood of the proposed sale.

      3.  Before any sale pursuant to this section, any person claiming a right in the goods may pay the amount necessary to satisfy the lien and the reasonable expenses incurred in complying with this section. In that event, the goods may not be sold but must be retained by the warehouse subject to the terms of the receipt and this Article.

      4.  A warehouse may buy at any public sale held pursuant to this section.

      5.  A purchaser in good faith of goods sold to enforce a warehouse’s lien takes the goods free of any rights of persons against whom the lien was valid, despite the warehouse’s noncompliance with this section.

      6.  A warehouse may satisfy its lien from the proceeds of any sale pursuant to this section but shall hold the balance, if any, for delivery on demand to any person to whom the warehouse would have been bound to deliver the goods.

      7.  The rights provided by this section are in addition to all other rights allowed by law to a creditor against a debtor.

      8.  If a lien is on goods stored by a merchant in the course of its business, the lien may be enforced in accordance with subsection 1 or 2.

      9.  A warehouse is liable for damages caused by failure to comply with the requirements for sale under this section and, in case of willful violation, is liable for conversion.

      (Added to NRS by 2005, 838)

Part 3

Bills of Lading: Special Provisions

      NRS 104.7301  Liability for nonreceipt or misdescription; “said to contain”; “shipper’s weight, load and count”; improper handling.

      1.  A consignee of a nonnegotiable bill of lading which has given value in good faith, or a holder to whom a negotiable bill has been duly negotiated, relying upon the description of the goods in the bill or upon the date shown in the bill, may recover from the issuer damages caused by the misdating of the bill or the nonreceipt or misdescription of the goods, except to the extent that the bill indicates that the issuer does not know whether any part or all of the goods in fact were received or conform to the description, such as in a case in which the description is in terms of marks or labels or kind, quantity or condition, or the receipt or description is qualified by “contents or condition of contents of packages unknown,” “said to contain,” “shipper’s weight, load and count,” or words of similar import, if that indication is true.

      2.  If goods are loaded by the issuer of a bill of lading:

      (a) The issuer shall count the packages of goods if shipped in packages and ascertain the kind and quantity if shipped in bulk; and

      (b) Words such as “shipper’s weight, load and count,” or words of similar import indicating that the description was made by the shipper are ineffective except as to goods concealed in packages.

      3.  If bulk goods are loaded by a shipper that makes available to the issuer of a bill of lading adequate facilities for weighing those goods, the issuer shall ascertain the kind and quantity within a reasonable time after receiving the shipper’s request in a record to do so. In that case, “shipper’s weight” or words of similar import are ineffective.

      4.  The issuer of a bill of lading, by including in the bill the words “shipper’s weight, load and count,” or words of similar import, may indicate that the goods were loaded by the shipper, and, if that statement is true, the issuer is not liable for damages caused by the improper loading. However, omission of such words does not imply liability for damages caused by improper loading.

      5.  A shipper guarantees to an issuer the accuracy at the time of shipment of the description, marks, labels, number, kind, quantity, condition and weight, as furnished by the shipper, and the shipper shall indemnify the issuer against damage caused by inaccuracies in those particulars. This right of indemnity does not limit the issuer’s responsibility or liability under the contract of carriage to any person other than the shipper.

      (Added to NRS by 2005, 839)

      NRS 104.7302  Through bills of lading and similar documents of title.

      1.  The issuer of a through bill of lading, or other document of title embodying an undertaking to be performed in part by a person acting as its agent or by a performing carrier, is liable to any person entitled to recover on the bill or other document for any breach by the other person or the performing carrier of its obligation under the bill or other document. However, to the extent that the bill or other document covers an undertaking to be performed overseas or in territory not contiguous to the continental United States or an undertaking including matters other than transportation, this liability for breach by the other person or the performing carrier may be varied by agreement of the parties.

      2.  If goods covered by a through bill of lading or other document of title embodying an undertaking to be performed in part by a person other than the issuer are received by that person, the person is subject, with respect to its own performance while the goods are in its possession, to the obligation of the issuer. The person’s obligation is discharged by delivery of the goods to another person pursuant to the bill or other document and does not include liability for breach by any other person or by the issuer.

      3.  The issuer of a through bill of lading or other document of title described in subsection 1 is entitled to recover from the performing carrier, or other person in possession of the goods when the breach of the obligation under the bill or other document occurred:

      (a) The amount it may be required to pay to any person entitled to recover on the bill or other document for the breach, as may be evidenced by any receipt, judgment or transcript of judgment; and

      (b) The amount of any expense reasonably incurred by the issuer in defending any action commenced by any person entitled to recover on the bill or other document for the breach.

      (Added to NRS by 2005, 840)

      NRS 104.7303  Diversion; reconsignment; change of instructions.

      1.  Unless the bill of lading otherwise provides, a carrier may deliver the goods to a person or destination other than that stated in the bill or may otherwise dispose of the goods, without liability for misdelivery, on instructions from:

      (a) The holder of a negotiable bill;

      (b) The consignor on a nonnegotiable bill, even if the consignee has given contrary instructions;

      (c) The consignee on a nonnegotiable bill in the absence of contrary instructions from the consignor, if the goods have arrived at the billed destination or if the consignee is in possession of the tangible bill or in control of the electronic bill; or

      (d) The consignee on a nonnegotiable bill, if the consignee is entitled as against the consignor to dispose of the goods.

      2.  Unless instructions described in subsection 1 are included in a negotiable bill of lading, a person to whom the bill is duly negotiated may hold the bailee according to the original terms.

      (Added to NRS by 2005, 841)

      NRS 104.7304  Tangible bills of lading in set.

      1.  Except as customary in international transportation, a tangible bill of lading may not be issued in a set of parts. The issuer is liable for damages caused by violation of this subsection.

      2.  If a tangible bill of lading is lawfully issued in a set of parts, each of which contains an identification code and is expressed to be valid only if the goods have not been delivered against any other part, the whole of the parts constitutes one bill.

      3.  If a tangible negotiable bill of lading is lawfully issued in a set of parts and different parts are negotiated to different persons, the title of the holder to which the first due negotiation is made prevails as to both the document of title and the goods even if any later holder may have received the goods from the carrier in good faith and discharged the carrier’s obligation by surrendering its part.

      4.  A person that negotiates or transfers a single part of a tangible bill of lading issued in a set is liable to holders of that part as if it were the whole set.

      5.  The bailee shall deliver in accordance with NRS 104.7401 to 104.7404, inclusive, against the first presented part of a tangible bill of lading lawfully issued in a set. Delivery in this manner discharges the bailee’s obligation on the whole bill.

      (Added to NRS by 2005, 841)

      NRS 104.7305  Destination bills.

      1.  Instead of issuing a bill of lading to the consignor at the place of shipment, a carrier, at the request of the consignor, may procure the bill to be issued at destination or at any other place designated in the request.

      2.  Upon request of any person entitled as against a carrier to control the goods while in transit and on surrender of possession or control of any outstanding bill of lading or other receipt covering the goods, the issuer, subject to NRS 104.7105, may procure a substitute bill to be issued at any place designated in the request.

      (Added to NRS by 2005, 841)

      NRS 104.7306  Altered bills of lading.  An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor.

      (Added to NRS by 2005, 842)

      NRS 104.7307  Lien of carrier.

      1.  A carrier has a lien on the goods covered by a bill of lading or on the proceeds thereof in its possession for charges after the date of the carrier’s receipt of the goods for storage or transportation, including demurrage and terminal charges, and for expenses necessary for preservation of the goods incident to their transportation or reasonably incurred in their sale pursuant to law. However, against a purchaser for value of a negotiable bill of lading, a carrier’s lien is limited to charges stated in the bill or the applicable tariffs or, if no charges are stated, a reasonable charge.

      2.  A lien for charges and expenses under subsection 1 on goods that the carrier was required by law to receive for transportation is effective against the consignor or any person entitled to the goods unless the carrier had notice that the consignor lacked authority to subject the goods to those charges and expenses. Any other lien under subsection 1 is effective against the consignor and any person that permitted the bailor to have control or possession of the goods unless the carrier had notice that the bailor lacked authority.

      3.  A carrier loses its lien on any goods that it voluntarily delivers or unjustifiably refuses to deliver.

      (Added to NRS by 2005, 842)

      NRS 104.7308  Enforcement of carrier’s lien.

      1.  A carrier’s lien on goods may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place and on any terms that are commercially reasonable, after notifying all persons known to claim an interest in the goods. The notification must include a statement of the amount due, the nature of the proposed sale, and the time and place of any public sale. The fact that a better price could have been obtained by a sale at a different time or in a method different from that selected by the carrier is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner. The carrier sells goods in a commercially reasonable manner if the carrier sells the goods in the usual manner in any recognized market therefor, sells at the price current in that market at the time of the sale, or otherwise sells in conformity with commercially reasonable practices among dealers in the type of goods sold. A sale of more goods than apparently necessary to be offered to ensure satisfaction of the obligation is not commercially reasonable, except in cases covered by the preceding sentence.

      2.  Before any sale pursuant to this section, any person claiming a right in the goods may pay the amount necessary to satisfy the lien and the reasonable expenses incurred in complying with this section. In that event, the goods may not be sold but must be retained by the carrier, subject to the terms of the bill of lading and this Article.

      3.  A carrier may buy at any public sale pursuant to this section.

      4.  A purchaser in good faith of goods sold to enforce a carrier’s lien takes the goods free of any rights of persons against whom the lien was valid, despite the carrier’s noncompliance with this section.

      5.  A carrier may satisfy its lien from the proceeds of any sale pursuant to this section but shall hold the balance, if any, for delivery on demand to any person to which the carrier would have been bound to deliver the goods.

      6.  The rights provided by this section are in addition to all other rights allowed by law to a creditor against a debtor.

      7.  A carrier’s lien may be enforced pursuant to either subsection 1 or the procedure set forth in subsection 2 of NRS 104.7210.

      8.  A carrier is liable for damages caused by failure to comply with the requirements for sale under this section and, in case of willful violation, is liable for conversion.

      (Added to NRS by 2005, 842)

      NRS 104.7309  Duty of care; contractual limitation of carrier’s liability.

      1.  A carrier that issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods which a reasonably careful person would exercise under similar circumstances. This subsection does not affect any statute, regulation or rule of law that imposes liability upon a common carrier for damages not caused by its negligence.

      2.  Damages may be limited by a term in the bill of lading or in a transportation agreement that the carrier’s liability may not exceed a value stated in the bill or transportation agreement if the carrier’s rates are dependent upon value and the consignor is afforded an opportunity to declare a higher value and the consignor is advised of the opportunity. However, such a limitation is not effective with respect to the carrier’s liability for conversion to its own use.

      3.  Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the shipment may be included in a bill of lading or a transportation agreement.

      (Added to NRS by 2005, 843)

Part 4

Warehouse Receipts and Bills of Lading: General Obligations

      NRS 104.7401  Irregularities in issue of receipt or bill or conduct of issuer.  The obligations imposed by this Article on an issuer apply to a document of title even if:

      1.  The document does not comply with the requirements of this Article or of any other statute, rule or regulation regarding its issuance, form or content;

      2.  The issuer violated laws regulating the conduct of its business;

      3.  The goods covered by the document were owned by the bailee when the document was issued; or

      4.  The person issuing the document is not a warehouse but the document purports to be a warehouse receipt.

      (Added to NRS by 2005, 843)

      NRS 104.7402  Duplicate document of title; overissue.  A duplicate or any other document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer any right in the goods, except as provided in the case of tangible bills of lading in a set of parts, overissue of documents for fungible goods, substitutes for lost, stolen or destroyed documents, or substitute documents issued pursuant to NRS 104.7105. The issuer is liable for damages caused by its overissue or failure to identify a duplicate document by a conspicuous notation.

      (Added to NRS by 2005, 843)

      NRS 104.7403  Obligation of bailee to deliver; excuse.

      1.  A bailee shall deliver the goods to a person entitled under a document of title if the person complies with subsections 2 and 3, unless and to the extent that the bailee establishes any of the following:

      (a) Delivery of the goods to a person whose receipt was rightful as against the claimant;

      (b) Damage to or delay, loss or destruction of the goods for which the bailee is not liable;

      (c) Previous sale or other disposition of the goods in lawful enforcement of a lien or on a warehouse’s lawful termination of storage;

      (d) The exercise by a seller of its right to stop delivery pursuant to NRS 104.2705 or by a lessor of its right to stop delivery pursuant to NRS 104A.2526;

      (e) A diversion, reconsignment or other disposition pursuant to NRS 104.7303;

      (f) Release, satisfaction or any other personal defense against the claimant; or

      (g) Any other lawful excuse.

      2.  A person claiming goods covered by a document of title shall satisfy the bailee’s lien if the bailee so requests or if the bailee is prohibited by law from delivering the goods until the charges are paid.

      3.  Unless a person claiming the goods is a person against whom the document of title does not confer a right under subsection 1 of NRS 104.7503:

      (a) The person claiming under a document shall surrender possession or control of any outstanding negotiable document covering the goods for cancellation or indication of partial deliveries; and

      (b) The bailee shall cancel the document or conspicuously indicate in the document the partial delivery or the bailee is liable to any person to whom the document is duly negotiated.

      (Added to NRS by 2005, 843)

      NRS 104.7404  No liability for good-faith delivery pursuant to document of title.  A bailee that in good faith has received goods and delivered or otherwise disposed of the goods according to the terms of a document of title or pursuant to this Article is not liable for the goods even if:

      1.  The person from whom the bailee received the goods did not have authority to procure the document or to dispose of the goods; or

      2.  The person to whom the bailee delivered the goods did not have authority to receive the goods.

      (Added to NRS by 2005, 844)

Part 5

Warehouse Receipts and Bills of Lading: Negotiation and Transfers

      NRS 104.7501  Form of negotiation and requirements of due negotiation.

      1.  The following rules apply to a negotiable tangible document of title:

      (a) If the document’s original terms run to the order of a named person, the document is negotiated by the named person’s endorsement and delivery. After the named person’s endorsement in blank or to bearer, any person may negotiate the document by delivery alone.

      (b) If the document’s original terms run to bearer, it is negotiated by delivery alone.

      (c) If the document’s original terms run to the order of a named person and it is delivered to the named person, the effect is the same as if the document had been negotiated.

      (d) Negotiation of the document after it has been endorsed to a named person requires endorsement by the named person and delivery.

      (e) A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves receiving the document in settlement or payment of a monetary obligation.

      2.  The following rules apply to a negotiable electronic document of title:

      (a) If the document’s original terms run to the order of a named person or to bearer, the document is negotiated by delivery of the document to another person. Endorsement by the named person is not required to negotiate the document.

      (b) If the document’s original terms run to the order of a named person and the named person has control of the document, the effect is the same as if the document had been negotiated.

      (c) A document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder that purchases it in good faith, without notice of any defense against or claim to it on the part of any person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves taking delivery of the document in settlement or payment of a monetary obligation.

      3.  Endorsement of a nonnegotiable document of title neither makes it negotiable nor adds to the transferee’s rights.

      4.  The naming in a negotiable bill of lading of a person to be notified of the arrival of the goods does not limit the negotiability of the bill or constitute notice to a purchaser of the bill of any interest of that person in the goods.

      (Added to NRS by 2005, 844)

      NRS 104.7502  Rights acquired by due negotiation.

      1.  Subject to NRS 104.7205 and 104.7503, a holder to whom a negotiable document of title has been duly negotiated acquires thereby:

      (a) Title to the document;

      (b) Title to the goods;

      (c) All rights accruing under the law of agency or estoppel, including rights to goods delivered to the bailee after the document was issued; and

      (d) The direct obligation of the issuer to hold or deliver the goods according to the terms of the document free of any defense or claim by the issuer except those arising under the terms of the document or under this Article, but in the case of a delivery order, the bailee’s obligation accrues only upon the bailee’s acceptance of the delivery order and the obligation acquired by the holder is that the issuer and any endorser will procure the acceptance of the bailee.

      2.  Subject to NRS 104.7503, title and rights acquired by due negotiation are not defeated by any stoppage of the goods represented by the document of title or by surrender of the goods by the bailee and are not impaired even if:

      (a) The due negotiation or any prior due negotiation constituted a breach of duty;

      (b) Any person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, accident, mistake, duress, loss, theft or conversion; or

      (c) A previous sale or other transfer of the goods or document has been made to a third person.

      (Added to NRS by 2005, 845)

      NRS 104.7503  Document of title to goods defeated in certain cases.

      1.  A document of title confers no right in goods against a person that before issuance of the document had a legal interest or a perfected security interest in the goods and that did not:

      (a) Deliver or entrust the goods or any document of title covering the goods to the bailor or the bailor’s nominee with:

             (1) Actual or apparent authority to ship, store or sell;

             (2) Power to obtain delivery under NRS 104.7403; or

             (3) Power of disposition under NRS 104.2403, 104.9320, subsection 3 of NRS 104.9321, subsection 2 of NRS 104A.2304 or subsection 2 of NRS 104A.2305, or other statute or rule of law; or

      (b) Acquiesce in the procurement by the bailor or its nominee of any document.

      2.  Title to goods based upon an unaccepted delivery order is subject to the rights of any person to whom a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. That title may be defeated under NRS 104.7504 to the same extent as the rights of the issuer or a transferee from the issuer.

      3.  Title to goods based upon a bill of lading issued to a freight forwarder is subject to the rights of any person to whom a bill issued by the freight forwarder is duly negotiated. However, delivery by the carrier in accordance with NRS 104.7401 to 104.7404, inclusive, pursuant to its own bill of lading discharges the carrier’s obligation to deliver.

      (Added to NRS by 2005, 845)

      NRS 104.7504  Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery.

      1.  A transferee of a document of title, whether negotiable or nonnegotiable, to whom the document has been delivered but not duly negotiated, acquires the title and rights that its transferor had or had actual authority to convey.

      2.  In the case of a transfer of a nonnegotiable document of title, until but not after the bailee receives notice of the transfer, the rights of the transferee may be defeated:

      (a) By those creditors of the transferor which could treat the transfer as void under NRS 104.2402 or 104A.2308;

      (b) By a buyer from the transferor in ordinary course of business if the bailee has delivered the goods to the buyer or received notification of the buyer’s rights;

      (c) By a lessee from the transferor in ordinary course of business if the bailee has delivered the goods to the lessee or received notification of the lessee’s rights; or

      (d) As against the bailee, by good-faith dealings of the bailee with the transferor.

      3.  A diversion or other change of shipping instructions by the consignor in a nonnegotiable bill of lading which causes the bailee not to deliver the goods to the consignee defeats the consignee’s title to the goods if the goods have been delivered to a buyer in ordinary course of business or a lessee in ordinary course of business and, in any event, defeats the consignee’s rights against the bailee.

      4.  Delivery of the goods pursuant to a nonnegotiable document of title may be stopped by a seller under NRS 104.2705 or a lessor under NRS 104A.2526, subject to the requirements of due notification in those sections. A bailee that honors the seller’s or lessor’s instructions is entitled to be indemnified by the seller or lessor against any resulting loss or expense.

      (Added to NRS by 2005, 846)

      NRS 104.7505  Endorser not guarantor for other parties.  The endorsement of a tangible document of title issued by a bailee does not make the endorser liable for any default by the bailee or previous endorsers.

      (Added to NRS by 2005, 846)

      NRS 104.7506  Delivery without endorsement; right to compel endorsement.  The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary endorsement, but the transfer becomes a negotiation only as of the time the endorsement is supplied.

      (Added to NRS by 2005, 846)

      NRS 104.7507  Warranties on negotiation or delivery of document of title.  If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under NRS 104.7508, unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to its immediate purchaser only that:

      1.  The document is genuine;

      2.  The transferor does not have knowledge of any fact that would impair the document’s validity or worth; and

      3.  The negotiation or delivery is rightful and fully effective with respect to the title to the document and the goods it represents.

      (Added to NRS by 2005, 846)

      NRS 104.7508  Warranties of collecting bank as to documents of title.  A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against delivery of documents warrants by the delivery of the documents only its own good faith and authority even if the collecting bank or other intermediary has purchased or made advances against the claim or draft to be collected.

      (Added to NRS by 2005, 847)

      NRS 104.7509  Adequate compliance with commercial contract.  Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease, or the conditions of a letter of credit is determined by Article 2, 5 or 2A.

      (Added to NRS by 2005, 847)

Part 6

Warehouse Receipts and Bills of Lading: Miscellaneous Provisions

      NRS 104.7601  Lost, stolen or destroyed documents of title.

      1.  If a document of title is lost, stolen or destroyed, a court may order delivery of the goods or issuance of a substitute document and the bailee may without liability to any person comply with the order. If the document was negotiable, a court may not order delivery of the goods or issuance of a substitute document without the claimant’s posting security unless it finds that any person that may suffer loss as a result of nonsurrender of possession or control of the document is adequately protected against the loss. If the document was nonnegotiable, the court may require security. The court may also order payment of the bailee’s reasonable costs and attorney’s fees in any action under this subsection.

      2.  A bailee that, without a court order, delivers goods to a person claiming under a missing negotiable document of title is liable to any person injured thereby. If the delivery is not in good faith, the bailee is liable for conversion. Delivery in good faith is not conversion if the claimant posts security with the bailee in an amount at least double the value of the goods at the time of posting to indemnify any person injured by the delivery who files a notice of claim within 1 year after the delivery.

      (Added to NRS by 2005, 847)

      NRS 104.7602  Judicial process against goods covered by negotiable document of title.  Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to goods in the possession of a bailee for which a negotiable document of title is outstanding unless possession or control of the document is first surrendered to the bailee or the document’s negotiation is enjoined. The bailee may not be compelled to deliver the goods pursuant to process until possession or control of the document is surrendered to the bailee or to the court. A purchaser of the document for value without notice of the process or injunction takes free of the lien imposed by judicial process.

      (Added to NRS by 2005, 847)

      NRS 104.7603  Conflicting claims; interpleader.  If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either in defending an action for nondelivery of the goods or by original action.

      (Added to NRS by 2005, 847)

ARTICLE 8

INVESTMENT SECURITIES

Part 1

Short Title and General Matters

      NRS 104.8101  Short title.  This article may be cited as Uniform Commercial Code—Investment Securities.

      (Added to NRS by 1965, 876; A 1997, 384)

      NRS 104.8102  Definitions.

      1.  In this Article:

      (a) “Adverse claim” means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer or deal with the financial asset.

      (b) “Bearer form,” as applied to a certificated security, means a form in which the security is payable to the bearer of the security certificate according to its terms but not by reason of an endorsement.

      (c) “Broker” means a person defined as a broker or dealer under the federal securities laws, but without excluding a bank acting in that capacity.

      (d) “Certificated security” means a security that is represented by a certificate.

      (e) “Clearing corporation” means:

             (1) A person that is registered as a “clearing agency” under the federal securities laws;

             (2) A Federal Reserve bank; or

             (3) Any other person that provides clearance or settlement with respect to financial assets that would require it to register as a clearing agency under the federal securities laws but for an exclusion or exemption from the requirement of registration, if its activities as a clearing corporation, including promulgation of rules, are subject to regulation by a federal or state governmental authority.

      (f) “Communicate” means to:

             (1) Send a signed writing; or

             (2) Transmit information by any mechanism agreed upon by the persons transmitting and receiving the information.

      (g) “Endorsement” means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring or redeeming the security or granting a power to assign, transfer or redeem it.

      (h) “Entitlement holder” means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. If a person acquires a security entitlement by virtue of paragraph (a) or (b) of subsection 2 of NRS 104.8501, the person is the entitlement holder.

      (i) “Entitlement order” means a notification communicated to a securities intermediary directing transfer or redemption of a financial asset to which the entitlement holder has a security entitlement.

      (j) “Financial asset,” except as otherwise provided in NRS 104.8103, means:

             (1) A security;

             (2) An obligation of a person or a share, participation or other interest in a person or in property or an enterprise of a person, which is, or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or

             (3) Any property that is held by a securities intermediary for another person in a securities account if the securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this Article.

Ê As context requires, the term means the interest itself or the means by which a person’s claim to it is evidenced, including a certificated or uncertificated security, a security certificate or a security entitlement.

      (k) “Instruction” means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed.

      (l) “Registered form,” as applied to a certificated security, means a form in which:

             (1) The security certificate specifies a person entitled to the security; and

             (2) A transfer of the security may be registered upon books maintained for that purpose by or on behalf of the issuer, or the security certificate so states.

      (m) “Securities intermediary” means:

             (1) A clearing corporation; or

             (2) A person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity.

      (n) “Security,” except as otherwise provided in NRS 104.8103, means an obligation of an issuer or a share, participation or other interest in an issuer or in property or an enterprise of an issuer:

             (1) Which is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;

             (2) Which is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations; and

             (3) Which:

                   (I) Is, or is of a type, dealt in or traded on securities exchanges or securities markets; or

                   (II) Is a medium for investment and by its terms expressly provides that it is a security governed by this Article.

      (o) “Security certificate” means a certificate representing a security.

      (p) “Security entitlement” means the rights and property interest of an entitlement holder with respect to a financial asset specified in part 5 of this Article.

      (q) “Uncertificated security” means a security that is not represented by a certificate.

      2.  Other definitions applying to this Article and the sections in which they appear are:

 

“Appropriate person.” NRS 104.8107.

“Control.” NRS 104.8106.

“Delivery.” NRS 104.8301.

“Investment company security.” NRS 104.8103.

“Issuer.” NRS 104.8201.

“Overissue.” NRS 104.8210.

“Protected purchaser.” NRS 104.8303.

“Securities account.” NRS 104.8501.

 

      3.  In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.

      4.  The characterization of a person, business or transaction for purposes of this Article does not determine the characterization of the person, business or transaction for purposes of any other law, regulation or rule.

      (Added to NRS by 1965, 876; A 1973, 912; 1985, 85; 1995, 1074; 1997, 385; 2005, 857)

      NRS 104.8103  Rules for determining whether certain obligations and interests are securities or financial assets.

      1.  A share or similar equity interest issued by a corporation, business trust, joint stock company or similar entity is a security.

      2.  An investment company security is a security. “Investment company security” means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered or a face-amount certificate issued by a face-amount certificate company that is so registered. The term does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.

      3.  An interest in a partnership or limited-liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this Article, or it is an investment company security. However, an interest in a partnership or limited-liability company is a financial asset if it is held in a securities account.

      4.  A writing that is a security certificate is governed by this Article and not by Article 3, even though it also meets the requirements of that Article. However, a negotiable instrument governed by Article 3 is a financial asset if it is held in a securities account.

      5.  An option or similar obligation issued by a clearing corporation to its participants is not a security, but is a financial asset.

      6.  A commodity contract, as defined in paragraph (o) of subsection 1 of NRS 104.9102, is not a security or a financial asset.

      7.  A document of title is not a financial asset unless subparagraph 3 of paragraph (j) of subsection 1 of NRS 104.8102 applies.

      (Added to NRS by 1997, 359; A 1999, 376; 2005, 859)

      NRS 104.8104  Acquisition of security or financial asset or interest therein.

      1.  A person acquires a security, or an interest therein, under this article, if the person:

      (a) Is a purchaser to whom a security is delivered pursuant to NRS 104.8301; or

      (b) Acquires a security entitlement to the security pursuant to NRS 104.8501.

      2.  A person acquires a financial asset, other than a security, or an interest therein, under this article, if the person acquires a security entitlement to the financial asset.

      3.  A person who acquires a security entitlement to a security or other financial asset has the rights specified in part 5 of this article, but is a purchaser of any security, security entitlement or other financial asset held by the securities intermediary only to the extent provided in NRS 104.8503.

      4.  Unless the context shows that a different meaning is intended, a person who is required by other law, regulation, rule or agreement to transfer, deliver, present, surrender, exchange or otherwise put in the possession of another person a security or financial asset satisfies that requirement by causing the other person to acquire an interest in the security or financial asset pursuant to subsection 1 or 2.

      (Added to NRS by 1997, 360)

      NRS 104.8105  Notice of adverse claim.

      1.  A person has notice of an adverse claim if the person:

      (a) Knows of the adverse claim;

      (b) Is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or

      (c) Has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim.

      2.  Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.

      3.  An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than:

      (a) One year after a date set for presentment or surrender for redemption or exchange; or

      (b) Six months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date.

      4.  A purchaser of a certificated security has notice of an adverse claim if the security certificate:

      (a) Whether in bearer or registered form, has been endorsed “for collection” or “for surrender” or for some other purpose not involving transfer; or

      (b) Is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement.

      5.  Filing of a financing statement under article 9 is not notice of an adverse claim to a financial asset.

      (Added to NRS by 1965, 881; A 1985, 95; 1997, 396)

      NRS 104.8106  Control.

      1.  A purchaser has “control” of a certificated security in bearer form if it is delivered to the purchaser.

      2.  A purchaser has “control” of a certificated security in registered form if it is delivered to the purchaser and:

      (a) The certificate is endorsed to the purchaser or in blank by an effective endorsement; or

      (b) The certificate is registered in the purchaser’s name, upon original issue or registration of transfer by the issuer.

      3.  A purchaser has “control” of an uncertificated security if:

      (a) It is delivered to the purchaser; or

      (b) The issuer has agreed that it will comply with instructions originated by him or her without further consent by the registered owner.

      4.  A purchaser has “control” of a security entitlement if:

      (a) The purchaser becomes the entitlement holder;

      (b) The securities intermediary has agreed that it will comply with entitlement orders originated by him or her without further consent by the entitlement holder; or

      (c) Another person has control of the security entitlement on his or her behalf or, having previously acquired control of the security entitlement, acknowledges that it has control on his or her behalf.

      5.  If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder’s own securities intermediary, the securities intermediary has control.

      6.  A purchaser who has satisfied the requirements of subsection 3 or 4 has control even if the registered owner in the case of subsection 3 or the entitlement holder in the case of subsection 4 retains the right to make substitutions for the uncertificated security or security entitlement, originate instructions or entitlement orders to the issuer or securities intermediary or otherwise deal with the uncertificated security or security entitlement.

      7.  An issuer or a securities intermediary may not enter into an agreement of the kind described in paragraph (b) of subsection 3 or paragraph (b) of subsection 4 without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even if the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.

      (Added to NRS by 1997, 360; A 1999, 376)

      NRS 104.8107  Whether endorsement, instruction or entitlement order is effective.

      1.  “Appropriate person” means:

      (a) With respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security;

      (b) With respect to an instruction, the registered owner of an uncertificated security;

      (c) With respect to an entitlement order, the entitlement holder;

      (d) If the person designated in paragraph (a), (b) or (c) is deceased, his or her successor taking under other law or his or her personal representative acting for his or her estate; or

      (e) If the person designated in paragraph (a), (b) or (c) lacks capacity, his or her guardian, conservator or other similar representative who has power under other law to transfer the security or financial asset.

      2.  An endorsement, instruction or entitlement order is effective if:

      (a) It is made by the appropriate person;

      (b) It is made by a person who has power under the law of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case of an instruction or entitlement order, a person who has control under paragraph (b) of subsection 3 or paragraph (b) of subsection 4 of NRS 104.8106; or

      (c) The appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.

      3.  An endorsement, instruction or entitlement order made by a representative is effective even if:

      (a) The representative has failed to comply with a controlling instrument or with the law of the state having jurisdiction of the representative relationship, including any law requiring the representative to obtain court approval of the transaction; or

      (b) The representative’s action in making the endorsement, instruction or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.

      4.  If a security is registered in the name of or specially endorsed to a person described as a representative, or if a securities account is maintained in the name of a person described as a representative, an endorsement, instruction or entitlement order made by him or her is effective even though the person is no longer serving in the described capacity.

      5.  Effectiveness of an endorsement, instruction or entitlement order is determined as of the date the endorsement, instruction or entitlement order is made, and an endorsement, instruction or entitlement order does not become ineffective by reason of any later change of circumstances.

      (Added to NRS by 1997, 361)

      NRS 104.8108  Warranties in direct holding.

      1.  A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an endorser, if the transfer is by endorsement, warrants to any subsequent purchaser, that:

      (a) The certificate is genuine and has not been materially altered;

      (b) The transferor or endorser does not know of any fact that might impair the validity of the security;

      (c) There is no adverse claim to the security;

      (d) The transfer does not violate any restriction on transfer;

      (e) If the transfer is by endorsement, the endorsement is made by an appropriate person, or if the endorsement is by an agent, the agent has actual authority to act on behalf of the appropriate person; and

      (f) The transfer is otherwise effective and rightful.

      2.  A person who originates an instruction for registration of transfer of an uncertificated security to a purchaser for value warrants to the purchaser that:

      (a) The instruction is made by an appropriate person, or if the instruction is by an agent, the agent has actual authority to act on behalf of the appropriate person;

      (b) The security is valid;

      (c) There is no adverse claim to the security; and

      (d) At the time the instruction is presented to the issuer:

             (1) The purchaser will be entitled to the registration of transfer;

             (2) The transfer will be registered by the issuer free from all liens, security interests, restrictions and claims other than those specified in the instruction;

             (3) The transfer will not violate any restriction on transfer; and

             (4) The requested transfer will otherwise be effective and rightful.

      3.  A person who transfers an uncertificated security to a purchaser for value and does not originate an instruction in connection with the transfer warrants that:

      (a) The uncertificated security is valid;

      (b) There is no adverse claim to the security;

      (c) The transfer does not violate any restriction on transfer; and

      (d) The transfer is otherwise effective and rightful.

      4.  A person who endorses a security certificate warrants to the issuer that:

      (a) There is no adverse claim to the security; and

      (b) The endorsement is effective.

      5.  A person who originates an instruction for registration of transfer of an uncertificated security warrants to the issuer that:

      (a) The instruction is effective; and

      (b) At the time the instruction is presented to the issuer, the purchaser will be entitled to the registration of transfer.

      6.  A person who presents a certificated security for registration of transfer or for payment or exchange warrants to the issuer that he or she is entitled to the registration, payment or exchange, but a purchaser for value and without notice of adverse claims to whom transfer is registered warrants only that he or she has no knowledge of any unauthorized signature in a necessary endorsement.

      7.  If a person acts as an agent of another in delivering a certificated security to a purchaser, the identity of the principal was known to the person to whom the certificate was delivered, and the certificate delivered by the agent was received by the agent from the principal or received by the agent from another person at the direction of the principal, the person delivering the security certificate warrants only that he or she has authority to act for the principal and does not know of any adverse claim to the certificated security.

      8.  A secured party who redelivers a security certificate received, or after payment and on order of the debtor delivers the security certificate to another person, makes only the warranties of an agent under subsection 7.

      9.  Except as otherwise provided in subsection 7, a broker acting for a customer makes to the issuer and a purchaser the warranties provided in subsections 1 to 7, inclusive. A broker that delivers a security certificate to its customer, or causes its customer to be registered as the owner of an uncertificated security, makes to the customer the warranties provided in subsection 1 or 2 and has the rights and privileges of a purchaser under this section. The warranties of and in favor of the broker acting as an agent are in addition to applicable warranties given by and in favor of the customer.

      (Added to NRS by 1997, 362)

      NRS 104.8109  Warranties in indirect holding.

      1.  A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that:

      (a) The entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and

      (b) There is no adverse claim to the security entitlement.

      2.  A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in subsection 1 or 2 of NRS 104.8108.

      3.  If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in subsection 1 or 2 of NRS 104.8108.

      (Added to NRS by 1997, 363)

      NRS 104.8110  Applicability; choice of law.

      1.  The local law of the issuer’s jurisdiction, as specified in subsection 4, governs:

      (a) The validity of a security;

      (b) The rights and duties of the issuer with respect to registration of transfer;

      (c) The effectiveness of registration of transfer by the issuer;

      (d) Whether the issuer owes any duties to an adverse claimant to a security; and

      (e) Whether an adverse claim can be asserted against a person to whom transfer of a certificated or uncertificated security is registered or a person who obtains control of an uncertificated security.

      2.  The local law of the securities intermediary’s jurisdiction, as specified in subsection 5, governs:

      (a) Acquisition of a security entitlement from the securities intermediary;

      (b) The rights and duties of the securities intermediary and entitlement holder arising out of a security entitlement;

      (c) Whether the securities intermediary owes any duties to an adverse claimant to a security entitlement; and

      (d) Whether an adverse claim can be asserted against a person who acquires a security entitlement from the securities intermediary or a person who purchases a security entitlement or interest therein from an entitlement holder.

      3.  The local law of the jurisdiction in which a security certificate is located at the time of delivery governs whether an adverse claim can be asserted against a person to whom the security certificate is delivered.

      4.  “Issuer’s jurisdiction” means the jurisdiction under which the issuer of the security is organized or, if permitted by the law of that jurisdiction, the law of another jurisdiction specified by the issuer. An issuer organized under the law of this State may specify the law of another jurisdiction as the law governing the matters specified in paragraphs (b) to (e), inclusive, of subsection 1.

      5.  The following rules determine a “securities intermediary’s jurisdiction” for purposes of this section:

      (a) If an agreement between the securities intermediary and its entitlement holder expressly provides the securities intermediary’s jurisdiction for purposes of this part, this article or the Uniform Commercial Code, that jurisdiction is the securities intermediary’s jurisdiction.

      (b) If paragraph (a) does not apply and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the securities intermediary’s jurisdiction.

      (c) If neither paragraph (a) nor paragraph (b) applies and an agreement between the securities intermediary and its entitlement holder governing the securities account expressly provides that the securities account is maintained at an office in a particular jurisdiction, that jurisdiction is the securities intermediary’s jurisdiction.

      (d) If neither paragraph (a) nor paragraph (b) nor paragraph (c) applies, the securities intermediary’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the entitlement holder’s account is located.

      (e) If none of the preceding paragraphs applies, the securities intermediary’s jurisdiction is the jurisdiction in which its chief executive office is located.

      6.  A securities intermediary’s jurisdiction is not determined by the physical location of certificates representing financial assets, or by the jurisdiction in which is organized the issuer of the financial asset with respect to which an entitlement holder has a security entitlement or by the location of facilities for data processing or other recordkeeping concerning the account.

      (Added to NRS by 1965, 878; A 1985, 89; 1997, 390; 1999, 377)

      NRS 104.8111  Rules of clearing corporation.  A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with the Uniform Commercial Code and affects another party who does not consent to the rule.

      (Added to NRS by 1997, 364)

      NRS 104.8112  Creditor’s legal process.

      1.  Except as otherwise provided in subsection 4, the interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy. However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer.

      2.  Except as otherwise provided in subsection 4, the interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States.

      3.  Except as otherwise provided in subsection 4, the interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor’s securities account is maintained.

      4.  The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party, may be reached by a creditor by legal process upon the secured party.

      5.  A creditor whose debtor is the owner of a certificated security, uncertificated security or security entitlement is entitled to aid from a court of competent jurisdiction, by injunction or otherwise, in reaching the certificated security, uncertificated security or security entitlement or in satisfying the claim by means allowed at law or in equity in regard to property that cannot readily be reached by other legal process.

      (Added to NRS by 1965, 885; A 1985, 106; 1989, 587; 1997, 397)

      NRS 104.8113  Statute of frauds inapplicable.  A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within 1 year after its making.

      (Added to NRS by 1965, 885; A 1985, 107; 1997, 399)

      NRS 104.8114  Evidentiary rules concerning certificated securities.  The following rules apply in an action on a certificated security against an issuer:

      1.  Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary endorsement is admitted.

      2.  If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the signature, but the signature is presumed to be genuine or authorized.

      3.  If signatures on a security certificate are admitted or established, production of the certificate entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security.

      4.  If it is shown that a defense or defect exists, the plaintiff has the burden of establishing that he or she or some person under whom he or she claims is a person against whom the defense or defect cannot be asserted.

      (Added to NRS by 1965, 877; A 1985, 88; 1997, 389)

      NRS 104.8115  Securities intermediary and others not liable to adverse claimant.  A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of his or her customer or principal, is not liable to a person having an adverse claim to the financial asset, unless he or she:

      1.  Took the action after he or she had been served with an injunction, restraining order or other legal process enjoining him or her from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order or other legal process;

      2.  Acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or

      3.  In the case of a security certificate that had been stolen, acted with notice of the adverse claim.

      (Added to NRS by 1965, 885; A 1985, 106; 1997, 398)

      NRS 104.8116  Securities intermediary as purchaser for value.  A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder.

      (Added to NRS by 1997, 364)

Part 2

Issue and Issuer

      NRS 104.8201  “Issuer.”

      1.  With respect to an obligation on or a defense to a security, an “issuer” includes a person who:

      (a) Places or authorizes the placing of his or her name on a security certificate, other than as authenticating trustee, registrar, transfer agent or the like, to evidence a share, participation or other interest in his or her property or in an enterprise, or to evidence his or her duty to perform an obligation represented by the certificate;

      (b) Creates a share, participation or other interest in his or her property or in an enterprise, or undertakes an obligation, that is an uncertificated security;

      (c) Directly or indirectly creates a fractional interest in his or her rights or property, if the fractional interest is represented by a security certificate; or

      (d) Becomes responsible for, or in place of, any other person described as an issuer in this section.

      2.  With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of his or her guaranty, whether or not the guarantor’s obligation is noted on a security certificate.

      3.  With respect to registration of transfer, “issuer” means a person on whose behalf transfer books are maintained.

      (Added to NRS by 1965, 878; A 1985, 90; 1997, 391)

      NRS 104.8202  Issuer’s responsibility and defenses; notice of defect or defense.

      1.  Even against a purchaser for value and without notice, the terms of a certificated security include the terms stated on the certificate and the terms made part of the security by reference on the certificate to another instrument, indenture, or document or to a constitution, statute, ordinance, rule, regulation, order or the like, to the extent the terms referred to do not conflict with terms stated on the certificate. A reference under this subsection does not of itself charge a purchaser for value with notice of a defect going to the validity of the security, even if the certificate expressly states that a person accepting it admits notice. The terms of an uncertificated security include those stated in any instrument, indenture or document, or in a constitution, statute, ordinance, rule, regulation, order or the like, pursuant to which the security was issued.

      2.  The following rules apply if an issuer asserts that a security is not valid:

      (a) A security other than one issued by a government or governmental subdivision, agency or instrumentality, even though issued with a defect going to its validity, is valid in the hands of a purchaser for value and without notice of the particular defect unless the defect involves a violation of a constitutional provision. In that case the security is valid in the hands of a purchaser for value and without notice of the defect other than one who takes by original issue.

      (b) Paragraph (a) applies to an issuer that is a government or governmental subdivision, agency or instrumentality only if there has been substantial compliance with the legal requirements governing the issue or the issuer has received a substantial consideration for the issue as a whole or for the particular security and a stated purpose of the issue is one for which the issuer has power to borrow money or issue the security.

      3.  Except as otherwise provided in NRS 104.8205, lack of genuineness of a certificated security is a complete defense even against a purchaser for value and without notice.

      4.  All other defenses of the issuer of a security, including nondelivery and conditional delivery of a certificated security, are ineffective against a purchaser for value who has taken the certificated security without notice of the particular defense.

      5.  This section does not affect the right of a party to cancel a contract for a security “when, as and if issued” or “when distributed” in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed.

      6.  If a security is held by a securities intermediary against whom an entitlement holder has a security entitlement with respect to the security, the issuer may not assert any defense that it could not assert if the entitlement holder held the security directly.

      (Added to NRS by 1965, 879; A 1985, 90; 1997, 392)

      NRS 104.8203  Staleness as notice of defect or defense.  After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer if the act or event:

      1.  Requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is available on the date set for payment or exchange, and the purchaser takes the security more than 1 year after that date; or

      2.  Is not covered by subsection 1 and the purchaser takes the security more than 2 years after the date set for surrender or presentation or the date on which performance became due.

      (Added to NRS by 1965, 879; A 1985, 92; 1997, 393)

      NRS 104.8204  Effect of issuer’s restriction on transfer.  A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against any person without actual knowledge of the restriction unless:

      1.  The security is certificated and the restriction is noted conspicuously on the security certificate; or

      2.  The security is uncertificated and the registered owner has been notified of the restriction.

      (Added to NRS by 1965, 880; A 1985, 92; 1997, 393)

      NRS 104.8205  Effect of unauthorized signature on security certificate.  An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by:

      1.  An authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or

      2.  An employee of the issuer, or of any of the persons listed in subsection 1, entrusted with responsible handling of the security certificate.

      (Added to NRS by 1965, 880; A 1985, 92; 1997, 393)

      NRS 104.8206  Completion or alteration of security certificate.

      1.  If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:

      (a) Any person may complete it by filling in the blanks as authorized; and

      (b) Even though the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.

      2.  A complete security certificate that has been improperly altered, even though fraudulently, remains enforceable, but only according to its original terms.

      (Added to NRS by 1965, 880; A 1985, 93; 1997, 394; 1999, 403)

      NRS 104.8207  Rights and duties of issuer with respect to registered owners.

      1.  Before the presentment for registration of transfer of a certificated security in registered form or of an instruction requesting transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications and otherwise exercise all the rights and powers of an owner.

      2.  This article does not affect the liability of the registered owner of a security for calls, assessments or the like.

      (Added to NRS by 1965, 880; A 1985, 93; 1997, 394)

      NRS 104.8208  Effect of signature of authenticating trustee, registrar or transfer agent.

      1.  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:

      (a) The certificate is genuine;

      (b) His or her own participation in the issue or registration of the transfer, pledge or release of the security is within his or her capacity and within the scope of the authority received from the issuer; and

      (c) He or she has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.

      2.  Unless otherwise agreed, a person signing under subsection 1 does not assume responsibility for the validity of the security in other respects.

      (Added to NRS by 1965, 880; A 1985, 94; 1997, 395)

      NRS 104.8209  Issuer’s lien.  A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.

      (Added to NRS by 1965, 877; A 1985, 88; 1997, 388)

      NRS 104.8210  Overissue.

      1.  As used in this section, “overissue” means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue.

      2.  Except as otherwise provided in subsections 3 and 4, the provisions of this article which validate a security or compel its issue or reissue do not apply to the extent that validation, issue or reissue would result in overissue.

      3.  If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate he or she holds.

      4.  If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price the person or the last purchaser for value paid for it with interest from the date of his or her demand.

      (Added to NRS by 1965, 877; A 1985, 88; 1997, 389)

Part 3

Transfer of Certificated and Uncertificated Securities

      NRS 104.8301  Delivery.

      1.  Delivery of a certificated security to a purchaser occurs when:

      (a) The purchaser acquires possession of the security certificate;

      (b) Another person, other than a securities intermediary, acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or

      (c) A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is registered in the name of the purchaser, payable to the order of the purchaser, or specially endorsed to the purchaser by an effective endorsement and has not been endorsed to the securities intermediary or in blank.

      2.  Delivery of an uncertificated security to a purchaser occurs when:

      (a) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or

      (b) Another person, other than a securities intermediary, becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.

      (Added to NRS by 1997, 364; A 1999, 378)

      NRS 104.8302  Rights of purchaser.

      1.  Except as otherwise provided in subsections 2 and 3, a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer.

      2.  A purchaser of a limited interest acquires rights only to the extent of the interest purchased.

      3.  A purchaser of a certificated security who as a previous holder had notice of an adverse claim does not improve its position by taking from a protected purchaser.

      (Added to NRS by 1997, 364; A 1999, 379)

      NRS 104.8303  Protected purchaser.

      1.  “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who:

      (a) Gives value;

      (b) Does not have notice of any adverse claim to the security; and

      (c) Obtains control of the certificated or uncertificated security.

      2.  In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim.

      (Added to NRS by 1997, 364)

      NRS 104.8304  Endorsement.

      1.  An endorsement may be in blank or special. An endorsement in blank includes an endorsement to bearer. A special endorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank endorsement to a special endorsement.

      2.  An endorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement.

      3.  An endorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the endorsement is on a separate document, until delivery of both the document and the certificate.

      4.  If a security certificate in registered form has been delivered to a purchaser without a necessary endorsement, the purchaser may become a protected purchaser only when the endorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.

      5.  An endorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses.

      6.  Unless otherwise agreed, a person making an endorsement assumes only the obligations provided in NRS 104.8108 and not an obligation that the security will be honored by the issuer.

      (Added to NRS by 1997, 365)

      NRS 104.8305  Instruction.

      1.  If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly.

      2.  Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by NRS 104.8108 and not an obligation that the security will be honored by the issuer.

      (Added to NRS by 1997, 365)

      NRS 104.8306  Effect of guaranteeing signature, endorsement or instruction.

      1.  A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing:

      (a) The signature was genuine;

      (b) The signer was an appropriate person to endorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and

      (c) The signer had legal capacity to sign.

      2.  A person who guarantees a signature of the originator of an instruction warrants that at the time of signing:

      (a) The signature was genuine;

      (b) 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

      (c) The signer had legal capacity to sign.

      3.  A person who specially guarantees the signature of the originator of an instruction makes the warranties of a guarantor under subsection 2 and also warrants that at the time the instruction is presented to the issuer:

      (a) The person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and

      (b) 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.

      4.  A guarantor under subsections 1 and 2 or a special guarantor under subsection 3 does not otherwise warrant the rightfulness of the transfer.

      5.  A person who guarantees an endorsement of a security certificate makes the warranties of a guarantor under subsection 1 and also warrants the rightfulness of the transfer in all respects.

      6.  A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special guarantor under subsection 3 and also warrants the rightfulness of the transfer in all respects.

      7.  An issuer may not require a special guaranty of signature, a guaranty of endorsement or a guaranty of instruction as a condition to registration of transfer.

      8.  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 endorser or originator of an instruction whose signature, endorsement or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of a breach of the warranties of the guarantor.

      (Added to NRS by 1997, 365)

      NRS 104.8307  Purchaser’s right to requisites for registration of transfer.  Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer.

      (Added to NRS by 1965, 885; A 1985, 105; 1997, 397)

Part 4

Registration

      NRS 104.8401  Duty of issuer to register transfer.

      1.  If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer, pledge or release as requested if:

      (a) Under the terms of the security, the person seeking registration of transfer is eligible to have the security registered in his or her name;

      (b) The endorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;

      (c) Reasonable assurance is given that the endorsement or instruction is genuine and authorized;

      (d) Any applicable law relating to the collection of taxes has been complied with;

      (e) The transfer does not violate any restriction on transfer imposed by the issuer in accordance with NRS 104.8204;

      (f) A demand that the issuer not register transfer has not become effective under NRS 104.8403, or the issuer has complied with subsection 2 of that section but no legal process or indemnity bond is obtained as provided in subsection 4 of that section; and

      (g) The transfer is in fact rightful or is to a protected purchaser.

      2.  If an issuer is under a duty to register a transfer of a security, the issuer is liable to the person presenting a certificated security or an instruction for registration or his or her principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.

      (Added to NRS by 1965, 886; A 1985, 108; 1997, 399)

      NRS 104.8402  Assurance that endorsement or instruction is effective.

      1.  An issuer may require the following assurance that each necessary endorsement or each instruction is genuine and authorized:

      (a) In all cases, a guaranty of the signature of the person making an endorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;

      (b) If the endorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;

      (c) If the endorsement is made or the instruction is originated by a fiduciary pursuant to paragraph (d) or (e) of subsection 1 of NRS 104.8107, appropriate evidence of appointment or incumbency;

      (d) If there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and

      (e) If the endorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case corresponding as nearly as may be to the provisions of this subsection.

      2.  An issuer may elect to require reasonable assurance beyond that specified in this section.

      3.  As used in this section:

      (a) “Guaranty of the signature” means a guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable.

      (b) “Appropriate evidence of appointment or incumbency” means:

             (1) In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within 60 days before the date of presentation for transfer; or

             (2) In any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by the issuer to be responsible or, in the absence of that document or certificate, other evidence reasonably deemed by the issuer to be appropriate.

      (Added to NRS by 1965, 887; A 1985, 109; 1997, 400)

      NRS 104.8403  Demand that issuer not register transfer.

      1.  A person who is an appropriate person to make an endorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.

      2.  If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to the person who initiated the demand at the address provided in the demand and the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that:

      (a) The certificated security has been presented for registration of transfer or the instruction for registration of transfer of the uncertificated security has been received;

      (b) A demand that the issuer not register transfer had previously been received; and

      (c) The issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.

      3.  The period described in paragraph (c) of subsection 2 may not exceed 30 days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.

      4.  An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of transfer pursuant to an effective endorsement or instruction if the person does not, within the time stated in the issuer’s communication:

      (a) Obtain an appropriate restraining order, injunction or other process from a court of competent jurisdiction enjoining the issuer from registering transfer; or

      (b) File with the issuer an indemnity bond, sufficient in the issuer’s judgment to protect the issuer and any transfer agent, registrar or other agent of the issuer involved from any loss it or they may suffer by refusing to register transfer.

      5.  This section does not relieve an issuer from liability for registering transfer pursuant to an endorsement or instruction that was not effective.

      (Added to NRS by 1965, 888; A 1985, 110; 1997, 401)

      NRS 104.8404  Wrongful registration.

      1.  Except as otherwise provided in NRS 104.8406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:

      (a) Pursuant to an ineffective endorsement or instruction;

      (b) After a demand that the issuer not register transfer became effective under subsection 1 of NRS 104.8403 and the issuer did not comply with subsection 2 of NRS 104.8403;

      (c) After the issuer had been served with an injunction, restraining order or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order or other legal process; or

      (d) By an issuer acting in collusion with the wrongdoer.

      2.  An issuer that is liable for wrongful registration of transfer under subsection 1 on demand shall provide the person entitled to the security with a like certificated or uncertificated security and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer’s liability to provide the person with a like security is governed by NRS 104.8210.

      3.  Except as otherwise provided in subsection 1 or in a law relating to the collection of taxes, an issuer is not liable to an owner or any other person suffering loss as a result of the registration of transfer of a security if registration was made pursuant to an effective endorsement or instruction.

      (Added to NRS by 1965, 888; A 1985, 112; 1997, 404)

      NRS 104.8405  Replacement of lost, destroyed or wrongfully taken security certificate.

      1.  If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed or wrongfully taken, the issuer shall issue a new certificate if the owner:

      (a) So requests before the issuer has notice that the security has been acquired by a protected purchaser;

      (b) Files with the issuer a sufficient indemnity bond; and

      (c) Satisfies other reasonable requirements imposed by the issuer.

      2.  If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer’s liability is governed by NRS 104.8210. In addition to any rights on the indemnity bond, the issuer may recover the new certificate from the person to whom it was issued or any person taking under him or her except a protected purchaser.

      (Added to NRS by 1965, 889; A 1985, 112; 1997, 405)

      NRS 104.8406  Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate.  If a security certificate has been lost, apparently destroyed or wrongfully taken and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under NRS 104.8404 or a claim to a new security certificate under NRS 104.8405.

      (Added to NRS by 1997, 366)

      NRS 104.8407  Authenticating trustee, transfer agent and registrar.  A person acting as authenticating trustee, transfer agent, registrar or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.

      (Added to NRS by 1965, 889; A 1985, 113; 1997, 406)

Part 5

Security Entitlements

      NRS 104.8501  Securities account; acquisition of security entitlement from securities intermediary.

      1.  “Securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.

      2.  Except as otherwise provided in subsections 4 and 5, a person acquires a security entitlement if a securities intermediary:

      (a) Indicates by book entry that a financial asset has been credited to his or her securities account;

      (b) Receives a financial asset from the person or acquires a financial asset for him or her and, in either case, accepts it for credit to his or her securities account; or

      (c) Becomes obligated under other law, regulation or rule to credit a financial asset to his or her securities account.

      3.  If a condition of subsection 2 has been met, a person has a security entitlement even though the securities intermediary does not itself hold the financial asset.

      4.  If a securities intermediary holds a financial asset for another person and the financial asset is registered in the name of, payable to the order of or specially endorsed to the other person and has not been endorsed to the securities intermediary or in blank, the other person is treated as holding the financial asset directly rather than as having a security entitlement with respect to the financial asset.

      5.  Issuance of a security is not establishment of a security entitlement.

      (Added to NRS by 1997, 366)

      NRS 104.8502  Assertion of adverse claim against entitlement holder.  An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against a person who acquires a security entitlement under NRS 104.8501 for value and without notice of the adverse claim.

      (Added to NRS by 1997, 367)

      NRS 104.8503  Property interest of entitlement holder in financial asset held by securities intermediary.

      1.  To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holders, are not the property of the securities intermediary and are not subject to claims of creditors of the securities intermediary, except as otherwise provided in NRS 104.8511.

      2.  An entitlement holder’s property interest with respect to a particular financial asset under subsection 1 is a pro rata property interest in all interests in that financial asset held by the securities intermediary, without regard to the time the entitlement holder acquired the security entitlement or the time the securities intermediary acquired the interest in that financial asset.

      3.  An entitlement holder’s property interest with respect to a particular financial asset under subsection 1 may be enforced against the securities intermediary only by exercise of the entitlement holder’s rights under NRS 104.8505 to 104.8508, inclusive.

      4.  An entitlement holder’s property interest with respect to a particular financial asset under subsection 1 may be enforced against a purchaser of the financial asset or interest therein only if:

      (a) Insolvency proceedings have been initiated by or against the securities intermediary;

      (b) The securities intermediary does not have sufficient interests in the financial asset to satisfy the security entitlements of all of its entitlement holders to that financial asset;

      (c) The securities intermediary violated its obligations under NRS 104.8504 by transferring the financial asset or interest therein to the purchaser; and

      (d) The purchaser is not protected under subsection 5.

Ê The trustee or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset, or interest therein, from the purchaser. If the trustee or other liquidator elects not to pursue that right, an entitlement holder whose security entitlement remains unsatisfied has the right to recover its interest in the financial asset from the purchaser.

      5.  An action based on the entitlement holder’s property interest with respect to a particular financial asset under subsection 1, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against any purchaser of a financial asset or interest therein who gives value, obtains control and does not act in collusion with the securities intermediary in violating the securities intermediary’s obligations under NRS 104.8504.

      (Added to NRS by 1997, 367)

      NRS 104.8504  Duty of securities intermediary to maintain financial asset.

      1.  A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets directly or through one or more other securities intermediaries.

      2.  Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant any security interests in a financial asset it is obligated to maintain pursuant to subsection 1.

      3.  A securities intermediary satisfies the duty under subsection 1 if:

      (a) It acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or

      (b) In the absence of agreement, it exercises due care in accordance with reasonable commercial standards to obtain and maintain the financial asset.

      4.  This section does not apply to a clearing corporation that is the obligor of an option or similar obligation to which its entitlement holders have security entitlements.

      (Added to NRS by 1997, 368)

      NRS 104.8505  Duty of securities intermediary with respect to payments and distributions.

      1.  A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if:

      (a) It acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or

      (b) In the absence of agreement, it exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution.

      2.  A securities intermediary is obligated to its entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary.

      (Added to NRS by 1997, 368)

      NRS 104.8506  Duty of securities intermediary to exercise rights as directed by entitlement holder.  A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies the duty if:

      1.  It acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or

      2.  In the absence of agreement, it either places the entitlement holder in a position to exercise the rights directly or exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.

      (Added to NRS by 1997, 368)

      NRS 104.8507  Duty of securities intermediary to comply with entitlement order.

      1.  A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized and the securities intermediary has had a reasonable opportunity to comply with the entitlement order. A securities intermediary satisfies the duty if:

      (a) It acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or

      (b) In the absence of agreement, it exercises due care in accordance with reasonable commercial standards to comply with the entitlement order.

      2.  If a securities intermediary transfers a financial asset pursuant to an ineffective entitlement order, the securities intermediary shall re-establish a security entitlement in favor of the person entitled to it and pay or credit any payments or distributions that the person did not receive as a result of the wrongful transfer. If the securities intermediary does not re-establish a security entitlement, the securities intermediary is liable to the entitlement holder for damages.

      (Added to NRS by 1997, 368)

      NRS 104.8508  Duty of securities intermediary to change entitlement holder’s position to other form of security holding.  A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible or to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. A securities intermediary satisfies the duty if:

      1.  It acts as agreed upon by the entitlement holder and the securities intermediary; or

      2.  In the absence of agreement, it exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.

      (Added to NRS by 1997, 369)

      NRS 104.8509  Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder.

      1.  If the substance of a duty imposed upon a securities intermediary by NRS 104.8504 to 104.8508, inclusive, is the subject of other statute, regulation or rule, compliance with that statute, regulation or rule satisfies the duty.

      2.  To the extent that specific standards for the performance of the duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified by other statute, regulation or rule or by agreement between the securities intermediary and entitlement holder, the securities intermediary shall perform its duties and the entitlement holder shall exercise its rights in a commercially reasonable manner.

      3.  The obligation of a securities intermediary to perform the duties imposed by NRS 104.8504 to 104.8508, inclusive, is subject to:

      (a) Rights of the securities intermediary arising out of a security interest under a security agreement with the entitlement holder or otherwise; and

      (b) Rights of the securities intermediary under other law, regulation, rule or agreement to withhold performance of its duties as a result of unfulfilled obligations of the entitlement holder to the securities intermediary.

      4.  NRS 104.8504 to 104.8508, inclusive, do not require a securities intermediary to take any action that is prohibited by other statute, regulation or rule.

      (Added to NRS by 1997, 369)

      NRS 104.8510  Rights of purchaser of security entitlement from entitlement holder.

      1.  In a case not covered by the rules of priority in article 9 or the rules stated in subsection 3, an action based on an adverse claim to a financial asset or security entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not be asserted against a person who purchases a security entitlement, or an interest therein, from an entitlement holder if the purchaser gives value, does not have notice of the adverse claim and obtains control.

      2.  If an adverse claim could not have been asserted against an entitlement holder under NRS 104.8502, the adverse claim cannot be asserted against a person who purchases a security entitlement, or an interest therein, from the entitlement holder.

      3.  In a case not covered by the rules of priority in article 9, a purchaser for value of a security entitlement, or an interest therein, who obtains control has priority over a purchaser of a security entitlement, or an interest therein, who does not obtain control. Except as otherwise provided in subsection 4, purchasers who have control rank according to priority in time of:

      (a) The purchaser’s becoming the person for whom the securities account, in which the security entitlement is carried, is maintained, if the purchaser obtained control under paragraph (a) of subsection 4 of NRS 104.8106;

      (b) The securities intermediary’s agreement to comply with the purchaser’s entitlement orders with respect to security entitlements carried or to be carried in the securities account in which the security entitlement is carried, if the purchaser obtained control under paragraph (b) of that subsection; or

      (c) If the purchaser obtained control through another person under paragraph (c) of that subsection, the time on which priority would be based under this subsection if the other person were the secured party.

      4.  A securities intermediary as purchaser has priority over a conflicting purchaser who has control unless otherwise agreed by the securities intermediary.

      (Added to NRS by 1997, 369; A 1999, 379)

      NRS 104.8511  Priority among security interests and entitlement holders.

      1.  Except as otherwise provided in subsections 2 and 3, if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entitlement holders who have security entitlements to that financial asset and its obligation to a creditor of the securities intermediary who has a security interest in that financial asset, the claims of entitlement holders, other than the creditor, have priority over the claim of the creditor.

      2.  A claim of a creditor of a securities intermediary who has a security interest in a financial asset held by a securities intermediary has priority over claims of the entitlement holders of the securities intermediary who have security entitlements with respect to that financial asset if the creditor has control over the financial asset.

      3.  If a clearing corporation does not have sufficient financial assets to satisfy both its obligations to entitlement holders who have security entitlements with respect to a financial asset and its obligation to a creditor of the clearing corporation who has a security interest in that financial asset, the claim of the creditor has priority over the claims of entitlement holders.

      (Added to NRS by 1997, 370)

ARTICLE 9

SECURED TRANSACTIONS

Part 1

General Provisions

      NRS 104.9101  Short title.  This article may be cited as Uniform Commercial Code—Secured Transactions.

      (Added to NRS by 1999, 281)

      NRS 104.9102  Definitions and index of definitions.

      1.  In this Article:

      (a) “Accession” means goods that are physically united with other goods in such a manner that the identity of the original goods is not lost.

      (b) “Account,” except as used in “account for,” means a right to payment of a monetary obligation, whether or not earned by performance, for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of; for services rendered or to be rendered; for a policy of insurance issued or to be issued; for a secondary obligation incurred or to be incurred; for energy provided or to be provided; for the use or hire of a vessel under a charter or other contract; arising out of the use of a credit or charge card or information contained on or for use with the card; or as winnings in a lottery or other game of chance operated or sponsored by a state, governmental unit of a state, or person licensed or authorized to operate the game by a state or governmental unit of a state. The term includes health-care-insurance receivables. The term does not include rights to payment evidenced by chattel paper or an instrument; commercial tort claims; deposit accounts; investment property; letter-of-credit rights or letters of credit; or rights to payment for money or funds advanced or sold, other than rights arising out of the use of a credit or charge card or information contained on or for use with the card.

      (c) “Account debtor” means a person obligated on an account, chattel paper or general intangible. The term does not include persons obligated to pay a negotiable instrument, even if the instrument constitutes part of chattel paper.

      (d) “Accounting,” except as used in “accounting for,” means a record:

             (1) Authenticated by a secured party;

             (2) Indicating the aggregate unpaid secured obligations as of a date not more than 35 days earlier or 35 days later than the date of the record; and

             (3) Identifying the components of the obligations in reasonable detail.

      (e) “Agricultural lien” means an interest, other than a security interest, in farm products:

             (1) Which secures payment or performance of an obligation for:

                   (I) Goods or services furnished in connection with a debtor’s farming operation; or

                   (II) Rent on real property leased by a debtor in connection with its farming operation;

             (2) Which is created by statute in favor of a person that:

                   (I) In the ordinary course of its business furnished goods or services to a debtor in connection with his or her farming operation; or

                   (II) Leased real property to a debtor in connection with his or her farming operation; and

             (3) Whose effectiveness does not depend on the person’s possession of the personal property.

      (f) “As-extracted collateral” means:

             (1) Oil, gas or other minerals that are subject to a security interest that:

                   (I) Is created by a debtor having an interest in the minerals before extraction; and

                   (II) Attaches to the minerals as extracted; or

             (2) Accounts arising out of the sale at the wellhead or minehead of oil, gas or other minerals in which the debtor had an interest before extraction.

      (g) “Authenticate” means:

             (1) To sign; or

             (2) With present intent to adopt or accept a record, to attach to or logically associate with the record an electronic sound, symbol or process.

      (h) “Bank” means an organization that is engaged in the business of banking. The term includes savings banks, savings and loan associations, credit unions and trust companies.

      (i) “Cash proceeds” means proceeds that are money, checks, deposit accounts or the like.

      (j) “Certificate of title” means a certificate of title with respect to which a statute provides for the security interest in question to be indicated on the certificate as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the collateral. The term includes another record maintained as an alternative to a certificate of title by the governmental unit that issues certificates of title if a statute permits the security interest in question to be indicated on the record as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the collateral.

      (k) “Chattel paper” means a record or records that evidence both a monetary obligation and a security interest in or a lease of specific goods or of specific goods and software used in the goods, or a security interest in or a lease of specific goods and a license of software used in the goods. The term does not include charters or other contracts involving the use or hire of a vessel, or records that evidence a right to payment arising out of the use of a credit or charge card or information contained on or for use with the card. If a transaction is evidenced by records that include an instrument or series of instruments, the group of records taken together constitutes chattel paper. As used in this paragraph, “monetary obligation” means a monetary obligation secured by the goods or owed under a lease of the goods and includes a monetary obligation with respect to software used in the goods.

      (l) “Collateral” means the property subject to a security interest or agricultural lien. The term includes:

             (1) Proceeds to which a security interest attaches;

             (2) Accounts, chattel paper, payment intangibles and promissory notes that have been sold; and

             (3) Goods that are the subject of a consignment.

      (m) “Commercial tort claim” means a claim arising in tort with respect to which:

             (1) The claimant is an organization; or

             (2) The claimant is a natural person and the claim:

                   (I) Arose in the course of the claimant’s business or profession; and

                   (II) Does not include damages arising out of personal injury to or the death of a natural person.

      (n) “Commodity account” means an account maintained by a commodity intermediary in which a commodity contract is carried for a commodity customer.

      (o) “Commodity contract” means a commodity futures contract, an option on a commodity futures contract, a commodity option or another contract if the contract or option is:

             (1) Traded on or subject to the rules of a board of trade that has been designated as a contract market for such a contract pursuant to federal commodities laws; or

             (2) Traded on a foreign commodity board of trade, exchange or market, and is carried on the books of a commodity intermediary for a commodity customer.

      (p) “Commodity customer” means a person for which a commodity intermediary carries a commodity contract on its books.

      (q) “Commodity intermediary” means a person that:

             (1) Is registered as a futures commission merchant under federal commodities law; or

             (2) In the ordinary course of its business provides clearance or settlement services for a board of trade that has been designated as a contract market pursuant to federal commodities law.

      (r) “Communicate” means:

             (1) To send a written or other tangible record;

             (2) To transmit a record by any means agreed upon by the persons sending and receiving the record; or

             (3) In the case of transmission of a record to or by a filing office, to transmit a record by any means prescribed by filing-office rule.

      (s) “Consignee” means a merchant to which goods are delivered in a consignment.

      (t) “Consignment” means a transaction, regardless of its form, in which a person delivers goods to a merchant for the purpose of sale and:

             (1) The merchant:

                   (I) Deals in goods of that kind under a name other than the name of the person making delivery;

                   (II) Is not an auctioneer; and

                   (III) Is not generally known by its creditors to be substantially engaged in selling the goods of others;

             (2) With respect to each delivery, the aggregate value of the goods is $1,000 or more at the time of delivery;

             (3) The goods are not consumer goods immediately before delivery; and

             (4) The transaction does not create a security interest that secures an obligation.

      (u) “Consignor” means a person that delivers goods to a consignee in a consignment.

      (v) “Consumer debtor” means a debtor in a consumer transaction.

      (w) “Consumer goods” means goods that are used or bought for use primarily for personal, family or household purposes.

      (x) “Consumer-goods transaction” means a consumer transaction to the extent that:

             (1) A natural person incurs an obligation primarily for personal, family or household purposes; and

             (2) A security interest in consumer goods or in consumer goods and software that is held or acquired primarily for personal, family or household purposes secures the obligation.

      (y) “Consumer obligor” means an obligor who is a natural person and who incurred the obligation as part of a transaction entered into primarily for personal, family or household purposes.

      (z) “Consumer transaction” means a transaction to the extent that a natural person incurs an obligation primarily for personal, family or household purposes; a security interest secures the obligation; and the collateral is held or acquired primarily for personal, family or household purposes. The term includes consumer-goods transactions.

      (aa) “Continuation statement” means a change of a financing statement which:

             (1) Identifies, by its file number, the initial financing statement to which it relates; and

             (2) Indicates that it is a continuation statement for, or that it is filed to continue the effectiveness of, the identified financing statement.

      (bb) “Debtor” means:

             (1) A person having an interest, other than a security interest or other lien, in the collateral, whether or not the person is an obligor;

             (2) A seller of accounts, chattel paper, payment intangibles or promissory notes; or

             (3) A consignee.

      (cc) “Deposit account” means a demand, time, savings, passbook or similar account maintained with a bank. The term does not include investment property or accounts evidenced by an instrument.

      (dd) “Document” means a document of title or a receipt of the type described in subsection 2 of NRS 104.7201.

      (ee) “Electronic chattel paper” means chattel paper evidenced by a record or records consisting of information stored in an electronic medium.

      (ff) “Encumbrance” means a right, other than an ownership interest, in real property. The term includes mortgages and other liens on real property.

      (gg) “Equipment” means goods other than inventory, farm products or consumer goods.

      (hh) “Farm products” means goods, other than standing timber, with respect to which the debtor is engaged in a farming operation and which are:

             (1) Crops grown, growing or to be grown, including:

                   (I) Crops produced on trees, vines and bushes; and

                   (II) Aquatic goods produced in aquacultural operations;

             (2) Livestock, born or unborn, including aquatic goods produced in aquacultural operations;

             (3) Supplies used or produced in a farming operation; or

             (4) Products of crops or livestock in their unmanufactured states.

      (ii) “Farming operation” means raising, cultivating, propagating, fattening, grazing, or any other farming, livestock, or aquacultural operation.

      (jj) “File number” means the number assigned to an initial financing statement pursuant to subsection 1 of NRS 104.9519.

      (kk) “Filing office” means an office designated in NRS 104.9501 as the place to file a financing statement.

      (ll) “Filing-office rule” means a rule adopted pursuant to NRS 104.9526.

      (mm) “Financing statement” means a record or records composed of an initial financing statement and any filed record relating to the initial financing statement.

      (nn) “Fixture filing” means the filing of a financing statement covering goods that are or are to become fixtures and satisfying subsections 1 and 2 of NRS 104.9502. The term includes the filing of a financing statement covering goods of a transmitting utility which are or are to become fixtures.

      (oo) “Fixtures” means goods that have become so related to particular real property that an interest in them arises under real property law.

      (pp) “General intangible” means any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas or other minerals before extraction. The term includes payment intangibles and software.

      (qq) “Goods” means all things that are movable when a security interest attaches. The term includes fixtures; standing timber that is to be cut and removed under a conveyance or contract for sale; the unborn young of animals; crops grown, growing, or to be grown, even if the crops are produced on trees, vines, or bushes; and manufactured homes. The term also includes a computer program embedded in goods and any supporting information provided in connection with a transaction relating to the program if the program is associated with the goods in such a manner that it customarily is considered part of the goods, or by becoming the owner of the goods, a person acquires a right to use the program in connection with the goods. The term does not include a computer program embedded in goods that consist solely of the medium in which the program is embedded. The term also does not include accounts, chattel paper, commercial tort claims, deposit accounts, documents, general intangibles, instruments, investment property, letter-of-credit rights, letters of credit, money, or oil, gas or other minerals before extraction.

      (rr) “Governmental unit” means a subdivision, agency, department, county, parish, municipality, or other unit of the government of the United States, a state, or a foreign country. The term includes an organization having a separate corporate existence if the organization is eligible to issue debt on which interest is exempt from income taxation under the laws of the United States.

      (ss) “Health-care-insurance receivable” means an interest in or claim under a policy of insurance which is a right to payment of a monetary obligation for health-care goods or services provided.

      (tt) “Instrument” means a negotiable instrument or any other writing that evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a type that in ordinary course of business is transferred by delivery with any necessary endorsement or assignment. The term does not include investment property, letters of credit or writings that evidence a right to payment arising out of the use of a credit or charge card or information contained on or for use with the card.

      (uu) “Inventory” means goods, other than farm products, which:

             (1) Are leased by a person as lessor;

             (2) Are held by a person for sale or lease or to be furnished under a contract of service;

             (3) Are furnished by a person under a contract of service; or

             (4) Consist of raw materials, work in process, or materials used or consumed in a business.

      (vv) “Investment property” means a security, whether certificated or uncertificated, security entitlement, securities account, commodity contract, or commodity account.

      (ww) “Jurisdiction of organization,” with respect to a registered organization, means the jurisdiction under whose law the organization is formed or organized.

      (xx) “Letter-of-credit right” means a right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance. The term does not include the right of a beneficiary to demand payment or performance under a letter of credit.

      (yy) “Lien creditor” means:

             (1) A creditor that has acquired a lien on the property involved by attachment, levy or the like;

             (2) An assignee for benefit of creditors from the time of assignment;

             (3) A trustee in bankruptcy from the date of the filing of the petition; or

             (4) A receiver in equity from the time of appointment.

      (zz) “Manufactured home” means a structure, transportable in one or more sections, which in the traveling mode, is 8 feet or more in body width or 40 feet or more in body length, or, when erected on-site, is 320 or more square feet, and which is built on a permanent chassis and designed to be used as a dwelling with or without a permanent foundation when connected to the required utilities, and includes the plumbing, heating, air-conditioning and electrical systems contained therein. The term includes any structure that meets all of the requirements of this paragraph except the size requirements and with respect to which the manufacturer voluntarily files a certification required by the United States Secretary of Housing and Urban Development and complies with the standards established under Title 42 of the United States Code.

      (aaa) “Manufactured-home transaction” means a secured transaction:

             (1) That creates a purchase-money security interest in a manufactured home, other than a manufactured home held as inventory; or

             (2) In which a manufactured home, other than a manufactured home held as inventory, is the primary collateral.

      (bbb) “Mortgage” means a consensual interest in real property, including fixtures, which is created by a mortgage, deed of trust, or similar transaction.

      (ccc) “New debtor” means a person that becomes bound as debtor under subsection 4 of NRS 104.9203 by a security agreement previously entered into by another person.

      (ddd) “New value” means money; money’s worth in property, services or new credit; or release by a transferee of an interest in property previously transferred to the transferee. The term does not include an obligation substituted for another obligation.

      (eee) “Noncash proceeds” means proceeds other than cash proceeds.

      (fff) “Obligor” means a person that, with respect to an obligation secured by a security interest in or an agricultural lien on the collateral, owes payment or other performance of the obligation, has provided property other than the collateral to secure payment or other performance of the obligation, or is otherwise accountable in whole or in part for payment or other performance of the obligation. The term does not include an issuer or a nominated person under a letter of credit.

      (ggg) “Original debtor” means, except as used in subsection 3 of NRS 104.9310, a person that, as debtor, entered into a security agreement to which a new debtor has become bound under subsection 4 of NRS 104.9203.

      (hhh) “Payment intangible” means a general intangible under which the account debtor’s principal obligation is a monetary obligation.

      (iii) “Person related to,” with respect to a natural person, means:

             (1) The person’s spouse;

             (2) The person’s brother, brother-in-law, sister or sister-in-law;

             (3) The person’s or the person’s spouse’s ancestor or lineal descendant; or

             (4) Any other relative, by blood or marriage, of the person or the person’s spouse who shares the same home with him or her.

      (jjj) “Person related to,” with respect to an organization, means:

             (1) A person directly or indirectly controlling, controlled by or under common control with the organization;

             (2) An officer or director of, or a person performing similar functions with respect to, the organization;

             (3) An officer or director of, or a person performing similar functions with respect to, a person described in subparagraph (1);

             (4) The spouse of a natural person described in subparagraph (1), (2) or (3); or

             (5) A person who is related by blood or marriage to a person described in subparagraph (1), (2), (3) or (4) and shares the same home with that person.

      (kkk) “Proceeds” means, except as used in subsection 2 of NRS 104.9609, the following property:

             (1) Whatever is acquired upon the sale, lease, license, exchange or other disposition of collateral;

             (2) Whatever is collected on, or distributed on account of, collateral;

             (3) Rights arising out of collateral;

             (4) To the extent of the value of collateral, claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to, the collateral; and

             (5) To the extent of the value of collateral and to the extent payable to the debtor or the secured party, insurance payable by reason of the loss or nonconformity of, defects or infringement of rights in, or damage to, the collateral.

      (lll) “Promissory note” means an instrument that evidences a promise to pay a monetary obligation, does not evidence an order to pay, and does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds.

      (mmm) “Proposal” means a record authenticated by a secured party which includes the terms on which the secured party is willing to accept collateral in full or partial satisfaction of the obligation it secures pursuant to NRS 104.9620, 104.9621 and 104.9622.

      (nnn) “Public-finance transaction” means a secured transaction in connection with which:

             (1) Debt securities are issued;

             (2) All or a portion of the securities issued have an initial stated maturity of at least 20 years; and

             (3) The debtor, the obligor, the secured party, the account debtor or other person obligated on collateral, the assignor or assignee of a secured obligation, or the assignor or assignee of a security interest is a state or a governmental unit of a state.

      (ooo) “Public organic record” means a record that is available to the public for inspection and is:

             (1) A record consisting of the record initially filed with or issued by a state or the United States to form or organize an organization and any record filed with or issued by the state or the United States which amends or restates the initial record;

             (2) An organic record of a business trust consisting of the record initially filed with a state and any record filed with the state which amends or restates the initial record, if a statute of the state governing business trusts requires that the record be filed with the state; or

             (3) A record consisting of legislation enacted by the legislature of a state or the Congress of the United States which forms or organizes an organization, any record amending the legislation and any record filed with or issued by the state or the United States which amends or restates the name of the organization.

      (ppp) Pursuant to commitment,” with respect to an advance made or other value given by a secured party, means pursuant to the secured party’s obligation, whether or not a subsequent event of default or other event not within the secured party’s control has relieved or may relieve the secured party from its obligation.

      (qqq) “Record,” except as used in “for record,” “of record,” “record or legal title,” and “record owner,” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

      (rrr) “Registered organization” means an organization formed or organized solely under the law of a single state or the United States by the filing of a public organic record with, the issuance of a public organic record by, or the enactment of legislation by the state or the United States. The term includes a business trust that is formed or organized under the law of a single state if a statute of the state governing business trusts requires that the business trust’s organic record be filed with the state.

      (sss) “Secondary obligor” means an obligor to the extent that:

             (1) The obligor’s obligation is secondary; or

             (2) The obligor has a right of recourse with respect to an obligation secured by collateral against the debtor, another obligor or property of either.

      (ttt) “Secured party” means:

             (1) A person in whose favor a security interest is created or provided for under a security agreement, whether or not any obligation to be secured is outstanding;

             (2) A person that holds an agricultural lien;

             (3) A consignor;

             (4) A person to which accounts, chattel paper, payment intangibles or promissory notes have been sold;

             (5) A trustee, indenture trustee, agent, collateral agent or other representative in whose favor a security interest or agricultural lien is created or provided for; or

             (6) A person that holds a security interest arising under NRS 104.2401, 104.2505, subsection 3 of NRS 104.2711, NRS 104.4210, 104.5118 or subsection 5 of NRS 104A.2508.

      (uuu) “Security agreement” means an agreement that creates or provides for a security interest.

      (vvv) “Send,” in connection with a record or notification, means:

             (1) To deposit in the mail, deliver for transmission or transmit by any other usual means of communication, with postage or cost of transmission provided for, addressed to any address reasonable under the circumstances; or

             (2) To cause the record or notification to be received within the time that it would have been received if properly sent under subparagraph (1).

      (www) “Software” means a computer program and any supporting information provided in connection with a transaction relating to the program. The term does not include a computer program that is contained in goods unless the goods are a computer or computer peripheral.

      (xxx) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

      (yyy) “Supporting obligation” means a letter-of-credit right or secondary obligation that supports the payment or performance of an account, chattel paper, document, general intangible, instrument or investment property.

      (zzz) “Tangible chattel paper” means chattel paper evidenced by a record or records consisting of information that is inscribed on a tangible medium.

      (aaaa) “Termination statement” means a subsequent filing which:

             (1) Identifies, by its file number, the initial financing statement to which it relates; and

             (2) Indicates either that it is a termination statement or that the identified financing statement is no longer effective.

      (bbbb) “Transmitting utility” means a person primarily engaged in the business of:

             (1) Operating a railroad, subway, street railway or trolley bus;

             (2) Transmitting communications electrically, electromagnetically or by light;

             (3) Transmitting goods by pipeline;

             (4) Providing sewerage; or

             (5) Transmitting or producing and transmitting electricity, steam, gas or water.

      2.  “Control” as provided in NRS 104.7106 and the following definitions in other Articles apply to this Article:

 

“Applicant.” NRS 104.5102.

“Beneficiary.” NRS 104.5102.

“Broker.” NRS 104.8102.

“Certificated security.” NRS 104.8102.

“Check.” NRS 104.3104.

“Clearing corporation.” NRS 104.8102.

“Contract for sale.” NRS 104.2106.

“Customer.” NRS 104.4104.

“Entitlement holder.” NRS 104.8102.

“Financial asset.” NRS 104.8102.

“Holder in due course.” NRS 104.3302.

“Issuer” (with respect to a letter of credit or letter-of-credit right). NRS 104.5102.

“Issuer” (with respect to a security). NRS 104.8201.

“Issuer” (with respect to documents of title). NRS 104.7102.

“Lease.” NRS 104A.2103.

“Lease agreement.” NRS 104A.2103.

“Lease contract.” NRS 104A.2103.

“Leasehold interest.” NRS 104A.2103.

“Lessee.” NRS 104A.2103.

“Lessee in ordinary course of business.” NRS 104A.2103.

“Lessor.” NRS 104A.2103.

“Lessor’s residual interest.” NRS 104A.2103.

“Letter of credit.” NRS 104.5102.

“Merchant.” NRS 104.2104.

“Negotiable instrument.” NRS 104.3104.

“Nominated person.” NRS 104.5102.

“Note.” NRS 104.3104.

“Proceeds of a letter of credit.” NRS 104.5114.

“Prove.” NRS 104.3103.

“Sale.” NRS 104.2106.

“Securities account.” NRS 104.8501.

“Securities intermediary.” NRS 104.8102.

“Security.” NRS 104.8102.

“Security certificate.” NRS 104.8102.

“Security entitlement.” NRS 104.8102.

“Uncertificated security.” NRS 104.8102.

 

      3.  Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.

      (Added to NRS by 1999, 281; A 2001, 710; 2005, 860; 2011, 608)

      NRS 104.9103  Purchase-money security interest: Circumstances of existence; applicability of payments; burden of establishing.

      1.  In this section:

      (a) “Purchase-money collateral” means goods or software that secures a purchase-money obligation incurred with respect to that collateral; and

      (b) “Purchase-money obligation” means an obligation of an obligor incurred as all or part of the price of the collateral or for value given to enable the debtor to acquire rights in or the use of the collateral if the value is in fact so used.

      2.  A security interest in goods is a purchase-money security interest:

      (a) To the extent that the goods are purchase-money collateral with respect to that security interest;

      (b) If the security interest is in inventory that is or was purchase-money collateral, also to the extent that the security interest secures a purchase-money obligation incurred with respect to other inventory in which the secured party holds or held a purchase-money security interest; and

      (c) Also to the extent that the security interest secures a purchase-money obligation incurred with respect to software in which the secured party holds or held a purchase-money security interest.

      3.  A security interest in software is a purchase-money security interest to the extent that the security interest also secures a purchase-money obligation incurred with respect to goods in which the secured party holds or held a purchase-money security interest if:

      (a) The debtor acquired its interest in the software in an integrated transaction in which it acquired an interest in the goods; and

      (b) The debtor acquired its interest in the software for the principal purpose of using the software in the goods.

      4.  The security interest of a consignor in goods that are the subject of a consignment is a purchase-money security interest in inventory.

      5.  In a transaction other than a consumer-goods transaction, if the extent to which a security interest is a purchase-money security interest depends on the application of a payment to a particular obligation, the payment must be applied:

      (a) In accordance with any reasonable method of application to which the parties agree;

      (b) In the absence of the parties’ agreement to a reasonable method, in accordance with any intention of the obligor manifested at or before the time of payment; or

      (c) In the absence of an agreement to a reasonable method and a timely manifestation of the obligor’s intention, in the following order:

             (1) To obligations that are not secured; and

             (2) If more than one obligation is secured, to obligations secured by purchase-money security interests in the order in which those obligations were incurred.

      6.  In a transaction other than a consumer-goods transaction, a purchase-money security interest does not lose its status as such, even if:

      (a) The purchase-money collateral also secures an obligation that is not a purchase-money obligation;

      (b) Collateral that is not purchase-money collateral also secures the purchase-money obligation; or

      (c) The purchase-money obligation has been renewed, refinanced, consolidated or restructured.

      7.  In a transaction other than a consumer-goods transaction, a secured party claiming a purchase-money security interest has the burden of establishing the extent to which the security interest is a purchase-money security interest.

      8.  The limitation of the rules in subsections 5, 6 and 7 to transactions other than consumer-goods transactions leaves to the court the determination of the proper rules in consumer-goods transactions. The court may not infer from that limitation the nature of the proper rule in consumer-goods transactions and may continue to apply established approaches.

      (Added to NRS by 1999, 291)

      NRS 104.9104  Control of deposit account.

      1.  A secured party has control of a deposit account if:

      (a) The secured party is the bank with which the deposit account is maintained;

      (b) The debtor, secured party and bank have agreed in an authenticated record that the bank will comply with instructions originated by the secured party directing disposition of the funds in the deposit account without further consent by the debtor; or

      (c) The secured party becomes the bank’s customer with respect to the deposit account.

      2.  A secured party that has satisfied subsection 1 has control, even if the debtor retains the right to direct the disposition of funds from the deposit account.

      (Added to NRS by 1999, 292; A 2001, 719)

      NRS 104.9105  Control of electronic chattel paper; employment of system for evidencing transfer of interests in chattel paper.

      1.  A secured party has control of electronic chattel paper if a system employed for evidencing the transfer of interests in the chattel paper reliably establishes the secured party as the person to which the chattel paper was assigned.

      2.  A system satisfies subsection 1 if the record or records comprising the chattel paper are created, stored and assigned in such a manner that:

      (a) A single authoritative copy of the record or records exists which is unique, identifiable and, except as otherwise provided in paragraphs (d), (e) and (f), unalterable;

      (b) The authoritative copy identifies the secured party as the assignee of the record or records;

      (c) The authoritative copy is communicated to and maintained by the secured party or its designated custodian;

      (d) Copies or amendments that add or change an identified assignee of the authoritative copy can be made only with the consent of the secured party;

      (e) Each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy; and

      (f) Any amendment of the authoritative copy is readily identifiable as authorized or unauthorized.

      (Added to NRS by 1999, 292; A 2011, 617)

      NRS 104.9106  Control of investment property.

      1.  A person has control of a certificated security, uncertificated security, or security entitlement as provided in NRS 104.8106.

      2.  A secured party has control of a commodity contract if:

      (a) The secured party is the commodity intermediary with which the commodity contract is carried; or

      (b) The commodity customer, secured party and commodity intermediary have agreed that the commodity intermediary will apply any value distributed on account of the commodity contract as directed by the secured party without further consent by the commodity customer.

      3.  A secured party having control of all security entitlements or commodity contracts carried in a securities account or commodity account has control over the securities account or commodity account.

      (Added to NRS by 1999, 293)

      NRS 104.9107  Control of letter-of-credit right.  A secured party has control of a letter-of-credit right to the extent of any right to payment or performance by the issuer or any nominated person if the issuer or nominated person has consented to an assignment of proceeds of the letter of credit under subsection 3 of NRS 104.5114 or otherwise applicable law or practice.

      (Added to NRS by 1999, 293)

      NRS 104.9108  Sufficiency of descriptions.

      1.  Except as otherwise provided in subsections 3, 4 and 5, a description of personal or real property is sufficient, whether or not it is specific, if it reasonably identifies what is described.

      2.  Except as otherwise provided in subsection 4, a description of collateral reasonably identifies the collateral if it identifies the collateral by:

      (a) Specific listing;

      (b) Category;

      (c) Except as otherwise provided in subsection 5, a type of collateral defined in the Uniform Commercial Code;

      (d) Quantity;

      (e) Computational or allocational formula or procedure; or

      (f) Except as otherwise provided in subsection 3, any other method, if the identity of the collateral is objectively determinable.

      3.  A description of collateral as “all the debtor’s assets” or “all the debtor’s personal property” or using words of similar import does not reasonably identify the collateral.

      4.  Except as otherwise provided in subsection 5, a description of a security entitlement, securities account, or commodity account is sufficient if it describes:

      (a) The collateral by those terms or as investment property; or

      (b) The underlying financial asset or commodity contract.

      5.  A description only by type of collateral defined in the Uniform Commercial Code is an insufficient description of:

      (a) A commercial tort claim; or

      (b) In a consumer transaction, consumer goods, a security entitlement, a securities account or a commodity account.

      (Added to NRS by 1999, 293)

      NRS 104.9109  Scope of applicability.

      1.  Except as otherwise provided in subsections 3 and 4, this Article applies to:

      (a) A transaction, regardless of its form, that creates a security interest in personal property or fixtures by contract;

      (b) An agricultural lien;

      (c) A sale of accounts, chattel paper, payment intangibles or promissory notes;

      (d) A consignment;

      (e) A security interest arising under NRS 104.2401, 104.2505, subsection 3 of NRS 104.2711 or subsection 5 of NRS 104A.2508, as provided in NRS 104.9110; and

      (f) A security interest arising under NRS 104.4210 or 104.5118.

      2.  The application of this Article to a security interest in a secured obligation is not affected by the fact that the obligation is itself secured by a transaction or interest to which this Article does not apply.

      3.  This Article does not apply to the extent that:

      (a) A statute, regulation or treaty of the United States preempts this Article; or

      (b) The rights of a transferee beneficiary or nominated person under a letter of credit are independent and superior under NRS 104.5114.

      4.  This Article does not apply to:

      (a) A landlord’s lien, other than an agricultural lien;

      (b) A lien, other than an agricultural lien, given by statute or other rule of law for services or materials, but NRS 104.9333 applies with respect to priority of the lien;

      (c) An assignment of a claim for wages, salary or other compensation of an employee;

      (d) A sale of accounts, chattel paper, payment intangibles or promissory notes as part of a sale of the business out of which they arose;

      (e) An assignment of accounts, chattel paper, payment intangibles or promissory notes which is for the purpose of collection only;

      (f) An assignment of a right to payment under a contract to an assignee that is also obligated to perform under the contract;

      (g) An assignment of a single account, payment intangible or promissory note to an assignee in full or partial satisfaction of a preexisting indebtedness;

      (h) A transfer of an interest in or an assignment of a claim under a policy of insurance, other than an assignment by or to a health-care provider of a health-care-insurance receivable and any subsequent assignment of the right to payment, but NRS 104.9315 and 104.9322 apply with respect to proceeds and priorities in proceeds;

      (i) An assignment of a right represented by a judgment, other than a judgment taken on a right to payment that was collateral;

      (j) A right of recoupment or setoff, but:

             (1) NRS 104.9340 applies with respect to the effectiveness of rights of recoupment or setoff against deposit accounts; and

             (2) NRS 104.9404 applies with respect to defenses or claims of an account debtor;

      (k) The creation or transfer of an interest in or lien on real property, including a lease or rents thereunder, except to the extent that provision is made for:

             (1) Liens on real property in NRS 104.9203 and 104.9308;

             (2) Fixtures in NRS 104.9334;

             (3) Fixture filings in NRS 104.9501, 104.9502, 104.9512, 104.9516 and 104.9519; and

             (4) Security agreements covering personal and real property in NRS 104.9604;

      (l) An assignment of a claim arising in tort, other than a commercial tort claim, but NRS 104.9315 and 104.9322 apply with respect to proceeds and priorities in proceeds;

      (m) An assignment of a deposit account in a consumer transaction, but NRS 104.9315 and 104.9322 apply with respect to proceeds and priorities in proceeds; or

      (n) A transfer by a government or governmental unit.

      (Added to NRS by 1999, 294; A 2001, 719)

      NRS 104.9110  Applicability to security interests arising under Article 2 or 2A.  A security interest arising under NRS 104.2401, 104.2505, subsection 3 of 104.2711, or subsection 5 of NRS 104A.2508 is subject to this Article. However, until the debtor obtains possession of the goods:

      1.  The security interest is enforceable, even if paragraph (c) of subsection 2 of NRS 104.9203 has not been satisfied;

      2.  Filing is not required to perfect the security interest;

      3.  The rights of the secured party after default by the debtor are governed by Article 2 or 2A; and

      4.  The security interest has priority over a conflicting security interest created by the debtor.

      (Added to NRS by 1999, 295)

Part 2

Effectiveness of Security Agreement; Attachment of Security Interest; Rights of Parties to Security Agreement

      NRS 104.9201  General effectiveness of security agreement.

      1.  Except as otherwise provided in the Uniform Commercial Code, a security agreement is effective according to its terms between the parties, against purchasers of the collateral, and against creditors.

      2.  A transaction subject to this article is subject to any applicable rule of law which establishes a different rule for consumers and to chapters 97 and 97A of NRS.

      3.  In case of conflict between this article and a rule of law, statute or regulation described in subsection 2, the rule of law, statute or regulation controls. Failure to comply with a statute or regulation described in subsection 2 has only the effect the statute or regulation specifies.

      4.  This article does not:

      (a) Validate any rate, charge, agreement, or practice that violates a rule of law, statute or regulation described in subsection 2; or

      (b) Extend the application of the rule of law, statute or regulation to a transaction not otherwise subject to it.

      (Added to NRS by 1999, 295)

      NRS 104.9202  Title to collateral immaterial.  Except as otherwise provided with respect to consignments or sales of accounts, chattel paper, payment intangibles or promissory notes, the provisions of this article with regard to rights and obligations apply whether or not title to collateral is in the secured party or the debtor.

      (Added to NRS by 1999, 296)

      NRS 104.9203  Attachment and enforceability of security interest; proceeds; formal requisites; supporting obligations.

      1.  A security interest attaches to collateral when it becomes enforceable against the debtor with respect to the collateral, unless an agreement expressly postpones the time of attachment.

      2.  Except as otherwise provided in subsections 3 to 9, inclusive, a security interest is enforceable against the debtor and third parties with respect to the collateral only if:

      (a) Value has been given;

      (b) The debtor has rights in the collateral or the power to transfer rights in the collateral to a secured party; and

      (c) One of the following conditions is met:

             (1) The debtor has authenticated a security agreement that provides a description of the collateral and, if the security interest covers timber to be cut, a description of the land concerned;

             (2) The collateral is not a certificated security and is in the possession of the secured party under NRS 104.9313 pursuant to the debtor’s security agreement;

             (3) The collateral is a certificated security in registered form and the security certificate has been delivered to the secured party under NRS 104.8301 pursuant to the debtor’s security agreement; or

             (4) The collateral is deposit accounts, electronic chattel paper, investment property, letter-of-credit rights or electronic documents, and the secured party has control under NRS 104.7106, 104.9104, 104.9105, 104.9106 or 104.9107 pursuant to the debtor’s security agreement.

      3.  Subsection 2 is subject to NRS 104.4210 on the security interest of a collecting bank, NRS 104.5118 on the security interest of a letter-of-credit issuer or nominated person, NRS 104.9110 on a security interest arising under Article 2 or 2A, and NRS 104.9206 on security interests in investment property.

      4.  A person becomes bound as debtor by a security agreement entered into by another person if, by operation of law other than this Article or by contract:

      (a) The security agreement becomes effective to create a security interest in his or her property; or

      (b) He or she becomes generally obligated for the obligations of the other person, including the obligation secured under the security agreement, and acquires or succeeds to all or substantially all of the assets of the other person.

      5.  If a new debtor becomes bound as debtor by a security agreement entered into by another person:

      (a) The agreement satisfies paragraph (c) of subsection 2 with respect to existing or after-acquired property of the new debtor to the extent the property is described in the agreement; and

      (b) Another agreement is not necessary to make a security interest in the property enforceable.

      6.  The attachment of a security interest in collateral gives the secured party the rights to proceeds provided by NRS 104.9315 and is also attachment of a security interest in a supporting obligation for the collateral.

      7.  The attachment of a security interest in a right to payment or performance secured by a security interest or other lien on personal or real property is also attachment of a security interest in the security interest, mortgage or other lien.

      8.  The attachment of a security interest in a securities account is also attachment of a security interest in the security entitlements carried in the securities account.

      9.  The attachment of a security interest in a commodity account is also attachment of a security interest in the commodity contracts carried in the commodity account.

      (Added to NRS by 1999, 296; A 2005, 869)

      NRS 104.9204  After-acquired property; future advances.

      1.  Except as otherwise provided in subsection 2, a security agreement may create or provide for a security interest in after-acquired collateral.

      2.  A security interest does not attach under a term constituting an after-acquired property clause to:

      (a) Consumer goods, other than an accession when given as additional security, unless the debtor acquires rights in them within 10 days after the secured party gives value; or

      (b) A commercial tort claim.

      3.  A security agreement may provide that collateral secures, or that accounts, chattel paper, payment intangibles or promissory notes are sold in connection with, future advances or other value, whether or not the advances or value are given pursuant to commitment.

      (Added to NRS by 1999, 297)

      NRS 104.9205  Use or disposition of collateral permissible.

      1.  A security interest is not invalid or fraudulent against creditors solely because:

      (a) The debtor has the right or ability to:

             (1) Use, commingle or dispose of all or part of the collateral, including returned or repossessed goods;

             (2) Collect, compromise, enforce or otherwise deal with collateral;

             (3) Accept the return of collateral or make repossessions; or

             (4) Use, commingle or dispose of proceeds; or

      (b) The secured party fails to require the debtor to account for proceeds or replace collateral.

      2.  This section does not relax the requirements of possession if attachment, perfection or enforcement of a security interest depends upon possession of the collateral by the secured party.

      (Added to NRS by 1999, 297)

      NRS 104.9206  Security interest arising in purchase or delivery of financial asset.

      1.  A security interest in favor of a securities intermediary attaches to a person’s security entitlement if:

      (a) The person buys a financial asset through the securities intermediary in a transaction in which the person is obligated to pay the purchase price to the securities intermediary at the time of the purchase; and

      (b) The securities intermediary credits the financial asset to the person’s securities account before he or she pays the securities intermediary.

      2.  The security interest described in subsection 1 secures the buyer’s obligation to pay for the financial asset.

      3.  A security interest in favor of a person that delivers a certificated security or other financial asset represented by a writing attaches to the security or other financial asset if:

      (a) The security or other financial asset:

             (1) In the ordinary course of business is transferred by delivery with any necessary endorsement or assignment; and

             (2) Is delivered under an agreement between persons in the business of dealing with such securities or financial assets; and

      (b) The agreement calls for delivery against payment.

      4.  The security interest described in subsection 3 secures the obligation to make payment for the delivery.

      (Added to NRS by 1999, 297)

      NRS 104.9207  Rights and duties of secured party having possession or control of collateral.

      1.  Except as otherwise provided in subsection 4, a secured party shall use reasonable care in the custody and preservation of collateral in the secured party’s possession. In the case of chattel paper or an instrument, reasonable care includes taking necessary steps to preserve rights against prior parties unless otherwise agreed.

      2.  Except as otherwise provided in subsection 4, if a secured party has possession of collateral:

      (a) Reasonable expenses, including the cost of insurance and payment of taxes or other charges, incurred in the custody, preservation, use or operation of the collateral are chargeable to the debtor and are secured by the collateral;

      (b) The risk of accidental loss or damage is on the debtor to the extent of a deficiency in any effective insurance coverage;

      (c) The secured party shall keep the collateral identifiable, but fungible collateral may be commingled; and

      (d) The secured party may use or operate the collateral:

             (1) For the purpose of preserving the collateral or its value;

             (2) As permitted by an order of a court having competent jurisdiction; or

             (3) Except in the case of consumer goods, in the manner and to the extent agreed by the debtor.

      3.  Except as otherwise provided in subsection 4, a secured party having possession of collateral or control of collateral under NRS 104.7106, 104.9104, 104.9105, 104.9106 or 104.9107:

      (a) May hold as additional security any proceeds, except money or funds, received from the collateral;

      (b) Shall apply money or funds received from the collateral to reduce the secured obligation, unless remitted to the debtor; and

      (c) May create a security interest in the collateral.

      4.  If the secured party is a buyer of accounts, chattel paper, payment intangibles or promissory notes or a consignor:

      (a) Subsection 1 does not apply unless the secured party is entitled under an agreement:

             (1) To charge back uncollected collateral; or

             (2) Otherwise to full or limited recourse against the debtor or a secondary obligor based on the nonpayment or other default of an account debtor or other obligor on the collateral; and

      (b) Subsections 2 and 3 do not apply.

      (Added to NRS by 1999, 298; A 2005, 870)

      NRS 104.9208  Additional duties of secured party having control of collateral.  If there is no outstanding secured obligation and the secured party is not committed to make advances, incur obligations or otherwise give value, within 10 days after receiving an authenticated demand by the debtor:

      1.  A secured party having control of a deposit account under paragraph (b) of subsection 1 of NRS 104.9104 shall send to the bank with which the deposit account is maintained an authenticated statement that releases the bank from any further obligation to comply with instructions originated by the secured party;

      2.  A secured party having control of a deposit account under paragraph (c) of subsection 1 of NRS 104.9104 shall:

      (a) Pay the debtor the balance on deposit in the deposit account; or

      (b) Transfer the balance on deposit into a deposit account in the debtor’s name;

      3.  A secured party, other than a buyer, having control of electronic chattel paper under NRS 104.9105 shall:

      (a) Communicate the authoritative copy of the electronic chattel paper to the debtor or its designated custodian;

      (b) If the debtor designates a custodian that is the designated custodian with which the authoritative copy of the electronic chattel paper is maintained for the secured party, communicate to the custodian an authenticated record releasing the designated custodian from any further obligation to comply with instructions originated by the secured party and instructing the custodian to comply with instructions originated by the debtor; and

      (c) Take appropriate action to enable the debtor or its designated custodian to make copies of or revisions to the authoritative copy which add or change an identified assignee of the authoritative copy without the consent of the secured party;

      4.  A secured party having control of investment property under paragraph (b) of subsection 4 of NRS 104.8106 or under subsection 2 of NRS 104.9106 shall send to the securities intermediary or commodity intermediary with which the security entitlement or commodity contract is maintained an authenticated record that releases the securities intermediary or commodity intermediary from any further obligation to comply with entitlement orders or directions originated by the secured party;

      5.  A secured party having control of a letter-of-credit right under NRS 104.9107 shall send to each person having an unfulfilled obligation to pay or deliver proceeds of the letter of credit to the secured party an authenticated release from any further obligation to pay or deliver proceeds of the letter of credit to the secured party; and

      6.  A secured party having control of an electronic document shall:

      (a) Give control of the electronic document to the debtor or its designated custodian;

      (b) If the debtor designates a custodian that is the designated custodian with which the authoritative copy of the electronic document is maintained for the secured party, communicate to the custodian an authenticated record releasing the designated custodian from any further obligation to comply with instructions originated by the secured party and instructing the custodian to comply with instructions originated by the debtor; and

      (c) Take appropriate action to enable the debtor or its designated custodian to make copies of or revisions to the authoritative copy which add or change an identified assignee of the authoritative copy without the consent of the secured party.

      (Added to NRS by 1999, 299; A 2005, 871)

      NRS 104.9209  Duties of secured party if account debtor has been notified of assignment.

      1.  Except as otherwise provided in subsection 3, this section applies if:

      (a) There is no outstanding secured obligation; and

      (b) The secured party is not committed to make advances, incur obligations or otherwise give value.

      2.  Within 10 days after receiving an authenticated demand by the debtor, a secured party shall send to an account debtor that has received notification of an assignment to the secured party as assignee under subsection 1 of NRS 104.9406 an authenticated record that releases the account debtor from any further obligation to the secured party.

      3.  This section does not apply to an assignment constituting the sale of an account, chattel paper or payment intangible.

      (Added to NRS by 1999, 300)

      NRS 104.9210  Request for accounting; request regarding list of collateral or statement of account.

      1.  In this section:

      (a) “Request” means a record of a type described in paragraph (b), (c) or (d).

      (b) “Request for an accounting” means a record authenticated by a debtor requesting that the recipient provide an accounting of the unpaid obligations secured by collateral and reasonably identifying the transaction or relationship that is the subject of the request.

      (c) “Request regarding a list of collateral” means a record authenticated by a debtor requesting that the recipient approve or correct a list of what the debtor believes to be the collateral securing an obligation and reasonably identifying the transaction or relationship that is the subject of the request.

      (d) “Request regarding a statement of account” means a record authenticated by a debtor requesting that the recipient approve or correct a statement indicating what the debtor believes to be the aggregate amount of unpaid obligations secured by collateral as of a specified date and reasonably identifying the transaction or relationship that is the subject of the request.

      2.  Subject to subsections 3 to 6, inclusive, a secured party, other than a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor, shall comply with a request within 14 days after receipt:

      (a) In the case of a request for an accounting, by authenticating and sending to the debtor an accounting; and

      (b) In the case of a request regarding a list of collateral or a request regarding a statement of account, by authenticating and sending to the debtor an approval or correction.

      3.  A secured party that claims a security interest in all of a particular type of collateral owned by the debtor may comply with a request regarding a list of collateral by sending to the debtor an authenticated record including a statement to that effect within 14 days after receipt.

      4.  A person that receives a request regarding a list of collateral, claims no interest in the collateral when it receives the request, and claimed an interest in the collateral at an earlier time shall comply with the request within 14 days after receipt by sending to the debtor an authenticated record:

      (a) Disclaiming any interest in the collateral; and

      (b) If known to the recipient, providing the name and mailing address of any assignee of or successor to the recipient’s interest in the collateral.

      5.  A person that receives a request for an accounting or a request regarding a statement of account, claims no interest in the obligations when it receives the request, and claimed an interest in the obligations at an earlier time shall comply with the request within 14 days after receipt by sending to the debtor an authenticated record:

      (a) Disclaiming any interest in the obligations; and

      (b) If known to the recipient, providing the name and mailing address of any assignee of or successor to the recipient’s interest in the obligations.

      6.  A debtor is entitled without charge to one response to a request under this section during any 6-month period. The secured party may require payment of a charge not exceeding $25 for each additional response.

      (Added to NRS by 1999, 300; A 2001, 720)

Part 3

Perfection and Priority

      NRS 104.9301  Determination of law governing perfection and priority of security interests.  Except as otherwise provided in NRS 104.9303 to 104.9306, inclusive, the following rules determine the law governing perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral:

      1.  Except as otherwise provided in this section, while a debtor is located in a jurisdiction, the law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral.

      2.  While collateral is located in a jurisdiction, the law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a possessory security interest in that collateral.

      3.  Except as otherwise provided in subsections 4, 5 and 6, while tangible negotiable documents, goods, instruments, money or tangible chattel paper is located in a jurisdiction, the law of that jurisdiction governs the effect of perfection or nonperfection, and the priority of a nonpossessory security interest.

      4.  While goods are located in a jurisdiction, the law of that jurisdiction governs perfection of a security interest in the goods by a fixture filing.

      5.  The law of the jurisdiction in which timber to be cut is located governs perfection of a security interest in the timber.

      6.  The law of the jurisdiction in which the wellhead or minehead is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in as-extracted collateral.

      (Added to NRS by 1999, 301; A 2005, 872)

      NRS 104.9302  Determination of law governing perfection and priority of agricultural liens.  While farm products are located in a jurisdiction, the law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of an agricultural lien on the farm products.

      (Added to NRS by 1999, 301)

      NRS 104.9303  Determination of law governing perfection and priority of security interests in goods covered by certificate of title.

      1.  This section applies to goods covered by a certificate of title, even if there is no other relationship between the jurisdiction under whose certificate of title the goods are covered and the goods or the debtor.

      2.  Goods become covered by a certificate of title when a valid application for the certificate of title and the applicable fee are delivered to the appropriate authority. Goods cease to be covered by a certificate of title at the earlier of the time the certificate of title ceases to be effective under the law of the issuing jurisdiction or the time the goods become covered subsequently by a certificate of title issued by another jurisdiction.

      3.  The law of the jurisdiction under whose certificate of title the goods are covered governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in goods covered by a certificate of title from the time the goods become covered by the certificate of title until the goods cease to be covered by the certificate of title.

      (Added to NRS by 1999, 301)

      NRS 104.9304  Determination of law governing perfection and priority of security interests in deposit accounts.

      1.  The law of a bank’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a deposit account maintained with that bank.

      2.  The following rules determine a bank’s jurisdiction for purposes of this part:

      (a) If an agreement between the bank and the debtor governing the deposit account expressly provides that a particular jurisdiction is the bank’s jurisdiction for purposes of this part, this article or the Uniform Commercial Code, that jurisdiction is the bank’s jurisdiction.

      (b) If paragraph (a) does not apply and an agreement between the bank and its customer governing the deposit account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the bank’s jurisdiction.

      (c) If neither paragraph (a) nor paragraph (b) applies and an agreement between the bank and its customer governing the deposit account expressly provides that the deposit account is maintained at an office in a particular jurisdiction, that jurisdiction is the bank’s jurisdiction.

      (d) If neither paragraph (a) nor paragraph (b) nor paragraph (c) applies, the bank’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the customer’s account is located.

      (e) If none of the preceding paragraphs applies, the bank’s jurisdiction is the jurisdiction in which the chief executive office of the bank is located.

      (Added to NRS by 1999, 302)

      NRS 104.9305  Determination of law governing perfection and priority of security interests in investment property.

      1.  Except as otherwise provided in subsection 3, the following rules apply:

      (a) While a security certificate is located in a jurisdiction, the law of that jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in the certificated security represented thereby.

      (b) The law of the issuer’s jurisdiction as specified in subsection 4 of NRS 104.8110 governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in an uncertificated security.

      (c) The law of the securities intermediary’s jurisdiction as specified in subsection 5 of NRS 104.8110 governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a security entitlement or securities account.

      (d) The law of the commodity intermediary’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a commodity contract or commodity account.

      2.  The following rules determine a commodity intermediary’s jurisdiction for purposes of this part:

      (a) If an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that a particular jurisdiction is the commodity intermediary’s jurisdiction for purposes of this part, this article or the Uniform Commercial Code, that jurisdiction is the commodity intermediary’s jurisdiction.

      (b) If paragraph (a) does not apply and an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the commodity intermediary’s jurisdiction.

      (c) If neither paragraph (a) nor paragraph (b) applies and an agreement between the commodity intermediary and commodity customer governing the commodity account expressly provides that the commodity account is maintained at an office in a particular jurisdiction, that jurisdiction is the commodity intermediary’s jurisdiction.

      (d) If neither paragraph (a) nor paragraph (b) nor paragraph (c) applies, the commodity intermediary’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the commodity customer’s account is located.

      (e) If none of the preceding paragraphs applies, the commodity intermediary’s jurisdiction is the jurisdiction in which the chief executive office of the commodity intermediary is located.

      3.  The law of the jurisdiction in which the debtor is located governs:

      (a) Perfection of a security interest in investment property by filing;

      (b) Automatic perfection of a security interest in investment property granted by a broker or securities intermediary; and

      (c) Automatic perfection of a security interest in a commodity contract or commodity account granted by a commodity intermediary.

      (Added to NRS by 1999, 302)

      NRS 104.9306  Determination of law governing perfection and priority of security interests in letter-of-credit rights.

      1.  Subject to subsection 3, the law of the issuer’s jurisdiction or a nominated person’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a letter-of-credit right if the issuer’s jurisdiction or nominated person’s jurisdiction is a state.

      2.  For purposes of this part, an issuer’s jurisdiction or nominated person’s jurisdiction is the jurisdiction whose law governs the liability of the issuer or nominated person with respect to the letter-of-credit right as provided in NRS 104.5116.

      3.  This section does not apply to a security interest that is perfected only under subsection 4 of NRS 104.9308.

      (Added to NRS by 1999, 303)

      NRS 104.9307  Location of debtor.

      1.  In this section, “place of business” means a place where a debtor conducts its affairs.

      2.  Except as otherwise provided in this section, the following rules determine a debtor’s location:

      (a) A natural person is located at his or her residence.

      (b) Any other debtor having only one place of business is located at its place of business.

      (c) Any other debtor having more than one place of business is located at its chief executive office.

      3.  Subsection 2 applies only if a debtor’s residence, place of business or chief executive office, as applicable, is located in a jurisdiction whose law requires information concerning the existence of a nonpossessory security interest to be made generally available in a filing, recording or registration system as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the collateral. If subsection 2 does not apply, the debtor is deemed to be located in the District of Columbia.

      4.  A person that ceases to exist, have a residence or have a place of business continues to be located in the jurisdiction specified by subsections 2 and 3.

      5.  A registered organization that is organized under the law of a state is located in that state.

      6.  Except as otherwise provided in subsection 9, a registered organization that is organized under the law of the United States and a branch or agency of a bank that is not organized under the law of the United States or a state are located or deemed to be located:

      (a) In the state that the law of the United States designates, if the law designates a state of location;

      (b) In the state that the registered organization, branch or agency designates, if the law of the United States authorizes the registered organization, branch or agency to designate its state of location, including by designating its main office, home office or other comparable office; or

      (c) In the District of Columbia, if neither paragraph (a) nor paragraph (b) applies.

      7.  A registered organization continues to be located in the jurisdiction specified by subsection 5 or 6 notwithstanding:

      (a) The suspension, revocation, forfeiture or lapse of the registered organization’s status as such in its jurisdiction of organization; or

      (b) The dissolution, winding up or cancellation of the existence of the registered organization.

      8.  The United States is deemed to be located in the District of Columbia.

      9.  A branch or agency of a bank that is not organized under the law of the United States or a state is located in the state in which the branch or agency is licensed, if all branches and agencies of the bank are licensed in only one state.

      10.  A foreign air carrier under the Federal Aviation Act of 1958, as amended, is located at the designated office of the agent upon which service of process may be made on behalf of the carrier.

      11.  This section applies only for purposes of this part.

      (Added to NRS by 1999, 303; A 2011, 618)

      NRS 104.9308  When security interest or agricultural lien is perfected; continuity of perfection.

      1.  Except as otherwise provided in this section and NRS 104.9309, a security interest is perfected if it has attached and all of the applicable requirements for perfection in NRS 104.9310 to 104.9316, inclusive, have been satisfied. A security interest is perfected when it attaches if the applicable requirements are satisfied before the security interest attaches.

      2.  An agricultural lien is perfected if it has become effective and all of the applicable requirements for perfection in NRS 104.9310 have been satisfied. An agricultural lien is perfected when it becomes effective if the applicable requirements are satisfied before the agricultural lien becomes effective.

      3.  A security interest or agricultural lien is perfected continuously if it is originally perfected in one manner under this article and is later perfected in another manner under this article, without an intermediate period when it was unperfected.

      4.  Perfection of a security interest in collateral also perfects a security interest in a supporting obligation for the collateral.

      5.  Perfection of a security interest in a right to payment or performance also perfects a security interest in a security interest, mortgage, or other lien on personal or real property securing the right.

      6.  Perfection of a security interest in a securities account also perfects a security interest in the security entitlements carried in the securities account.

      7.  Perfection of a security interest in a commodity account also perfects a security interest in the commodity contracts carried in the commodity account.

      (Added to NRS by 1999, 304)

      NRS 104.9309  Security interest perfected upon attachment.  The following security interests are perfected when they attach:

      1.  A purchase-money security interest in consumer goods, except as otherwise provided in subsection 2 of NRS 104.9311 with respect to consumer goods that are subject to a statute or treaty described in subsection 1 of that section;

      2.  An assignment of accounts or payment intangibles which does not by itself or in conjunction with other assignments to the same assignee transfer a significant part of the assignor’s outstanding accounts or payment intangibles;

      3.  A sale of a payment intangible;

      4.  A sale of a promissory note;

      5.  A security interest created by the assignment of a health-care-insurance receivable to the provider of the health-care goods or services;

      6.  A security interest arising under NRS 104.2401, 104.2505, subsection 3 of NRS 104.2711, or subsection 5 of NRS 104A.2508, until the debtor obtains possession of the collateral;

      7.  A security interest of a collecting bank arising under NRS 104.4210;

      8.  A security interest of an issuer or nominated person arising under NRS 104.5118;

      9.  A security interest arising in the purchase or delivery of a financial asset under NRS 104.9206;

      10.  A security interest in investment property created by a broker or securities intermediary;

      11.  A security interest in a commodity contract or a commodity account created by a commodity intermediary;

      12.  An assignment for the benefit of all creditors of the transferor and subsequent transfers by the assignee thereunder; and

      13.  A security interest created by an assignment of a beneficial interest in a decedent’s estate.

      (Added to NRS by 1999, 305)

      NRS 104.9310  When filing required to perfect security interest or agricultural lien; security interests and agricultural liens to which filing provisions do not apply.

      1.  Except as otherwise provided in subsection 2 or subsection 2 of NRS 104.9312, a financing statement must be filed to perfect all security interests and agricultural liens.

      2.  The filing of a financing statement is not necessary to perfect a security interest:

      (a) That is perfected under subsection 4, 5, 6 or 7 of NRS 104.9308;

      (b) That is perfected under NRS 104.9309 when it attaches;

      (c) In property subject to a statute, regulation or treaty described in subsection 1 of NRS 104.9311;

      (d) In goods in possession of a bailee which is perfected under paragraph (a) or (b) of subsection 4 of NRS 104.9312;

      (e) In certificated securities, documents, goods or instruments which is perfected without filing, control or possession under subsection 5, 6 or 7 of NRS 104.9312;

      (f) In collateral in the secured party’s possession under NRS 104.9313;

      (g) In a certificated security which is perfected by delivery of the security certificate to the secured party under NRS 104.9313;

      (h) In deposit accounts, electronic chattel paper, electronic documents, investment property or letter-of-credit rights which is perfected by control under NRS 104.9314;

      (i) In proceeds which is perfected under NRS 104.9315; or

      (j) That is perfected under NRS 104.9316.

      3.  If a secured party assigns a perfected security interest or agricultural lien, a filing under this Article is not required to reconfirm the perfected status of the security interest against creditors of and transferees from the original debtor.

      (Added to NRS by 1999, 306; A 2005, 872)

      NRS 104.9311  Perfection of security interests in property subject to certain statutes, regulations and treaties.

      1.  Except as otherwise provided in subsection 4, the filing of a financing statement is not necessary or effective to perfect a security interest in property subject to:

      (a) A statute, regulation or treaty of the United States whose requirements for a security interest’s obtaining priority over the rights of a lien creditor with respect to the property preempt subsection 1 of NRS 104.9310;

      (b) Chapter 105 of NRS, NRS 482.423 to 482.431, inclusive, 488.1793 to 488.1827, inclusive, and 489.501 to 489.581, inclusive; or

      (c) A statute of another jurisdiction which provides for a security interest to be indicated on a certificate of title as a condition or result of the security interest’s obtaining priority over the rights of a lien creditor with respect to the property.

      2.  Compliance with the requirements of a statute, regulation or treaty described in subsection 1 for obtaining priority over the rights of a lien creditor is equivalent to the filing of a financing statement under this article. Except as otherwise provided in subsection 4, NRS 104.9313 and subsections 4 and 5 of NRS 104.9316 for goods covered by a certificate of title, a security interest in property subject to a statute, regulation or treaty described in subsection 1 may be perfected only by compliance with those requirements, and a security interest so perfected remains perfected notwithstanding a change in the use or transfer of possession of the collateral.

      3.  Except as otherwise provided in subsection 4 and subsections 4 and 5 of NRS 104.9316, duration and renewal of perfection of a security interest perfected by compliance with the requirements prescribed by a statute, regulation or treaty described in subsection 1 are governed by the statute, regulation or treaty. In other respects, the security interest is subject to this article.

      4.  During any period in which collateral subject to a statute specified in paragraph (b) of subsection 1 is inventory held for sale or lease by a person or leased by that person as lessor and that person is in the business of selling goods of that kind, this section does not apply to a security interest in that collateral created by that person.

      (Added to NRS by 1999, 306; A 2001, 721; 2011, 619)

      NRS 104.9312  Perfection of security interests in chattel paper, deposit accounts, documents, goods covered by documents, instruments, investment property, letter-of-credit rights and money; perfection by permissive filing; temporary perfection without filing or transfer of possession.

      1.  A security interest in chattel paper, negotiable documents, instruments or investment property may be perfected by filing.

      2.  Except as otherwise provided in subsections 3 and 4 of NRS 104.9315 for proceeds:

      (a) A security interest in a deposit account may be perfected only by control under NRS 104.9314;

      (b) A security interest in a letter-of-credit right may be perfected only by control under NRS 104.9314, except as otherwise provided in subsection 4 of NRS 104.9308; and

      (c) A security interest in money may be perfected only by the secured party’s taking possession under NRS 104.9313.

      3.  While goods are in the possession of a bailee that has issued a negotiable document covering the goods:

      (a) A security interest in the goods may be perfected by perfecting a security interest in the document; and

      (b) A security interest perfected in the document has priority over any security interest that becomes perfected in the goods by another method during that time.

      4.  While goods are in the possession of a bailee that has issued a nonnegotiable document covering the goods, a security interest in the goods may be perfected by:

      (a) Issuance of a document in the name of the secured party;

      (b) The bailee’s receipt of notification of the secured party’s interest; or

      (c) Filing as to the goods.

      5.  A security interest in certificated securities, negotiable documents or instruments is perfected without filing or the taking of possession or control for a period of 20 days after the time it attaches to the extent that it arises for new value given under an authenticated security agreement.

      6.  A perfected security interest in a negotiable document or goods in possession of a bailee, other than one that has issued a negotiable document for the goods, remains perfected for 20 days without filing if the secured party makes available to the debtor the goods or documents representing the goods for the purpose of:

      (a) Ultimate sale or exchange; or

      (b) Loading, unloading, storing, shipping, transshipping, manufacturing, processing or otherwise dealing with them in a manner preliminary to their sale or exchange.

      7.  A perfected security interest in a certificated security or instrument remains perfected for 20 days without filing if the secured party delivers the security certificate or instrument to the debtor for the purpose of:

      (a) Ultimate sale or exchange; or

      (b) Presentation, collection, enforcement, renewal or registration of transfer.

      8.  After the 20-day period specified in subsection 5, 6 or 7 expires, perfection depends upon compliance with this Article.

      (Added to NRS by 1999, 307; A 2005, 873)

      NRS 104.9313  When possession by or delivery to secured party perfects security interest without filing.

      1.  Except as otherwise provided in subsection 2, a secured party may perfect a security interest in tangible negotiable documents, goods, instruments, money or tangible chattel paper by taking possession of the collateral. A secured party may perfect a security interest in certificated securities by taking delivery of the certificated securities under NRS 104.8301.

      2.  With respect to goods covered by a certificate of title issued by this State, a secured party may perfect a security interest in the goods by taking possession of the goods only in the circumstances described in subsection 5 of NRS 104.9316.

      3.  With respect to collateral other than certificated securities and goods covered by a document, a secured party takes possession of collateral in the possession of a person other than the debtor, the secured party or a lessee of the collateral from the debtor in the ordinary course of the debtor’s business, when:

      (a) The person in possession authenticates a record acknowledging that it holds possession of the collateral for the secured party’s benefit; or

      (b) The person takes possession of the collateral after having authenticated a record acknowledging that it will hold possession of collateral for the secured party’s benefit.

      4.  If perfection of a security interest depends upon possession of the collateral by a secured party, perfection occurs no earlier than the time the secured party takes possession and continues only while the secured party retains possession.

      5.  A security interest in a certificated security in registered form is perfected by delivery when delivery of the certificated security occurs under NRS 104.8301 and remains perfected by delivery until the debtor obtains possession of the security certificate.

      6.  A person in possession of collateral is not required to acknowledge that it holds possession for a secured party’s benefit.

      7.  If a person acknowledges that it holds possession for the secured party’s benefit:

      (a) The acknowledgment is effective under subsection 3 or subsection 1 of NRS 104.8301, even if the acknowledgment violates the rights of a debtor; and

      (b) Unless the person otherwise agrees or law other than this Article otherwise provides, the person does not owe any duty to the secured party and is not required to confirm the acknowledgment to another person.

      8.  A secured party having possession of collateral does not relinquish possession by delivering the collateral to a person other than the debtor or a lessee of the collateral from the debtor in the ordinary course of the debtor’s business if he or she was instructed before the delivery or is instructed contemporaneously with the delivery:

      (a) To hold possession of the collateral for the secured party’s benefit; or

      (b) To redeliver the collateral to the secured party.

      9.  A secured party does not relinquish possession, even if a delivery under subsection 8 violates the rights of a debtor. A person to which collateral is delivered under subsection 8 does not owe any duty to the secured party and is not required to confirm the delivery to another person unless he or she otherwise agrees or law other than this Article otherwise provides.

      (Added to NRS by 1999, 308; A 2005, 873)

      NRS 104.9314  Perfection by control.

      1.  A security interest in investment property, deposit accounts, letter-of-credit rights, electronic chattel paper or electronic documents may be perfected by control of the collateral under NRS 104.7106, 104.9104, 104.9105, 104.9106 or 104.9107.

      2.  A security interest in deposit accounts, letter-of-credit rights, electronic chattel paper or electronic documents is perfected by control under NRS 104.7106, 104.9104, 104.9105 or 104.9107 when the secured party obtains control and remains perfected by control only while the secured party retains control.

      3.  A security interest in investment property is perfected by control under NRS 104.9106 from the time the secured party obtains control and remains perfected by control until:

      (a) The secured party does not have control; and

      (b) One of the following occurs:

             (1) If the collateral is a certificated security, the debtor has or acquires possession of the security certificate;

             (2) If the collateral is an uncertificated security, the issuer has registered or registers the debtor as the registered owner; or

             (3) If the collateral is a security entitlement, the debtor is or becomes the entitlement holder.

      (Added to NRS by 1999, 309; A 2001, 62; 2005, 874)

      NRS 104.9315  Secured party’s rights on disposition of collateral and in proceeds.

      1.  Except as otherwise provided in this article and in subsection 2 of NRS 104.2403:

      (a) A security interest or agricultural lien continues in collateral notwithstanding sale, lease, license, exchange or other disposition thereof unless the secured party authorized the disposition free of the security interest or agricultural lien; and

      (b) A security interest attaches to any identifiable proceeds of collateral.

      2.  Proceeds that are commingled with other property are identifiable proceeds:

      (a) If the proceeds are goods, to the extent provided by NRS 104.9336; and

      (b) If the proceeds are not goods, to the extent that the secured party identifies the proceeds by a method of tracing, including application of equitable principles, that is permitted under law other than this article with respect to commingled property of the type involved.

      3.  A security interest in proceeds is a perfected security interest if the security interest in the original collateral was perfected.

      4.  A perfected security interest in proceeds becomes unperfected on the 21st day after the security interest attaches to the proceeds unless:

      (a) The following conditions are satisfied:

             (1) A filed financing statement covers the original collateral;

             (2) The proceeds are collateral in which a security interest may be perfected by filing in the office in which the financing statement has been filed; and

             (3) The proceeds are not acquired with cash proceeds;

      (b) The proceeds are identifiable cash proceeds; or

      (c) The security interest in the proceeds is perfected when the security interest attaches to the proceeds or within 20 days thereafter.

      5.  If a filed financing statement covers the original collateral, a security interest in proceeds which remains perfected under paragraph (a) of subsection 4 becomes unperfected at the later of:

      (a) When the effectiveness of the filed financing statement lapses under NRS 104.9515 or is terminated under NRS 104.9513; or

      (b) The 21st day after the security interest attaches to the proceeds.

      (Added to NRS by 1999, 309)

      NRS 104.9316  Continued perfection of security interest following change in governing law.

      1.  A security interest perfected pursuant to the law of the jurisdiction designated in subsection 1 of NRS 104.9301 or subsection 3 of NRS 104.9305 remains perfected until the earliest of:

      (a) The time perfection would have ceased under the law of that jurisdiction;

      (b) The expiration of 4 months after a change of the debtor’s location to another jurisdiction; or

      (c) The expiration of 1 year after a transfer of collateral to a person that thereby becomes a debtor and is located in another jurisdiction.

      2.  If a security interest described in subsection 1 becomes perfected under the law of the other jurisdiction before the earliest time or event described in that subsection, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earliest time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

      3.  A possessory security interest in collateral, other than goods covered by a certificate of title and as-extracted collateral consisting of goods, remains continuously perfected if:

      (a) The collateral is located in one jurisdiction and subject to a security interest perfected under the law of that jurisdiction;

      (b) Thereafter the collateral is brought into another jurisdiction; and

      (c) Upon entry into the other jurisdiction, the security interest is perfected under the law of the other jurisdiction.

      4.  Except as otherwise provided in subsection 5, a security interest in goods covered by a certificate of title which is perfected by any method under the law of another jurisdiction when the goods become covered by a certificate of title from this State remains perfected until the security interest would have become unperfected under the law of the other jurisdiction had the goods not become so covered.

      5.  A security interest described in subsection 4 becomes unperfected as against a purchaser of the goods for value and is deemed never to have been perfected as against a purchaser of the goods for value if the applicable requirements for perfection under subsection 2 of NRS 104.9311 or under NRS 104.9313 are not satisfied before the earlier of:

      (a) The time the security interest would have become unperfected under the law of the other jurisdiction had the goods not become covered by a certificate of title from this State; or

      (b) The expiration of 4 months after the goods had become so covered.

      6.  A security interest in deposit accounts, letter-of-credit rights or investment property which is perfected under the law of the bank’s jurisdiction, the issuer’s jurisdiction, a nominated person’s jurisdiction, the securities intermediary’s jurisdiction or the commodity intermediary’s jurisdiction, as applicable, remains perfected until the earlier of:

      (a) The time the security interest would have become unperfected under the law of that jurisdiction; or

      (b) The expiration of 4 months after a change of the applicable jurisdiction to another jurisdiction.

      7.  If a security interest described in subsection 6 becomes perfected under the law of the other jurisdiction before the earlier of the time or the end of the period described in that subsection, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier of that time or the end of that period, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

      8.  The following rules apply to collateral to which a security interest attaches within 4 months after the debtor changes its location to another jurisdiction:

      (a) A financing statement filed before the change pursuant to the law of the jurisdiction designated in subsection 1 of NRS 104.9301 or subsection 3 of NRS 104.9305 is effective to perfect a security interest in the collateral if the financing statement would have been effective to perfect a security interest in the collateral if the debtor had not changed its location.

      (b) If a security interest perfected by a financing statement that is effective under paragraph (a) becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in subsection 1 of NRS 104.9301 or subsection 3 of NRS 104.9305 or the expiration of the 4-month period, it remains perfected thereafter. If the security interest does not become perfected under the law of the other jurisdiction before the earlier time or event, it becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

      9.  If a financing statement naming an original debtor is filed pursuant to the law of the jurisdiction designated in subsection 1 of NRS 104.9301 or subsection 3 of NRS 104.9305 and the new debtor is located in another jurisdiction, the following rules apply:

      (a) The financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within 4 months after, the new debtor becomes bound under subsection 4 of NRS 104.9203, if the financing statement would have been effective to perfect a security interest in the collateral had the collateral been acquired by the original debtor.

      (b) A security interest perfected by the financing statement which becomes perfected under the law of the other jurisdiction before the earlier of the time the financing statement would have become ineffective under the law of the jurisdiction designated in subsection 1 of NRS 104.9301 or subsection 3 of NRS 104.9305 or the expiration of the 4-month period remains perfected thereafter. A security interest that is perfected by the financing statement but which does not become perfected under the law of the other jurisdiction before the earlier time or event becomes unperfected and is deemed never to have been perfected as against a purchaser of the collateral for value.

      (Added to NRS by 1999, 310; A 2011, 619)

      NRS 104.9317  Interests that take priority over or take free of unperfected security interest or agricultural lien.

      1.  A security interest or agricultural lien is subordinate to the rights of:

      (a) A person entitled to priority under NRS 104.9322; and

      (b) A person that becomes a lien creditor before the earlier of the time:

             (1) The security interest or agricultural lien is perfected; or

             (2) One of the conditions specified in paragraph (c) of subsection 2 of NRS 104.9203 is met and a financing statement covering the collateral is filed.

      2.  Except as otherwise provided in subsection 5, a buyer, other than a secured party, of tangible chattel paper, tangible documents, goods, instruments, or a certificated security takes free of a security interest or agricultural lien if the buyer gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.

      3.  Except as otherwise provided in subsection 5, a lessee of goods takes free of a security interest or agricultural lien if the lessee gives value and receives delivery of the collateral without knowledge of the security interest or agricultural lien and before it is perfected.

      4.  A licensee of a general intangible or a buyer, other than a secured party, of collateral other than tangible chattel paper, tangible documents, goods, instruments or a certificated security takes free of a security interest if the licensee gives value without knowledge of the security interest and before it is perfected.

      5.  Except as otherwise provided in NRS 104.9320 and 104.9321, if a person files a financing statement with respect to a purchase-money security interest before or within 20 days after the debtor receives delivery of the collateral, the security interest takes priority over the rights of a buyer, lessee or lien creditor which arise between the time the security interest attaches and the time of filing.

      (Added to NRS by 1999, 311; A 2001, 722; 2005, 875; 2011, 621)

      NRS 104.9318  No interest retained in right to payment that is sold; rights and title of seller of account or chattel paper with respect to creditors and purchasers.

      1.  A debtor that has sold an account, chattel paper, payment intangible or promissory note does not retain a legal or equitable interest in the collateral sold.

      2.  For purposes of determining the rights of creditors of, and purchasers for value of an account or chattel paper from, a debtor that has sold an account or chattel paper, while the buyer’s security interest is unperfected, the debtor has rights and title to the account or chattel paper identical to those the debtor sold.

      (Added to NRS by 1999, 312; A 2003, 3190)

      NRS 104.9319  Rights and title of consignee with respect to creditors and purchasers.

      1.  Except as otherwise provided in subsection 2, for purposes of determining the rights of creditors of, and purchasers for value of goods from, a consignee, while the goods are in the possession of the consignee, the consignee is deemed to have rights and title to the goods identical to those the consignor had or had power to transfer.

      2.  For purposes of determining the rights of a creditor of a consignee, law other than this article determines the rights and title of a consignee while goods are in the consignee’s possession if, under this part, a perfected security interest held by the consignor would have priority over the rights of the creditor.

      (Added to NRS by 1999, 312)

      NRS 104.9320  Protection of certain buyers of goods.

      1.  Except as otherwise provided in subsection 5, a buyer in the ordinary course of business, other than a person buying farm products from a person engaged in farming operations, takes free of a security interest created by the buyer’s seller, even if the security interest is perfected and the buyer knows of its existence.

      2.  Except as otherwise provided in subsection 5, a buyer of goods from a person who used or bought the goods for use primarily for personal, family or household purposes takes free of a security interest, even if perfected, if the buyer buys:

      (a) Without knowledge of the security interest;

      (b) For value;

      (c) Primarily for his or her personal, family or household purposes; and

      (d) Before the filing of a financing statement covering the goods.

      3.  To the extent that it affects the priority of a security interest over a buyer of goods under subsection 2, the period of effectiveness of a filing made in the jurisdiction in which the seller is located is governed by subsections 1 and 2 of NRS 104.9316.

      4.  A buyer in the ordinary course of business buying oil, gas, or other minerals at the wellhead or minehead or after extraction takes free of an interest arising out of an encumbrance.

      5.  Subsections 1 and 2 do not affect a security interest in goods in the possession of the secured party under NRS 104.9313.

      (Added to NRS by 1999, 312)

      NRS 104.9321  Protection of licensee of general intangible and lessee of goods in ordinary course of business.

      1.  In this section, “licensee in ordinary course of business” means a person that becomes a licensee of a general intangible in good faith, without knowledge that the license violates the rights of another person in the general intangible, and in the ordinary course from a person in the business of licensing general intangibles of that kind. A person becomes a licensee in the ordinary course if the license to him or her comports with the usual or customary practices in the kind of business in which the licensor is engaged or with the licensor’s own usual or customary practices.

      2.  A licensee in the ordinary course of business takes his or her rights under a nonexclusive license free of a security interest in the general intangible created by the licensor, even if the security interest is perfected and the licensee knows of its existence.

      3.  A lessee in the ordinary course of business takes his or her leasehold interest free of a security interest in the goods created by the lessor, even if the security interest is perfected and the lessee knows of its existence.

      (Added to NRS by 1999, 312)

      NRS 104.9322  Priorities among conflicting security interests in and agricultural liens on same collateral.

      1.  Except as otherwise provided in this section, priority among conflicting security interests and agricultural liens in the same collateral is determined according to the following rules:

      (a) Conflicting perfected security interests and agricultural liens rank according to priority in time of filing or perfection. Priority dates from the earlier of the time a filing covering the collateral is first made or the security interest or agricultural lien is first perfected, if there is no period thereafter when there is neither filing nor perfection.

      (b) A perfected security interest or agricultural lien has priority over a conflicting unperfected security interest or agricultural lien.

      (c) The first security interest or agricultural lien to attach or become effective has priority if conflicting security interests and agricultural liens are unperfected.

      2.  For the purposes of paragraph (a) of subsection 1:

      (a) The time of filing or perfection as to a security interest in collateral is also the time of filing or perfection as to a security interest in proceeds; and

      (b) The time of filing or perfection as to a security interest in collateral supported by a supporting obligation is also the time of filing or perfection as to a security interest in the supporting obligation.

      3.  Except as otherwise provided in subsection 6, a security interest in collateral which qualifies for priority over a conflicting security interest under NRS 104.9327, 104.9328, 104.9329, 104.9330 or 104.9331 also has priority over a conflicting security interest in:

      (a) Any supporting obligation for the collateral; and

      (b) Proceeds of the collateral if:

             (1) The security interest in proceeds is perfected;

             (2) The proceeds are cash proceeds or of the same type as the collateral; and

             (3) In the case of proceeds that are proceeds of proceeds, all intervening proceeds are cash proceeds, proceeds of the same type as the collateral, or an account relating to the collateral.

      4.  Subject to subsection 5 and except as otherwise provided in subsection 6, if a security interest in chattel paper, deposit accounts, negotiable documents, instruments, investment property or letter-of-credit rights is perfected by a method other than filing, conflicting perfected security interests in proceeds of the collateral rank according to priority in time of filing.

      5.  Subsection 4 applies only if the proceeds of the collateral are not cash proceeds, chattel paper, negotiable documents, instruments, investment property or letter-of-credit rights.

      6.  Subsections 1 to 5, inclusive, are subject to:

      (a) Subsection 7 and the other provisions of this part;

      (b) NRS 104.4210 with respect to a security interest of a collecting bank;

      (c) NRS 104.5118 with respect to a security interest of an issuer or nominated person; and

      (d) NRS 104.9110 with respect to a security interest arising under article 2 or 2A.

      7.  A perfected agricultural lien on collateral has priority over a conflicting security interest in or agricultural lien on the same collateral if the statute creating the agricultural lien so provides.

      (Added to NRS by 1999, 313)

      NRS 104.9323  Future advances.

      1.  Except as otherwise provided in subsection 3, for purposes of determining the priority of a perfected security interest under subsection 1 of NRS 104.9322, perfection of the security interest dates from the time an advance is made to the extent that the security interest secures an advance that:

      (a) Is made while the security interest is perfected only:

             (1) Under NRS 104.9309 when it attaches; or

             (2) Temporarily under subsection 5, 6 or 7 of NRS 104.9312; and

      (b) Is not made pursuant to a commitment entered into before or while the security interest is perfected by a method other than under NRS 104.9309 or subsection 5, 6 or 7 of NRS 104.9312.

      2.  Except as otherwise provided in subsection 3, a security interest is subordinate to the rights of a person that becomes a lien creditor to the extent that the security interest secures an advance made more than 45 days after he or she becomes a lien creditor unless the advance is made:

      (a) Without knowledge of the lien; or

      (b) Pursuant to a commitment entered into without knowledge of the lien.

      3.  Subsections 1 and 2 do not apply to a security interest held by a secured party that is a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor.

      4.  Except as otherwise provided in subsection 5, a buyer of goods other than a buyer in the ordinary course of business takes free of a security interest to the extent that it secures advances made after the earlier of:

      (a) The time the secured party acquires knowledge of the buyer’s purchase; or

      (b) Forty-five days after the purchase.

      5.  Subsection 4 does not apply if the advance is made pursuant to a commitment entered into without knowledge of the buyer’s purchase and before the expiration of the 45-day period.

      6.  Except as otherwise provided in subsection 7, a lessee of goods, other than a lessee in ordinary course of business, takes the leasehold free of a security interest to the extent that it secures advances made after the earlier of:

      (a) The time the secured party acquires knowledge of the lease; or

      (b) Forty-five days after the lease contract becomes enforceable.

      7.  Subsection 6 does not apply if the advance is made pursuant to a commitment entered into without knowledge of the lease and before the expiration of the 45-day period.

      (Added to NRS by 1999, 314; A 2001, 722)

      NRS 104.9324  Priority of purchase-money security interests.

      1.  Subject to subsection 2 and except as otherwise provided in subsection 7, a perfected purchase-money security interest in inventory has priority over a conflicting security interest in the same inventory, has priority over a conflicting security interest in chattel paper or an instrument constituting proceeds of the inventory and in proceeds of the chattel paper, if so provided in NRS 104.9330, and, except as otherwise provided in NRS 104.9327, also has priority in identifiable cash proceeds of the inventory to the extent the identifiable cash proceeds are received on or before the delivery of the inventory to a buyer, if:

      (a) The purchase-money security interest is perfected when the debtor receives possession of the inventory;

      (b) The purchase-money secured party sends an authenticated notification to the holder of the conflicting security interest;

      (c) The holder of the conflicting security interest receives the notification within 5 years before the debtor receives possession of the inventory; and

      (d) The notification states that the person sending the notification has or expects to acquire a purchase-money security interest in inventory of the debtor and describes the inventory.

      2.  Paragraphs (b), (c) and (d) of subsection 1 apply only if the holder of the conflicting security interest had filed a financing statement covering the same types of inventory:

      (a) If the purchase-money security interest is perfected by filing, before the date of the filing; or

      (b) If the purchase-money security interest is temporarily perfected without filing or possession under subsection 6 of NRS 104.9312, before the beginning of the 20-day period thereunder.

      3.  Subject to subsection 5 and except as otherwise provided in subsection 7, a perfected purchase-money security interest in livestock that are farm products has priority over a conflicting security interest in the same livestock, and, except as otherwise provided in NRS 104.9327, a perfected security interest in their identifiable proceeds and identifiable products in their unmanufactured states also has priority, if:

      (a) The purchase-money security interest is perfected when the debtor receives possession of the livestock;

      (b) The purchase-money secured party sends an authenticated notification to the holder of the conflicting security interest;

      (c) The holder of the conflicting security interest receives the notification within 6 months before the debtor receives possession of the livestock; and

      (d) The notification states that the person sending the notification has or expects to acquire a purchase-money security interest in livestock of the debtor and describes the livestock.

      4.  Paragraphs (b), (c) and (d) of subsection 3 apply only if the holder of the conflicting security interest had filed a financing statement covering the same types of livestock:

      (a) If the purchase-money security interest is perfected by filing, before the date of the filing; or

      (b) If the purchase-money security interest is temporarily perfected without filing or possession under subsection 6 of NRS 104.9312, before the beginning of the 20-day period thereunder.

      5.  Except as otherwise provided in subsection 7, a perfected purchase-money security interest in goods other than inventory or livestock has priority over a conflicting security interest in the same goods, and, except as otherwise provided in NRS 104.9327, a perfected security interest in its identifiable proceeds also has priority, if the purchase-money security interest is perfected when the debtor receives possession of the collateral or within 20 days thereafter.

      6.  Except as otherwise provided in subsection 7, a perfected purchase-money security interest in software has priority over a conflicting security interest in the same collateral, and, except as otherwise provided in NRS 104.9327, a perfected security interest in its identifiable proceeds also has priority, to the extent that the purchase-money security interest in the goods in which the software was acquired for use has priority in the goods and proceeds of the goods under this section.

      7.  If more than one security interest qualifies for priority in the same collateral under subsection 1, 3, 5 or 6:

      (a) A security interest securing an obligation incurred as all or part of the price of the collateral has priority over a security interest securing an obligation incurred for value given to enable the debtor to acquire rights in or the use of collateral; and

      (b) In all other cases, subsection 1 of NRS 104.9322 applies to the qualifying security interests.

      (Added to NRS by 1999, 315)

      NRS 104.9325  Priority of security interests in transferred collateral.

      1.  Except as otherwise provided in subsection 2, a security interest created by a debtor is subordinate to a security interest in the same collateral created by another person if:

      (a) The debtor acquired the collateral subject to the security interest created by the other person;

      (b) The security interest created by the other person was perfected when the debtor acquired the collateral; and

      (c) There is no period thereafter when the security interest is unperfected.

      2.  Subsection 1 subordinates a security interest only if the security interest:

      (a) Otherwise would have priority solely under subsection 1 of NRS 104.9322 or NRS 104.9324; or

      (b) Arose solely under subsection 3 of NRS 104.2711 or subsection 5 of NRS 104A.2508.

      (Added to NRS by 1999, 316)

      NRS 104.9326  Priority of security interests created by new debtor.

      1.  Subject to subsection 2, a security interest that is created by a new debtor in collateral in which the new debtor has or acquires rights and is perfected solely by a filed financing statement that would be ineffective to perfect the security interest but for the application of paragraph (a) of subsection 9 of NRS 104.9316 or NRS 104.9508 is subordinate to a security interest in the same collateral which is perfected other than by such a filed financing statement.

      2.  The other provisions of this part determine the priority among conflicting security interests in the same collateral perfected by filed financing statements described in subsection 1. However, if the security agreements to which a new debtor became bound as debtor were not entered into by the same original debtor, the conflicting security interests rank according to priority in time of the new debtor’s having become bound.

      (Added to NRS by 1999, 316; A 2011, 622)

      NRS 104.9327  Priority among conflicting security interests in same deposit account.  The following rules govern priority among conflicting security interests in the same deposit account:

      1.  A security interest held by a secured party having control of the deposit account under NRS 104.9104 has priority over a conflicting security interest held by a secured party that does not have control.

      2.  Except as otherwise provided in subsections 3 and 4, security interests perfected by control under NRS 104.9314 rank according to priority in time of obtaining control.

      3.  Except as otherwise provided in subsection 4, a security interest held by the bank with which the deposit account is maintained has priority over a conflicting security interest held by another secured party.

      4.  A security interest perfected by control under paragraph (c) of subsection 1 of NRS 104.9104 has priority over a security interest held by the bank with which the deposit account is maintained.

      (Added to NRS by 1999, 317)

      NRS 104.9328  Priority among conflicting security interests in same investment property.  The following rules govern priority among conflicting security interests in the same investment property:

      1.  A security interest held by a secured party having control of investment property under NRS 104.9106 has priority over a security interest held by a secured party that does not have control of the investment property.

      2.  A security interest in a certificated security in registered form which is perfected by taking delivery under subsection 1 of NRS 104.9313 and not by control under NRS 104.9314 has priority over a conflicting security interest perfected by a method other than control.

      3.  Except as otherwise provided in subsections 4 and 5, conflicting security interests held by secured parties each of which has control under NRS 104.9106 rank according to priority in time of:

      (a) If the collateral is a security, obtaining control;

      (b) If the collateral is a security entitlement carried in a securities account:

             (1) The secured party’s becoming the person for which the securities account is maintained, if the secured party obtained control under paragraph (a) of subsection 4 of NRS 104.8106;

             (2) The securities intermediary’s agreement to comply with the secured party’s entitlement orders with respect to security entitlements carried or to be carried in the securities account, if the secured party obtained control under paragraph (b) of that subsection; or

             (3) If the secured party obtained control through another person under paragraph (c) of that subsection, the time on which priority would be based under this paragraph if the other person were the secured party; or

      (c) If the collateral is a commodity contract carried with a commodity intermediary, the satisfaction of the requirement for control specified in paragraph (b) of subsection 2 of NRS 104.9106 with respect to commodity contracts carried or to be carried with the commodity intermediary.

      4.  A security interest held by a securities intermediary in a security entitlement or a securities account maintained with the securities intermediary has priority over a conflicting security interest held by another secured party.

      5.  A security interest held by a commodity intermediary in a commodity contract or a commodity account maintained with the commodity intermediary has priority over a conflicting security interest held by another secured party.

      6.  Conflicting security interests granted by a broker, securities intermediary or commodity intermediary which are perfected without control under NRS 104.9106 rank equally.

      7.  In all other cases, priority among conflicting security interests in investment property is governed by NRS 104.9322 and 104.9323.

      (Added to NRS by 1999, 317)

      NRS 104.9329  Priority among conflicting security interests in same letter-of-credit right.  The following rules govern priority among conflicting security interests in the same letter-of-credit right:

      1.  A security interest held by a secured party having control of the letter-of-credit right under NRS 104.9107 has priority to the extent of its control over a conflicting security interest held by a secured party that does not have control.

      2.  Security interests perfected by control under NRS 104.9314 rank according to priority in time of obtaining control.

      (Added to NRS by 1999, 318)

      NRS 104.9330  Priority of purchaser of chattel paper or instrument.

      1.  A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed merely as proceeds of inventory subject to a security interest if:

      (a) In good faith and in the ordinary course of the purchaser’s business, the purchaser gives new value and takes possession of the chattel paper or obtains control of the chattel paper under NRS 104.9105; and

      (b) The chattel paper does not indicate that it has been assigned to an identified assignee other than the purchaser.

      2.  A purchaser of chattel paper has priority over a security interest in the chattel paper which is claimed other than merely as proceeds of inventory subject to a security interest if the purchaser gives new value and takes possession of the chattel paper or obtains control of the chattel paper under NRS 104.9105 in good faith, in the ordinary course of the purchaser’s business, and without knowledge that the purchase violates the rights of the secured party.

      3.  Except as otherwise provided in NRS 104.9327, a purchaser having priority in chattel paper under subsection 1 or 2 also has priority in proceeds of the chattel paper to the extent that:

      (a) NRS 104.9322 provides for priority in the proceeds; or

      (b) The proceeds consist of the specific goods covered by the chattel paper or cash proceeds of the specific goods, even if the purchaser’s security interest in the proceeds is unperfected.

      4.  Except as otherwise provided in subsection 1 of NRS 104.9331, a purchaser of an instrument has priority over a security interest in the instrument perfected by a method other than possession if the purchaser gives value and takes possession of the instrument in good faith and without knowledge that the purchase violates the rights of the secured party.

      5.  For purposes of subsections 1 and 2, the holder of a purchase-money security interest in inventory gives new value for chattel paper constituting proceeds of the inventory.

      6.  For purposes of subsections 2 and 4, if chattel paper or an instrument indicates that it has been assigned to an identified secured party other than the purchaser, a purchaser of the chattel paper or instrument has knowledge that the purchase violates the rights of the secured party.

      (Added to NRS by 1999, 318)

      NRS 104.9331  Priority of rights of purchasers of instruments, documents and securities under other articles; priority of interests in financial assets and security entitlements under article 8.

      1.  This article does not limit the rights of a holder in due course of a negotiable instrument, a holder to which a negotiable document of title has been duly negotiated, or a protected purchaser of a security. These holders or purchasers take priority over an earlier security interest, even if perfected, to the extent provided in articles 3, 7 and 8.

      2.  This article does not limit the rights of or impose liability on a person to the extent that the person is protected against the assertion of a claim under article 8.

      3.  Filing under this article does not constitute notice of a claim or defense to the holders, or purchasers, or persons described in subsections 1 and 2.

      (Added to NRS by 1999, 319; A 2001, 723)

      NRS 104.9332  Effect of transfer of money; effect of transfer of funds from deposit account.

      1.  A transferee of money takes the money free of a security interest unless the transferee acts in collusion with the debtor in violating the rights of the secured party.

      2.  A transferee of funds from a deposit account takes the funds free of a security interest in the deposit account unless the transferee acts in collusion with the debtor in violating the rights of the secured party.

      (Added to NRS by 1999, 319)

      NRS 104.9333  Priority of certain possessory liens arising by operation of law.

      1.  In this section, “possessory lien” means an interest, other than a security interest or an agricultural lien:

      (a) Which secures payment or performance of an obligation for services or materials furnished with respect to goods by a person in the ordinary course of his or her business;

      (b) Which is created by statute or rule of law in his or her favor; and

      (c) Whose effectiveness depends on his or her possession of the goods.

      2.  A possessory lien on goods has priority over a security interest in the goods unless the lien is created by a statute that expressly provides otherwise.

      (Added to NRS by 1999, 319)

      NRS 104.9334  Priority of security interests in fixtures and crops.

      1.  A security interest under this article may be created in goods that are fixtures or may continue in goods that become fixtures. A security interest does not exist under this article in ordinary building materials incorporated into an improvement on land.

      2.  This article does not prevent creation of an encumbrance upon fixtures under real property law.

      3.  In cases not governed by subsections 4 to 8, inclusive, a security interest in fixtures is subordinate to a conflicting interest of an encumbrancer or owner of the related real property other than the debtor.

      4.  Except as otherwise provided in subsection 8, a perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property and:

      (a) The security interest is a purchase-money security interest;

      (b) The interest of the encumbrancer or owner arises before the goods become fixtures; and

      (c) The security interest is perfected by a fixture filing before the goods become fixtures or within 20 days thereafter.

      5.  A perfected security interest in fixtures has priority over a conflicting interest of an encumbrancer or owner of the real property if:

      (a) The debtor has an interest of record in the real property or is in possession of the real property and the security interest:

             (1) Is perfected by a fixture filing before the interest of the encumbrancer or owner is of record; and

             (2) Has priority over any conflicting interest of a predecessor in title of the encumbrancer or owner;

      (b) Before the goods become fixtures, the security interest is perfected by any method permitted by this article and the fixtures are readily removable:

             (1) Factory or office machines;

             (2) Equipment that is not primarily used or leased for use in the operation of the real property; or

             (3) Replacements of domestic appliances that are consumer goods;

      (c) The conflicting interest is a lien on the real property obtained by legal or equitable proceedings after the security interest was perfected by any method permitted by this article; or

      (d) The security interest is:

             (1) Created in a manufactured home in a manufactured-home transaction; and

             (2) Perfected pursuant to a statute described in paragraph (b) of subsection 1 of NRS 104.9311.

      6.  A security interest in fixtures, whether or not perfected, has priority over a conflicting interest of an encumbrancer or owner of the real property if:

      (a) The encumbrancer or owner has, in an authenticated record, consented to the security interest or disclaimed an interest in the goods as fixtures; or

      (b) The debtor has a right to remove the goods as against the encumbrancer or owner.

      7.  The priority of the security interest under paragraph (b) of subsection 6 continues for a reasonable time if the debtor’s right to remove the goods as against the encumbrancer or owner terminates.

      8.  A mortgage is a construction mortgage to the extent that it secures an obligation incurred for the construction of an improvement on land, including the acquisition cost of the land, if the recorded record so indicates. Except as otherwise provided in subsections 5 and 6, a security interest in fixtures is subordinate to a construction mortgage recorded before the goods become fixtures if the goods become fixtures before the completion of the construction. A mortgage has this priority to the same extent as a construction mortgage to the extent that it is given to refinance a construction mortgage.

      9.  A perfected security interest in crops growing on real property has priority over a conflicting interest of an encumbrancer or owner of the real property if the debtor has an interest of record in or is in possession of the real property.

      (Added to NRS by 1999, 319; A 2001, 723)

      NRS 104.9335  Accessions.

      1.  A security interest may be created in an accession and continues in collateral that becomes an accession.

      2.  If a security interest is perfected when the collateral becomes an accession, the security interest remains perfected in the collateral.

      3.  Except as otherwise provided in subsection 4, the other provisions of this part determine the priority of a security interest in an accession.

      4.  A security interest in an accession is subordinate to a security interest in the whole which is perfected by compliance with the requirements of a certificate-of-title statute under subsection 2 of NRS 104.9311.

      5.  After default, subject to part 6, a secured party may remove an accession from other goods if the security interest in the accession has priority over the claims of every person having an interest in the whole.

      6.  A secured party that removes an accession from other goods under subsection 5 shall promptly reimburse any holder of a security interest or other lien on, or owner of, the whole or of the other goods, other than the debtor, for the cost of repair of any physical injury to the whole or the other goods. The secured party need not reimburse the holder or owner for any diminution in value of the whole or the other goods caused by the absence of the accession removed or by any necessity for replacing it. A person entitled to reimbursement may refuse permission to remove until the secured party gives adequate assurance for the performance of the obligation to reimburse.

      (Added to NRS by 1999, 321)

      NRS 104.9336  Commingled goods.

      1.  In this section, “commingled goods” means goods that are physically united with other goods in such a manner that their identity is lost in a product or mass.

      2.  A security interest does not exist in commingled goods as such. However, a security interest may attach to a product or mass that results when goods become commingled goods.

      3.  If collateral becomes commingled goods, a security interest attaches to the product or mass.

      4.  If a security interest in collateral is perfected before the collateral becomes commingled goods, the security interest that attaches to the product or mass under subsection 3 is perfected.

      5.  Except as otherwise provided in subsection 6, the other provisions of this part determine the priority of a security interest that attaches to the product or mass under subsection 3.

      6.  If more than one security interest attaches to the product or mass under subsection 3, the following rules determine priority:

      (a) A security interest that is perfected under subsection 4 has priority over a security interest that is unperfected at the time the collateral becomes commingled goods.

      (b) If more than one security interest is perfected under subsection 4, the security interests rank equally in proportion to the value of the collateral at the time it became commingled goods.

      (Added to NRS by 1999, 321; A 2001, 725)

      NRS 104.9337  Priority of security interests in goods covered by certificate of title.  If, while a security interest in goods is perfected by any method under the law of another jurisdiction, this State issues a certificate of title that does not show that the goods are subject to the security interest or contain a statement that they may be subject to security interests not shown on the certificate:

      1.  A buyer of the goods, other than a person in the business of selling goods of that kind, takes free of the security interest if the buyer gives value and receives delivery of the goods after issuance of the certificate and without knowledge of the security interest; and

      2.  The security interest is subordinate to a conflicting security interest in the goods that attaches, and is perfected under subsection 2 of NRS 104.9311, after issuance of the certificate and without the conflicting secured party’s knowledge of the security interest.

      (Added to NRS by 1999, 322)

      NRS 104.9338  Priority of security interest or agricultural lien perfected by filed financing statement providing certain incorrect information.  If a security interest or agricultural lien is perfected by a filed financing statement providing information described in paragraph (e) of subsection 2 of NRS 104.9516 which is incorrect at the time the financing statement is filed:

      1.  The security interest or agricultural lien is subordinate to a conflicting perfected security interest in the collateral to the extent that the holder of the conflicting security interest gives value in reasonable reliance upon the incorrect information; and

      2.  A purchaser, other than a secured party, of the collateral takes free of the security interest or agricultural lien to the extent that, in reasonable reliance upon the incorrect information, the purchaser gives value and, in the case of tangible chattel paper, tangible documents, goods, instruments or a security certificate, receives delivery of the collateral.

      (Added to NRS by 1999, 322; A 2005, 875)

      NRS 104.9339  Priority subject to subordination by agreement.  This article does not preclude subordination by agreement by a person entitled to priority.

      (Added to NRS by 1999, 322)

      NRS 104.9340  Effectiveness of right of recoupment or setoff against deposit account.

      1.  Except as otherwise provided in subsection 3, a bank with which a deposit account is maintained may exercise any right of recoupment or setoff against a secured party that holds a security interest in the deposit account.

      2.  Except as otherwise provided in subsection 3, the application of this article to a security interest in a deposit account does not affect a right of recoupment or setoff of the secured party as to a deposit account maintained with the secured party.

      3.  The exercise by a bank of a setoff against a deposit account is ineffective against a secured party that holds a security interest in the deposit account which is perfected by control under paragraph (c) of subsection 1 of NRS 104.9104, if the setoff is based on a claim against the debtor.

      (Added to NRS by 1999, 322)

      NRS 104.9341  Bank’s rights and duties with respect to deposit account.  Except as otherwise provided in subsection 3 of NRS 104.9340, and unless the bank otherwise agrees in an authenticated record, a bank’s rights and duties with respect to a deposit account maintained with the bank are not terminated, suspended or modified by:

      1.  The creation, attachment or perfection of a security interest in the deposit account;

      2.  The bank’s knowledge of the security interest; or

      3.  The bank’s receipt of instructions from the secured party.

      (Added to NRS by 1999, 322)

      NRS 104.9342  Bank’s right to refuse to enter into or disclose existence of control agreement.  This article does not require a bank to enter into an agreement of the kind described in paragraph (b) of subsection 1 of NRS 104.9104, even if its customer so requests or directs. A bank that has entered into such an agreement is not required to confirm the existence of the agreement to another person unless requested to do so by its customer.

      (Added to NRS by 1999, 323)

Part 4

Rights of Third Parties

      NRS 104.9401  Alienability of debtor’s rights.

      1.  Except as otherwise provided in subsection 2 and NRS 104.9406 to 104.9409, inclusive, whether a debtor’s rights in collateral may be voluntarily or involuntarily transferred is governed by law other than this article.

      2.  An agreement between the debtor and secured party which prohibits a transfer of the debtor’s rights in collateral or makes the transfer a default does not prevent the transfer from taking effect.

      (Added to NRS by 1999, 323; A 2001, 62)

      NRS 104.9402  Secured party not obligated in contract of debtor or in tort.  The existence of a security interest, agricultural lien, or authority given to a debtor to dispose of or use collateral, without more, does not impose upon a secured party liability in contract or tort for the debtor’s acts or omissions.

      (Added to NRS by 1999, 323)

      NRS 104.9403  Agreement not to assert defenses against assignee.

      1.  In this section, “value” has the meaning provided in subsection 1 of NRS 104.3303.

      2.  Except as otherwise provided in this section, an agreement between an account debtor and an assignor not to assert against an assignee any claim or defense that the account debtor may have against the assignor is enforceable by an assignee that takes an assignment:

      (a) For value;

      (b) In good faith;

      (c) Without notice of a claim of a property or possessory right to the property assigned; and

      (d) Without notice of a defense or claim in recoupment of the type that may be asserted against a person entitled to enforce a negotiable instrument under subsection 1 of NRS 104.3305.

      3.  An agreement described in subsection 2 is not enforceable with respect to defenses of a type that may be asserted against a holder in due course of a negotiable instrument under subsection 2 of NRS 104.3305.

      4.  In a consumer transaction, if a record evidences the account debtor’s obligation, law other than this article requires that the record include a statement to the effect that the rights of an assignee are subject to claims or defenses that the account debtor could assert against the original obligee, and the record does not include such a statement:

      (a) The record has the same effect as if the record included such a statement; and

      (b) The account debtor may assert against an assignee those claims and defenses that would have been available if the record included such a statement.

      5.  This section is subject to law other than this article which establishes a different rule for an account debtor who is a natural person and who incurred the obligation primarily for personal, family or household purposes.

      6.  Except as otherwise provided in subsection 4, this section does not displace law other than this article which gives effect to an agreement by an account debtor not to assert a claim or defense against an assignee.

      (Added to NRS by 1999, 323)

      NRS 104.9404  Rights acquired by assignee; claims and defenses against assignee.

      1.  Unless an account debtor has made an enforceable agreement not to assert defenses or claims, and subject to subsections 2 to 5, inclusive, the rights of an assignee are subject to:

      (a) All terms of the agreement between the account debtor and assignor and any defense or claim in recoupment arising from the transaction that gave rise to the contract; and

      (b) Any other defense or claim of the account debtor against the assignor which accrues before the account debtor receives a notification of the assignment authenticated by the assignor or the assignee.

      2.  Subject to subsection 3 and except as otherwise provided in subsection 4, the claim of an account debtor against an assignor may be asserted against an assignee under subsection 1 only to reduce the amount the account debtor owes.

      3.  This section is subject to law other than this article which establishes a different rule for an account debtor who is a natural person and who incurred the obligation primarily for personal, family or household purposes.

      4.  In a consumer transaction, if a record evidences the account debtor’s obligation, law other than this article requires that the record include a statement to the effect that the account debtor’s recovery against an assignee with respect to claims and defenses against the assignor may not exceed amounts paid by the account debtor under the record, and the record does not include such a statement, the extent to which a claim of an account debtor against the assignor may be asserted against an assignee is determined as if the record included such a statement.

      5.  This section does not apply to an assignment of a health-care-insurance receivable.

      (Added to NRS by 1999, 324)

      NRS 104.9405  Modification of or substitution for assigned contract.

      1.  A modification of or substitution for an assigned contract is effective against an assignee if made in good faith. The assignee acquires corresponding rights under the modified or substituted contract. The assignment may provide that the modification or substitution is a breach of contract by the assignor. This subsection is subject to subsections 2, 3 and 4.

      2.  Subsection 1 applies to the extent that:

      (a) The right to payment or a part thereof under an assigned contract has not been fully earned by performance; or

      (b) The right to payment or a part thereof has been fully earned by performance and the account debtor has not received notification of the assignment under subsection 1 of NRS 104.9406.

      3.  This section is subject to law other than this article which establishes a different rule for an account debtor who is a natural person and who incurred the obligation primarily for personal, family or household purposes.

      4.  This section does not apply to an assignment of a health-care-insurance receivable.

      (Added to NRS by 1999, 324)

      NRS 104.9406  Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles and promissory notes ineffective.

      1.  Subject to subsections 2 to 8, inclusive, an account debtor on an account, chattel paper or a payment intangible may discharge its obligation by paying the assignor until, but not after, the account debtor receives a notification, authenticated by the assignor or the assignee, that the amount due or to become due has been assigned and that payment is to be made to the assignee. After receipt of the notification, the account debtor may discharge its obligation by paying the assignee and may not discharge the obligation by paying the assignor.

      2.  Subject to subsection 8, notification is ineffective under subsection 1:

      (a) If it does not reasonably identify the rights assigned;

      (b) To the extent that an agreement between an account debtor and a seller of a payment intangible limits the account debtor’s duty to pay a person other than the seller and the limitation is effective under law other than this article; or

      (c) At the option of an account debtor, if the notification notifies the account debtor to make less than the full amount of any installment or other periodic payment to the assignee, even if:

             (1) Only a portion of the account, chattel paper or payment intangible has been assigned to that assignee;

             (2) A portion has been assigned to another assignee; or

             (3) The account debtor knows that the assignment to that assignee is limited.

      3.  Subject to subsection 8, if requested by the account debtor, an assignee shall seasonably furnish reasonable proof that the assignment has been made. Unless the assignee complies, the account debtor may discharge its obligation by paying the assignor, even if the account debtor has received a notification under subsection 1.

      4.  Except as otherwise provided in subsection 5 and NRS 104.9407 and 104A.2303, and subject to subsection 8, a term in an agreement between an account debtor and an assignor or in a promissory note is ineffective to the extent that it:

      (a) Prohibits, restricts or requires the consent of the account debtor or person obligated on the promissory note to the assignment or transfer of, or the creation, attachment, perfection or enforcement of a security interest in, the account, chattel paper, payment intangible or promissory note; or

      (b) Provides that the assignment or transfer, or the creation, attachment, perfection or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the account, chattel paper, payment intangible or promissory note.

      5.  Subsection 4 does not apply to the sale of a payment intangible or promissory note, other than a sale pursuant to a disposition under NRS 104.9610 or an acceptance of collateral under NRS 104.9620.

      6.  Subject to subsections 7 and 8, a rule of law, statute, or regulation, that prohibits, restricts, or requires the consent of a government, governmental body or official, or account debtor to the assignment or transfer of, or creation of a security interest in, an account or chattel paper is ineffective to the extent that the rule of law, statute or regulation:

      (a) Prohibits, restricts, or requires the consent of the government, governmental body or official, or account debtor to the assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, the account or chattel paper; or

      (b) Provides that the assignment or transfer, or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the account or chattel paper.

      7.  Subject to subsection 8, an account debtor may not waive or vary its option under paragraph (c) of subsection 2.

      8.  This section is subject to law other than this article which establishes a different rule for an account debtor who is a natural person and who incurred the obligation primarily for personal, family or household purposes.

      9.  This section does not apply to an assignment of a health-care-insurance receivable or to a transfer of a right to receive payments pursuant to NRS 42.030.

      (Added to NRS by 1999, 325; A 2001, 725; 2003, 1667; 2011, 622)

      NRS 104.9407  Restrictions on assignment, transfer, creation or enforcement of security interest in leasehold interest or in lessor’s residual interest.

      1.  Except as otherwise provided in subsection 2, a term in a lease agreement is ineffective to the extent that it:

      (a) Prohibits, restricts, or requires the consent of a party to the lease to the assignment or transfer, or the creation, attachment, perfection, or enforcement of a security interest in an interest of a party under the lease contract or in the lessor’s residual interest in the goods; or

      (b) Provides that the assignment or transfer, or the creation, attachment, perfection, or enforcement of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy under the lease.

      2.  Except as otherwise provided in subsection 7 of NRS 104A.2303, a term described in paragraph (b) of subsection 1 is effective to the extent that there is:

      (a) A transfer by the lessee of the lessee’s right of possession or use of the goods in violation of the term; or

      (b) A delegation of a material performance of either party to the lease contract in violation of the term.

      3.  The creation, attachment, perfection, or enforcement of a security interest in the lessor’s interest under the lease contract or the lessor’s residual interest in the goods is not a transfer that materially impairs the lessee’s prospect of obtaining return performance or materially changes the duty of or materially increases the burden or risk imposed on the lessee within the purview of subsection 4 of NRS 104A.2303 unless, and then only to the extent that, enforcement results in a delegation of a material performance of the lessor. Even in that event, the creation, attachment, perfection and enforcement of the security interest remain effective.

      (Added to NRS by 1999, 326; A 2001, 726)

      NRS 104.9408  Restrictions on assignment or transfer of promissory notes, health-care insurance receivables and certain general intangibles ineffective.

      1.  Except as otherwise provided in subsection 2, a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or a general intangible, including a contract, permit, license or franchise, and prohibits, restricts or requires the consent of the person obligated on the promissory note or the account debtor to, the assignment or transfer of, or creation, attachment, or perfection of a security interest in, the promissory note, health-care-insurance receivable or general intangible, is ineffective to the extent that the term:

      (a) Would impair the creation, attachment or perfection of a security interest; or

      (b) Provides that the assignment or transfer, or the creation, attachment or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy under the promissory note, health-care-insurance receivable or general intangible.

      2.  Subsection 1 applies to a security interest in a payment intangible or promissory note only if the security interest arises out of a sale of the payment intangible or promissory note, other than a sale pursuant to a disposition under NRS 104.9610 or an acceptance of collateral under NRS 104.9620.

      3.  A rule of law, statute, or regulation that prohibits, restricts, or requires the consent of a government, governmental body or official, person obligated on a promissory note, or account debtor to the assignment or transfer of, or creation of a security interest in, a promissory note, health-care-insurance receivable or general intangible, including a contract, permit, license or franchise between an account debtor and a debtor, is ineffective to the extent that the rule of law, statute or regulation:

      (a) Would impair the creation, attachment or perfection of a security interest; or

      (b) Provides that the assignment or transfer, or the creation, attachment or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy under the promissory note, health-care-insurance receivable or general intangible.

      4.  To the extent that a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or general intangible or a rule of law, statute, or regulation described in subsection 3 would be effective under law other than this article but is ineffective under subsection 1 or 3, the creation, attachment or perfection of a security interest in the promissory note, health-care-insurance receivable or general intangible:

      (a) Is not enforceable against the person obligated on the promissory note or the account debtor;

      (b) Does not impose a duty or obligation on the person obligated on the promissory note or the account debtor;

      (c) Does not require the person obligated on the promissory note or the account debtor to recognize the security interest, pay or render performance to the secured party or accept payment or performance from the secured party;

      (d) Does not entitle the secured party to use or assign the debtor’s rights under the promissory note, health-care-insurance receivable or general intangible, including any related information or materials furnished to the debtor in the transaction giving rise to the promissory note, health-care-insurance receivable or general intangible;

      (e) Does not entitle the secured party to use, assign, possess or have access to any trade secrets or confidential information of the person obligated on the promissory note or the account debtor; and

      (f) Does not entitle the secured party to enforce the security interest in the promissory note, health-care-insurance receivable or general intangible.

      (Added to NRS by 1999, 327; A 2001, 727; 2011, 623)

      NRS 104.9409  Restrictions on assignment of letter-of-credit rights ineffective.

      1.  A term in a letter of credit or a rule of law, statute, regulation, custom or practice applicable to the letter of credit which prohibits, restricts or requires the consent of an applicant, issuer, or nominated person to a beneficiary’s assignment of or creation of a security interest in a letter-of-credit right is ineffective to the extent that the term or rule of law, statute, regulation, custom or practice:

      (a) Would impair the creation, attachment or perfection of a security interest in the letter-of-credit right; or

      (b) Provides that the assignment or the creation, attachment or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or remedy under the letter-of-credit right.

      2.  To the extent that a term in a letter of credit is ineffective under subsection 1 but would be effective under law other than this article or a custom or practice applicable to the letter of credit, to the transfer of a right to draw or otherwise demand performance under the letter of credit, or to the assignment of a right to proceeds of the letter of credit, the creation, attachment or perfection of a security interest in the letter-of-credit right:

      (a) Is not enforceable against the applicant, issuer, nominated person or transferee beneficiary;

      (b) Imposes no duties or obligations on the applicant, issuer, nominated person or transferee beneficiary; and

      (c) Does not require the applicant, issuer, nominated person or transferee beneficiary to recognize the security interest, pay or render performance to the secured party or accept payment or other performance from the secured party.

      (Added to NRS by 1999, 328; A 2001, 728)

Part 5

Filing

      NRS 104.9501  Filing office.

      1.  Except as otherwise provided in subsection 2, if the law of this State governs perfection of a security interest or agricultural lien, the office in which to file a financing statement to perfect the security interest or agricultural lien is:

      (a) The office designated for the filing or recording of a mortgage on the real property, if:

             (1) The collateral is as-extracted collateral or timber to be cut; or

             (2) The financing statement is filed as a fixture filing and the collateral is goods that are or are to become fixtures; or

      (b) The Office of the Secretary of State in all other cases, including a case in which the collateral is goods that are or are to become fixtures and the financing statement is not filed as a fixture filing.

      2.  The office in which to file a financing statement to perfect a security interest in collateral, including fixtures, of a transmitting utility is the Office of the Secretary of State. The financing statement also constitutes a fixture filing as to the collateral indicated in the financing statement which is or is to become fixtures.

      (Added to NRS by 1999, 328; A 2007, 2447)

      NRS 104.9502  Contents of financing statement; record of mortgage as financing statement; time of filing financing statement.

      1.  Subject to subsection 2, a financing statement is sufficient only if it:

      (a) Provides the name of the debtor;

      (b) Provides the name of the secured party or a representative of the secured party; and

      (c) Indicates the collateral covered by the financing statement.

      2.  Except as otherwise provided in subsection 2 of NRS 104.9501, to be sufficient, a financing statement that covers as-extracted collateral or timber to be cut, or which is filed as a fixture filing and covers goods that are or are to become fixtures, must satisfy subsection 1 and also:

      (a) Indicate that it covers this type of collateral;

      (b) Indicate that it is to be filed for record in the real property records;

      (c) Provide a description of the real property to which the collateral is related sufficient to give constructive notice of the mortgage under the law of this State if the description were contained in a mortgage of the real property; and

      (d) If the debtor does not have an interest of record in the real property, provide the name of a record owner.

      3.  A record of a mortgage is effective, from the date of recording, as a financing statement filed as a fixture filing or as a financing statement covering as-extracted collateral or timber to be cut only if:

      (a) The record indicates the goods or accounts that it covers;

      (b) The goods are or are to become fixtures related to the real property described in the mortgage or the collateral is related to the real property described in the mortgage and is as-extracted collateral or timber to be cut;

      (c) The record satisfies the requirements for a financing statement in this section but:

             (1) The record need not indicate that it is to be filed in the real property records; and

             (2) The record sufficiently provides the name of a debtor who is a natural person if it provides the individual name of the debtor or the surname and first personal name of the debtor, even if the debtor is a natural person to whom paragraph (d) of subsection 1 of NRS 104.9503 applies; and

      (d) The mortgage is recorded.

      4.  A financing statement may be filed before a security agreement is made or a security interest otherwise attaches.

      (Added to NRS by 1999, 329; A 2011, 625)

      NRS 104.9503  Name of debtor and secured party provided in financing statement.

      1.  A financing statement sufficiently provides the name of the debtor:

      (a) Except as otherwise provided in paragraph (c), if the debtor is a registered organization or the collateral is held in a trust that is a registered organization, only if the financing statement provides the name that is stated to be the registered organization’s name on the public organic record most recently filed with or issued or enacted by the registered organization’s jurisdiction of organization which purports to state, amend or restate the registered organization’s name;

      (b) Subject to subsection 6, if the collateral is being administered by the personal representative of a decedent, only if the financing statement provides, as the name of the debtor, the name of the decedent and, in a separate part of the financing statement, indicates that the collateral is being administered by a personal representative;

      (c) If the collateral is held in a trust that is not a registered organization, only if the financing statement:

             (1) Provides, as the name of the debtor:

                   (I) If the organic record of the trust specifies a name for the trust, the name so specified; or

                   (II) If the organic record of the trust does not specify a name for the trust, the name of the settlor or testator; and

             (2) In a separate part of the financing statement:

                   (I) If the name is provided in accordance with sub-subparagraph (I) of subparagraph (1), indicates that the collateral is held in a trust; or

                   (II) If the name is provided in accordance with sub-subparagraph (II) of subparagraph (1), provides additional information sufficient to distinguish the trust from other trusts having one or more of the same settlors or the same testator and indicates that the collateral is held in a trust, unless the additional information so indicates;

      (d) Subject to subsection 7, if the debtor is a natural person to whom this State has issued a driver’s license that has not expired or to whom the agency of this State that issues drivers’ licenses has issued, in lieu of a driver’s license, a personal identification card that has not expired, only if the financing statement provides the name of the natural person which is indicated on the driver’s license or personal identification card;

      (e) If the debtor is a natural person to whom paragraph (d) does not apply, only if the financing statement provides the individual name of the debtor or the surname and first personal name of the debtor; and

      (f) In other cases:

             (1) If the debtor has a name, only if the financing statement provides the organizational name of the debtor; and

             (2) If the debtor does not have a name, only if the financing statement provides the names of the partners, members, associates or other persons comprising the debtor, in a manner that each name provided would be sufficient if the person named were the debtor.

      2.  A financing statement that provides the name of the debtor in accordance with subsection 1 is not rendered ineffective by the absence of:

      (a) A trade name or other name of the debtor; or

      (b) Unless required under subparagraph (2) of paragraph (f) of subsection 1, names of partners, members, associates or other persons comprising the debtor.

      3.  A financing statement that provides only the debtor’s trade name does not sufficiently provide the name of the debtor.

      4.  Failure to indicate the representative capacity of a secured party or representative of a secured party does not affect the sufficiency of a financing statement.

      5.  A financing statement may provide the name of more than one debtor and the name of more than one secured party.

      6.  The name of the decedent indicated on the order appointing the personal representative of the decedent issued by the court having jurisdiction over the collateral is sufficient as the “name of the decedent” under paragraph (b) of subsection 1.

      7.  If this State has issued to a natural person more than one driver’s license or, if none, more than one personal identification card, of a kind described in paragraph (d) of subsection 1, the driver’s license or personal identification card, as applicable, that was issued most recently is the one to which paragraph (d) of subsection 1 refers.

      8.  In this section, the “name of the settlor or testator” means:

      (a) If the settlor is a registered organization, the name that is stated to be the settlor’s name on the public organic record most recently filed with or issued or enacted by the registered settlor’s jurisdiction of organization which purports to state, amend or restate the settlor’s name; or

      (b) In other cases, the name of the settlor or testator indicated in the trust’s organic record.

      (Added to NRS by 1999, 329; A 2011, 625)

      NRS 104.9504  Indication of collateral in financing statement.  A financing statement sufficiently indicates the collateral that it covers if the financing statement provides:

      1.  A description of the collateral pursuant to NRS 104.9108; or

      2.  An indication that the financing statement covers all assets or all personal property.

      (Added to NRS by 1999, 330; A 2001, 729)

      NRS 104.9505  Filing of financing statement in compliance with other statutes and treaties for consignments, leases, other bailments and other transactions.

      1.  A consignor, lessor, or other bailor of goods, a licensor, or a buyer of a payment intangible or promissory note may file a financing statement, or may comply with a statute or treaty described in subsection 1 of NRS 104.9311, using the terms “consignor,” “consignee,” “lessor,” “lessee,” “bailor,” “bailee,” “licensor,” “licensee,” “owner,” “registered owner,” “buyer,” “seller” or words of similar import, instead of the terms “secured party” and “debtor.”

      2.  This part applies to the filing of a financing statement under subsection 1 and, as appropriate, to compliance that is equivalent to filing a financing statement under subsection 2 of NRS 104.9311, but the filing or compliance is not of itself a factor in determining whether the collateral secures an obligation. If it is determined for another reason that the collateral secures an obligation, a security interest held by the consignor, lessor, bailor, licensor, owner or buyer which attaches to the collateral is perfected by the filing or compliance.

      (Added to NRS by 1999, 330)

      NRS 104.9506  Effect of errors or omissions in financing statement.

      1.  A financing statement substantially satisfying the requirements of this part is effective, even if it has minor errors or omissions, unless the errors or omissions make the financing statement seriously misleading.

      2.  Except as otherwise provided in subsection 3, a financing statement that fails sufficiently to provide the name of the debtor in accordance with subsection 1 of NRS 104.9503 is seriously misleading.

      3.  If a search of the records of the filing office under the debtor’s correct name, using the filing office’s standard search logic, if any, would disclose a financing statement that fails sufficiently to provide the name of the debtor in accordance with subsection 1 of NRS 104.9503, the name provided does not make the financing statement seriously misleading.

      4.  For purposes of subsection 2 of NRS 104.9508, the “debtor’s correct name” in subsection 3 means the correct name of the new debtor.

      (Added to NRS by 1999, 331)

      NRS 104.9507  Effect of certain events on effectiveness of financing statement.

      1.  A filed financing statement remains effective with respect to collateral that is sold, exchanged, leased, licensed or otherwise disposed of and in which a security interest or agricultural lien continues, even if the secured party knows of or consents to the disposition.

      2.  Except as otherwise provided in subsection 3 and NRS 104.9508, a financing statement is not rendered ineffective if, after the financing statement is filed, the information provided in the financing statement becomes seriously misleading under NRS 104.9506.

      3.  If the name that a filed financing statement provides for a debtor becomes insufficient as the name of the debtor under subsection 1 of NRS 104.9503 so that the financing statement becomes seriously misleading under NRS 104.9506:

      (a) The financing statement is effective to perfect a security interest in collateral acquired by the debtor before, or within 4 months after, the filed financing statement becomes seriously misleading; and

      (b) The financing statement is not effective to perfect a security interest in collateral acquired by the debtor more than 4 months after the filed financing statement becomes seriously misleading, unless an amendment to the financing statement which renders the financing statement not seriously misleading is filed within 4 months after the financing statement became seriously misleading.

      (Added to NRS by 1999, 331; A 2011, 627)

      NRS 104.9508  Effectiveness of financing statement if new debtor becomes bound by security agreement.

      1.  Except as otherwise provided in this section, a filed financing statement naming an original debtor is effective to perfect a security interest in collateral in which a new debtor has or acquires rights to the extent that the financing statement would have been effective had the original debtor acquired rights in the collateral.

      2.  If the difference between the name of the original debtor and that of the new debtor causes a filed financing statement that is effective under subsection 1 to be seriously misleading under NRS 104.9506:

      (a) The financing statement is effective to perfect a security interest in collateral acquired by the new debtor before, and within 4 months after, the new debtor becomes bound under subsection 4 of NRS 104.9203; and

      (b) The financing statement is not effective to perfect a security interest in collateral acquired by the new debtor more than 4 months after the new debtor becomes bound under subsection 4 of NRS 104.9203 unless an initial financing statement providing the name of the new debtor is filed before the expiration of that time.

      3.  This section does not apply to collateral as to which a filed financing statement remains effective against the new debtor under subsection 1 of NRS 104.9507.

      (Added to NRS by 1999, 331)

      NRS 104.9509  Persons entitled to file record.

      1.  A person may file an initial financing statement, amendment that adds collateral covered by a financing statement or amendment that adds a debtor to a financing statement only if:

      (a) The debtor authorizes the filing in an authenticated record;

      (b) The person holds an agricultural lien that has become effective at the time of filing and the financing statement covers only collateral in which the person holds an agricultural lien; or

      (c) Otherwise authorized by subsection 2 or 3.

      2.  By authenticating or becoming bound as debtor by a security agreement, a debtor or new debtor authorizes the filing of an initial financing statement, and an amendment, covering:

      (a) The collateral described in the security agreement; and

      (b) Property that becomes collateral under paragraph (b) of subsection 1 of NRS 104.9315, whether or not the security agreement expressly covers proceeds.

      3.  A person may file an amendment other than an amendment that adds collateral covered by a financing statement or an amendment that adds a debtor to a financing statement only if:

      (a) The secured party of record authorizes the filing; or

      (b) The change is a termination statement for a financing statement as to which the secured party of record has failed to file or send a termination statement as required by subsection 1 or 3 of NRS 104.9513.

      4.  If there is more than one secured party of record for a financing statement, each secured party of record may authorize the filing of an amendment under subsection 3.

      (Added to NRS by 1999, 332; A 2001, 729)

      NRS 104.9510  Effectiveness of filed record.

      1.  Subject to subsection 3, a filed record is effective only to the extent that it was filed by a person that may file it under NRS 104.9509.

      2.  A record authorized by one secured party of record does not affect the financing statement with respect to another secured party of record.

      3.  If a person may file a termination statement only under paragraph (b) of subsection 3 of NRS 104.9509, the filed termination statement is effective only if the debtor authorizes the filing and the termination statement indicates that the debtor authorized it to be filed.

      4.  A continuation statement that is not filed within the 6-month period prescribed by subsection 4 of NRS 104.9515 is ineffective.

      (Added to NRS by 1999, 332)

      NRS 104.9511  Secured party of record.

      1.  A secured party of record with respect to a financing statement is a person whose name is provided as the name of the secured party or a representative of the secured party in an initial financing statement that has been filed. If an initial financing statement is filed under subsection 1 of NRS 104.9514, the assignee named in the initial financing statement is the secured party of record with respect to the financing statement.

      2.  If an amendment of a financing statement which provides the name of a person as a secured party or a representative of a secured party is filed, the person named in the amendment is a secured party of record. If an amendment is filed under subsection 2 of NRS 104.9514, the assignee named in the amendment is a secured party of record.

      3.  A person remains a secured party of record until the filing of an amendment of the financing statement which deletes the person.

      (Added to NRS by 1999, 332)

      NRS 104.9512  Amendment of financing statement.

      1.  Subject to NRS 104.9509, a person may add or delete collateral covered by, continue or terminate the effectiveness of, or, subject to subsection 5, otherwise amend the information provided in, a financing statement by filing an amendment that:

      (a) Identifies, by its file number, the initial financing statement to which the amendment relates; and

      (b) If the amendment relates to an initial financing statement filed or recorded in a filing office described in paragraph (a) of subsection 1 of NRS 104.9501, provides the date that the initial financing statement was filed or recorded and the information specified in subsection 2 of NRS 104.9502.

      2.  Except as otherwise provided in NRS 104.9515, the filing of an amendment does not extend the period of effectiveness of the financing statement.

      3.  A financing statement that is amended by an amendment that adds collateral is effective as to the added collateral only from the date of the filing of the amendment.

      4.  A financing statement that is amended by an amendment that adds a debtor is effective as to the added debtor only from the date of the filing of the amendment.

      5.  An amendment is ineffective to the extent it:

      (a) Purports to delete all debtors and fails to provide the name of a debtor to be covered by the financing statement; or

      (b) Purports to delete all secured parties of record and fails to provide the name of a new secured party of record.

      (Added to NRS by 1999, 333)

      NRS 104.9513  Termination statement.

      1.  A secured party shall cause the secured party of record for a financing statement to file a termination statement for the financing statement if the financing statement covers consumer goods and:

      (a) There is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation or otherwise give value; or

      (b) The debtor did not authorize the filing of the initial financing statement.

      2.  To comply with subsection 1, a secured party shall cause the secured party of record to file the termination statement:

      (a) Within 1 month after there is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation or otherwise give value; or

      (b) If earlier, within 20 days after the secured party receives an authenticated demand from a debtor.

      3.  In cases not governed by subsection 1, within 20 days after a secured party receives an authenticated demand from a debtor, the secured party shall cause the secured party of record for a financing statement to send to the debtor a termination statement for the financing statement or file the termination statement in the filing office if:

      (a) Except in the case of a financing statement covering accounts or chattel paper that has been sold or goods that are the subject of a consignment, there is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation or otherwise give value;

      (b) The financing statement covers accounts or chattel paper that has been sold but as to which the account debtor or other person obligated has discharged its obligation;

      (c) The financing statement covers goods that were the subject of a consignment to the debtor but are not in the debtor’s possession; or

      (d) The debtor did not authorize the filing of the initial financing statement.

      4.  Except as otherwise provided in NRS 104.9510, upon the filing of a termination statement with the filing office:

      (a) The financing statement to which the termination statement relates ceases to be effective.

      (b) For the purposes of subsection 7 of NRS 104.9519, subsection 1 of NRS 104.9522 and subsection 3 of NRS 104.9523, a financing statement that indicates that the debtor is a transmitting utility causes the effectiveness of the financing statement to lapse.

      (Added to NRS by 1999, 333; A 2001, 729)

      NRS 104.9514  Assignment of certain powers of secured party of record.

      1.  Except as otherwise provided in subsection 3, an initial financing statement may reflect an assignment of all of the secured party’s power to authorize an amendment to the financing statement by providing the name and mailing address of the assignee as the name and address of the secured party.

      2.  Except as otherwise provided in subsection 3, a secured party of record may assign of record all or part of its power to authorize an amendment to a financing statement by filing in the filing office an amendment of the financing statement which:

      (a) Identifies, by its file number, the initial financing statement to which it relates;

      (b) Provides the name of the assignor; and

      (c) Provides the name and mailing address of the assignee.

      3.  An assignment of record of a security interest in a fixture covered by a mortgage of real property which is effective as a fixture filing under NRS 104.9502 may be made only by an assignment of record of the mortgage in the manner provided by law of this State other than the Uniform Commercial Code.

      (Added to NRS by 1999, 334)

      NRS 104.9515  Duration and effectiveness of financing statement; effect of lapsed financing statement.

      1.  Except as otherwise provided in subsections 2, 5, 6 and 7, a filed financing statement is effective for a period of 5 years after the date of filing.

      2.  Except as otherwise provided in subsections 5, 6 and 7, an initial financing statement filed in connection with a public-finance transaction or manufactured-home transaction is effective for a period of 30 years after the date of filing if it indicates that it is filed in connection with a public-finance transaction or manufactured-home transaction.

      3.  The effectiveness of a filed financing statement lapses on the expiration of the period of its effectiveness unless before the lapse a continuation statement is filed pursuant to subsection 4. Upon lapse, a financing statement ceases to be effective and any security interest or agricultural lien that was perfected by the financing statement becomes unperfected, unless the security interest is perfected otherwise. If the security interest or agricultural lien becomes unperfected upon lapse, it is deemed never to have been perfected as against a purchaser of the collateral for value.

      4.  A continuation statement may be filed only within 6 months before the expiration of the 5-year period specified in subsection 1 or the 30-year period specified in subsection 2, whichever is applicable.

      5.  Except as otherwise provided in NRS 104.9510, upon timely filing of a continuation statement, the effectiveness of the initial financing statement continues for a period of 5 years commencing on the day on which the financing statement would have become ineffective in the absence of the filing. Upon the expiration of the 5-year period, the financing statement lapses in the same manner as provided in subsection 3, unless, before the lapse, another continuation statement is filed pursuant to subsection 4. Succeeding continuation statements may be filed in the same manner to continue the effectiveness of the initial financing statement.

      6.  If a debtor is a transmitting utility and a filed initial financing statement so indicates, the financing statement is effective until a termination statement is filed.

      7.  A real property mortgage that is effective as a fixture filing under subsection 3 of NRS 104.9502 remains effective as a fixture filing until the mortgage is released or satisfied of record or its effectiveness otherwise terminates as to the real property.

      (Added to NRS by 1999, 334; A 2011, 628)

      NRS 104.9516  What constitutes filing; effectiveness of filing.

      1.  Except as otherwise provided in subsection 2, communication of a record to a filing office and tender of the filing fee or acceptance of the record by the filing office constitutes filing.

      2.  Filing does not occur with respect to a record that a filing office refuses to accept because:

      (a) The record is not communicated by a method or medium of communication authorized by the filing office;

      (b) An amount equal to or greater than the applicable filing fee is not tendered;

      (c) The filing office is unable to index the record because:

             (1) In the case of an initial financing statement, the record does not provide a name for the debtor;

             (2) In the case of an amendment or information statement, the record:

                   (I) Does not identify the initial financing statement as required by NRS 104.9512 or 104.9518, as applicable; or

                   (II) Identifies an initial financing statement whose effectiveness has lapsed under NRS 104.9515;

             (3) In the case of an initial financing statement that provides the name of a debtor identified as a natural person or an amendment that provides a name of a debtor identified as a natural person which was not previously provided in the financing statement to which the record relates, the record does not identify the debtor’s surname; or

             (4) In the case of a record filed or recorded in the filing office described in paragraph (a) of subsection 1 of NRS 104.9501, the record does not provide a sufficient description of the real property to which it relates;

      (d) In the case of an initial financing statement or an amendment that adds a secured party of record, the record does not provide a name and mailing address for the secured party of record;

      (e) In the case of an initial financing statement or an amendment that provides a name of a debtor which was not previously provided in the financing statement to which the amendment relates, the record does not:

             (1) Provide a mailing address for the debtor; or

             (2) Indicate whether the name provided as the name of the debtor is the name of a natural person or an organization;

      (f) In the case of an assignment reflected in an initial financing statement under subsection 1 of NRS 104.9514 or an amendment filed under subsection 2 of that section, the record does not provide a name and mailing address for the assignee;

      (g) In the case of a continuation statement, the record is not filed within the 6-month period prescribed by subsection 4 of NRS 104.9515; or

      (h) The record lists a public official of a governmental unit as a debtor and the public official has not authorized the filing of the information in an authenticated record as required pursuant to NRS 104.9509.

      3.  For purposes of subsection 2:

      (a) A record does not provide information if the filing office is unable to read or decipher the information; and

      (b) A record that does not indicate that it is an amendment or identify an initial financing statement to which it relates, as required by NRS 104.9512, 104.9514 or 104.9518, is an initial financing statement.

      4.  A record that is communicated to the filing office with tender of the filing fee, but which the filing office refuses to accept for a reason other than one set forth in subsection 2, is effective as a filed record except as against a purchaser of the collateral which gives value in reasonable reliance upon the absence of the record from the files.

      (Added to NRS by 1999, 335; A 2003, 837; 2011, 628)

      NRS 104.9517  Effect of indexing errors.  The failure of the filing office to index a record correctly does not affect the effectiveness of the filed record.

      (Added to NRS by 1999, 336)

      NRS 104.9518  Claim concerning inaccurate record, wrongfully filed record or record filed by person not entitled to do so: Filing of information statement.

      1.  A person may file in the filing office an information statement with respect to a record indexed there under his or her name if the person believes that the record is inaccurate or was wrongfully filed.

      2.  An information statement under subsection 1 must:

      (a) Identify the record to which it relates by:

             (1) The file number assigned to the initial financing statement to which the record relates; and

             (2) If the information statement relates to a record filed or recorded in a filing office described in paragraph (a) of subsection 1 of NRS 104.9501, the date that the initial financing statement was filed or recorded and the information specified in subsection 2 of NRS 104.9502;

      (b) Indicate that it is an information statement; and

      (c) Provide the basis for the person’s belief that the record is inaccurate and indicate the manner in which the person believes the record should be amended to cure any inaccuracy or provide the basis for his or her belief that the record was wrongfully filed.

      3.  A person may file in the filing office an information statement with respect to a record filed there if the person is a secured party of record with respect to the financing statement to which the record relates and believes that the person that filed the record was not entitled to do so under subsection 3 of NRS 104.9509.

      4.  An information statement under subsection 3 must:

      (a) Identify the record to which it relates by:

             (1) The file number assigned to the initial financing statement to which the record relates; and

             (2) If the information statement relates to a record filed or recorded in a filing office described in paragraph (a) of subsection 1 of NRS 104.9501, the date that the initial financing statement was filed or recorded and the information specified in subsection 2 of NRS 104.9502;

      (b) Indicate that it is an information statement; and

      (c) Provide the basis for the person’s belief that the person that filed the record was not entitled to do so under subsection 3 of NRS 104.9509.

      5.  The filing of an information statement does not affect the effectiveness of an initial financing statement or other filed record.

      (Added to NRS by 1999, 336; A 2011, 629)

      NRS 104.9519  Numbering, maintaining and indexing records; communicating information provided in records.

      1.  For each record filed in a filing office, the filing office shall:

      (a) Assign a unique number to the filed record;

      (b) Create a record that bears the number assigned to the filed record and the date and time of filing;

      (c) Maintain the filed record for public inspection; and

      (d) Index the filed record in accordance with subsections 3, 4 and 5.

      2.  Except as otherwise provided in subsection 9, a file number assigned after January 1, 2002, may include a digit that:

      (a) Is mathematically derived from or related to the other digits of the file number; and

      (b) Enables the filing office to detect whether a number communicated as the file number includes a single-digit or transpositional error.

      3.  Except as otherwise provided in subsections 4 and 5, the filing office shall:

      (a) Index an initial financing statement according to the name of the debtor and index all filed records relating to the initial financing statement in a manner that associates with one another an initial financing statement and all filed records relating to the initial financing statement; and

      (b) Index a record that provides a name of a debtor which was not previously provided in the financing statement to which the record relates also according to the name that was not previously provided.