Okla. Stat. tit. 12A, § 12A-8-108

Warranties in Direct Holding.

(a) A person who transfers a certificated security to a

purchaser for value warrants to the purchaser, and an indorser, if

the transfer is by indorsement, warrants to any subsequent

purchaser, that:

(1) the certificate is genuine and has not been materially

altered;

(2) the transferor or indorser does not know of any fact

that might impair the validity of the security;

(3) there is no adverse claim to the security;

(4) the transfer does not violate any restriction on

transfer;

(5) if the transfer is by indorsement, the indorsement is

made by an appropriate person, or if the indorsement

is by an agent, the agent has actual authority to act

on behalf of the appropriate person; and

(6) the transfer is otherwise effective and rightful.

(b) A person who originates an instruction for registration of

transfer of an uncertificated security to a purchaser for value

warrants to the purchaser that:

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(1) 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;

(2) the security is valid;

(3) there is no adverse claim to the security; and

(4) at the time the instruction is presented to the

issuer:

(i) the purchaser will be entitled to the

registration of transfer;

(ii) the transfer will be registered by the issuer

free from all liens, security interests,

restrictions, and claims other than those

specified in the instruction;

(iii) the transfer will not violate any restriction on

transfer; and

(iv) the requested transfer will otherwise be

effective and rightful.

(c) 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:

(1) the uncertificated security is valid;

(2) there is no adverse claim to the security;

(3) the transfer does not violate any restriction on

transfer; and

(4) the transfer is otherwise effective and rightful.

(d) A person who indorses a security certificate warrants to

the issuer that:

(1) there is no adverse claim to the security; and

(2) the indorsement is effective.

(e) A person who originates an instruction for registration of

transfer of an uncertificated security warrants to the issuer that:

(1) the instruction is effective; and

(2) at the time the instruction is presented to the

issuer, the purchaser will be entitled to the

registration of transfer.

(f) A person who presents a certificated security for

registration of transfer or for payment or exchange warrants to the

issuer that the person 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 the person

has no knowledge of any unauthorized signature in a necessary

indorsement.

(g) If a person acts as 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

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from the principal or received by the agent from another person at

the direction of the principal, the person delivering the security

certificate warrants that the delivering person has authority to act

for the principal and does not know of any adverse claim to the

certificated security.

(h) 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 (g) of this section.
rtificate warrants that the delivering person has authority to act

for the principal and does not know of any adverse claim to the

certificated security.

(h) 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 (g) of this section.

(i) Except as otherwise provided in subsection (g) of this

section, a broker acting for a customer makes to the issuer and a

purchaser the warranties provided in subsections (a) through (f) of

this section. 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 (a) or (b) of this section, 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.