{"data":{"id":"us-ok/okla.-stat.-tit.-12a-12a-8-108","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 12A, § 12A-8-108","heading":"Warranties in Direct Holding","body":"Warranties in Direct Holding.\n\n(a) A person who transfers a certificated security to a\n\npurchaser for value warrants to the purchaser, and an indorser, if\n\nthe transfer is by indorsement, warrants to any subsequent\n\npurchaser, that:\n\n(1) the certificate is genuine and has not been materially\n\naltered;\n\n(2) the transferor or indorser does not know of any fact\n\nthat might impair the validity of the security;\n\n(3) there is no adverse claim to the security;\n\n(4) the transfer does not violate any restriction on\n\ntransfer;\n\n(5) if the transfer is by indorsement, the indorsement is\n\nmade by an appropriate person, or if the indorsement\n\nis by an agent, the agent has actual authority to act\n\non behalf of the appropriate person; and\n\n(6) the transfer is otherwise effective and rightful.\n\n(b) A person who originates an instruction for registration of\n\ntransfer of an uncertificated security to a purchaser for value\n\nwarrants to the purchaser that:\n\n(1) the instruction is made by an appropriate person, or\n\nif the instruction is by an agent, the agent has\n\nactual authority to act on behalf of the appropriate\n\nperson;\n\n(2) the security is valid;\n\n(3) there is no adverse claim to the security; and\n\n(4) at the time the instruction is presented to the\n\nissuer:\n\n(i) the purchaser will be entitled to the\n\nregistration of transfer;\n\n(ii) the transfer will be registered by the issuer\n\nfree from all liens, security interests,\n\nrestrictions, and claims other than those\n\nspecified in the instruction;\n\n(iii) the transfer will not violate any restriction on\n\ntransfer; and\n\n(iv) the requested transfer will otherwise be\n\neffective and rightful.\n\n(c) A person who transfers an uncertificated security to a\n\npurchaser for value and does not originate an instruction in\n\nconnection with the transfer warrants that:\n\n(1) the uncertificated security is valid;\n\n(2) there is no adverse claim to the security;\n\n(3) the transfer does not violate any restriction on\n\ntransfer; and\n\n(4) the transfer is otherwise effective and rightful.\n\n(d) A person who indorses a security certificate warrants to\n\nthe issuer that:\n\n(1) there is no adverse claim to the security; and\n\n(2) the indorsement is effective.\n\n(e) A person who originates an instruction for registration of\n\ntransfer of an uncertificated security warrants to the issuer that:\n\n(1) the instruction is effective; and\n\n(2) at the time the instruction is presented to the\n\nissuer, the purchaser will be entitled to the\n\nregistration of transfer.\n\n(f) A person who presents a certificated security for\n\nregistration of transfer or for payment or exchange warrants to the\n\nissuer that the person is entitled to the registration, payment, or\n\nexchange, but a purchaser for value and without notice of adverse\n\nclaims to whom transfer is registered warrants only that the person\n\nhas no knowledge of any unauthorized signature in a necessary\n\nindorsement.\n\n(g) If a person acts as agent of another in delivering a\n\ncertificated security to a purchaser, the identity of the principal\n\nwas known to the person to whom the certificate was delivered, and\n\nthe certificate delivered by the agent was received by the agent\n\nfrom the principal or received by the agent from another person at\n\nthe direction of the principal, the person delivering the security\n\ncertificate warrants that the delivering person has authority to act\n\nfor the principal and does not know of any adverse claim to the\n\ncertificated security.\n\n(h) A secured party who redelivers a security certificate\n\nreceived, or after payment and on order of the debtor delivers the\n\nsecurity certificate to another person, makes only the warranties of\n\nan agent under subsection (g) of this section.\nrtificate warrants that the delivering person has authority to act\n\nfor the principal and does not know of any adverse claim to the\n\ncertificated security.\n\n(h) A secured party who redelivers a security certificate\n\nreceived, or after payment and on order of the debtor delivers the\n\nsecurity certificate to another person, makes only the warranties of\n\nan agent under subsection (g) of this section.\n\n(i) Except as otherwise provided in subsection (g) of this\n\nsection, a broker acting for a customer makes to the issuer and a\n\npurchaser the warranties provided in subsections (a) through (f) of\n\nthis section. A broker that delivers a security certificate to its\n\ncustomer, or causes its customer to be registered as the owner of an\n\nuncertificated security, makes to the customer the warranties\n\nprovided in subsection (a) or (b) of this section, and has the\n\nrights and privileges of a purchaser under this section. The\n\nwarranties of and in favor of the broker acting as an agent are in\n\naddition to applicable warranties given by and in favor of the\n\ncustomer.","path":["OK Code","Title 12A"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os12A.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"fde3e432e239415ba6a87d3ac158242303cd95348fe4d5f7d30a9b1a2e62c5bb","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-12a-12a-8-107","next":"us-ok/okla.-stat.-tit.-12a-12a-8-109"},"notice":"GroundRules: Original legal text. Not legal advice."}