N.Y. UCC Law § 8-105

Section 8--105. Notice of Adverse Claim.\n (a) A person has notice of an adverse claim if:\n (1) the person knows of the adverse claim;\n (2) the person is aware of facts sufficient to indicate that\n there is a significant probability that the adverse claim\n exists and deliberately avoids information that would\n establish the existence of the adverse claim; or\n (3) the person has a duty, imposed by statute or regulation, to\n investigate whether an adverse claim exists, and the\n investigation so required would establish the existence of\n the adverse claim.\n (b) Having knowledge that a financial asset or interest therein is or\nhas been transferred by a representative imposes no duty of inquiry into\nthe rightfulness of a transaction and is not notice of an adverse claim.\nHowever, a person who knows that a representative has transferred a\nfinancial asset or interest therein in a transaction that is, or whose\nproceeds are being used, for the individual benefit of the\nrepresentative or otherwise in breach of duty has notice of an adverse\nclaim.\n (c) An act or event that creates a right to immediate performance of\nthe principal obligation represented by a security certificate or sets a\ndate on or after which the certificate is to be presented or surrendered\nfor redemption or exchange does not itself constitute notice of an\nadverse claim except in the case of a transfer more than:\n (1) one year after a date set for presentment or surrender for\n redemption or exchange; or\n (2) six months after a date set for payment of money against\n presentation or surrender of the certificate, if money was\n available for payment on that date.\n (d) A purchaser of a certificated security has notice of an adverse\nclaim if the security certificate:\n (1) whether in bearer or registered form, has been indorsed "for\n collection" or "for surrender" or for some other purpose not\n involving transfer; or\n (2) is in bearer form and has on it an unambiguous statement that\n it is the property of a person other than the transferor, but\n the mere writing of a name on the certificate is not such a\n statement.\n (e) Except as provided in section 9--516(e), filing of a financing\nstatement under Article 9 is not notice of an adverse claim to a\nfinancial asset.\n