6 Del. C. § 17-1101 — Delaware Code / Title 6 / Chapter 17 / Subchapter XI / Section 17-1101
§ Â
        17-1101. Construction and application of chapter and partnership agreement.
Status: in_force

(a) This chapter shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.

(b) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

(c) It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of partnership agreements.

(d) To the extent that, at law or in equity, a partner or other person has duties (including fiduciary duties) to a limited partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement, the partner’s or other person’s duties may be expanded or restricted or eliminated by provisions in the partnership agreement; provided that the partnership agreement may not eliminate the implied contractual covenant of good faith and fair dealing.

(e) Unless otherwise provided in a partnership agreement, a partner or other person shall not be liable to a limited partnership or to another partner or to another person that is a party to or is otherwise bound by a partnership agreement for breach of fiduciary duty for the partner’s or other person’s good faith reliance on the provisions of the partnership agreement.

(f) A partnership agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties (including fiduciary duties) of a partner or other person to a limited partnership or to another partner or to an other person that is a party to or is otherwise bound by a partnership agreement; provided, that a partnership agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.

(g) Sections 9-406 and 9-408 of this title do not apply to any interest in a limited partnership, including all rights, powers and interests arising under a partnership agreement or this chapter. This provision prevails over §§ 9-406 and 9-408 of this title.

(h) Action validly taken pursuant to 1 provision of this chapter shall not be deemed invalid solely because it is identical or similar in substance to an action that could have been taken pursuant to some other provision of this chapter but fails to satisfy 1 or more requirements prescribed by such other provision.

(i) A partnership agreement that provides for the application of Delaware law shall be governed by and construed under the laws of the State of Delaware in accordance with its terms.
6 Del. C. § 2-107 — Delaware Code / Title 6 / Article 2 / Part 1 / Section 2-107
§ Â
        2-107. Goods to be severed from realty; recording.
Status: in_force

(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.
6 Del. C. § 3-605 — Delaware Code / Title 6 / Article 3 / Part 6 / Section 3-605
§ Â
        3-605. Discharge of indorsers and accommodation parties.
Status: in_force

(a) In this section, the term “indorser” includes a drawer having the obligation described in Section 3-414(d).

(b) Discharge, under Section 3-604, of the obligation of a party to pay an instrument does not discharge the obligation of an indorser or accommodation party having a right of recourse against the discharged party.

(c) 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 indorser or accommodation party having a right of recourse against the party whose obligation is extended to the extent the indorser or accommodation party proves that the extension caused loss to the indorser or accommodation party with respect to the right of recourse.

(d) 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 indorser or accommodation party having a right of recourse against the person whose obligation is modified to the extent the modification causes loss to the indorser or accommodation party with respect to the right of recourse. The loss suffered by the indorser 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.

(e) 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 indorser 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 (i) 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 (ii) 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.

(f) 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 that party 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 (e), the party 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.

(g) Under subsection (e) or (f), impairing value of an interest in collateral includes (i) failure to obtain or maintain perfection or recordation of the interest in collateral, (ii) release of collateral without substitution of collateral of equal value, (iii) 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 (iv) failure to comply with applicable law in disposing of collateral.

(h) An accommodation party is not discharged under subsection (c), (d), or (e) unless the person entitled to enforce the instrument knows of the accommodation or has notice under Section 3-419(c) that the instrument was signed for accommodation.

(i) A party is not discharged under this section if (i) the party asserting discharge consents to the event or conduct that is the basis of the discharge, or (ii) 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.
6 Del. C. § 4610 — Delaware Code / Title 6 / Chapter 46 / Section 4610
§ Â
        4610. Administrative enforcement; preliminary matters.
Status: in_force

(a) Complaints and answers. — (1) a. 1. An aggrieved person, not later than 1 year after an alleged discriminatory housing practice has occurred or terminated, or not later than 1 year after such practice has been discovered or reasonably should have been discovered by the aggrieved person, may file a complaint with the Division alleging such discriminatory housing practice. The Division on its own initiative may also file such a complaint subject to the same time limitations.

2. Such complaints shall be in writing and shall contain such information and be in such form as the Division requires.

3. The Division may also investigate housing practices to determine whether a complaint should be brought under this chapter.

b. Upon the filing of such a complaint:

1. The Division shall serve notice upon the aggrieved person acknowledging such filing and advising the aggrieved person of the time limits and choice of forums provided under this chapter;

2. The Division shall, not later than 10 days after such filing or the identification of an additional respondent under paragraph (a)(2) of this section, serve on the respondent a notice identifying the alleged discriminatory housing practice and advising such respondent of the procedural rights and obligations of respondents under this chapter, together with a copy of the original complaint;

3. Each respondent may file, not later than 20 days after receipt of notice from the Division, an answer to such complaint; and

4. The Division shall make an investigation of the alleged discriminatory housing practice and complete such investigation within 100 days after the filing of the complaint unless it is impracticable to do so.

c. If the Division is unable to complete the investigation within 100 days after the filing of the complaint, the Division shall notify the complainant and respondent in writing of the reasons for not doing so.

d. Complaints and answers shall be verified under oath or affirmation, and may be reasonably and fairly amended at any time.

(2) a. A person who is not named as a respondent in a complaint, but who is identified as a respondent in the course of investigation, may be joined as an additional or substitute respondent to the same extent such person could be joined in a civil action in Superior Court and upon written notice, under paragraph (a)(1) of this section, to such person, from the Division.

b. Such notice, in addition to meeting the requirements of paragraph (a)(1) of this section, shall explain the basis for the Division’s belief that the person to whom the notice is addressed is properly joined as a respondent.

(b) Investigative report and conciliation. — (1) During the period beginning with the filing of such complaint and ending with the filing of a charge or a dismissal by the Division, the Division shall, to the extent feasible, engage in conciliation with respect to such complaint.

(2) A conciliation agreement arising out of such conciliation shall be an agreement between the respondent and the complainant, and shall be subject to approval by the Division.

(3) A conciliation agreement may provide binding arbitration of the dispute arising from the complaint. Any such arbitration that results from a conciliation agreement may award appropriate relief, including monetary relief.

(4) Each conciliation agreement shall be made public unless the complainant and respondent otherwise agree and the Division determines that disclosure is not required to further the purpose of this chapter.

(5) a. At the end of each investigation under this section, the Division shall prepare a final investigative report containing:

1. The names and dates of contacts with witnesses;

2. A summary and the dates of correspondence and other contacts with the aggrieved person and the respondent;

3. A summary description of other pertinent records;

4. A summary of witness statements;

5. Answers to interrogatories; and

6. Such other matters as the Division requires.

b. A final report under this paragraph may be amended if additional evidence is later discovered.

(c) Failure to comply with conciliation agreement. — Whenever the Division has reasonable cause to believe that a respondent has breached a conciliation agreement, the shall refer the matter to the Attorney General with a recommendation that a civil action be filed under § 4614 of this title for the enforcement of such agreement.

(d) Prohibitions and requirements with respect to disclosure of information. — (1) Nothing said or done for the purpose of promoting conciliation under this chapter may be made public or used as evidence in a subsequent proceeding under this chapter without the written consent of the persons whose words or actions are at issue.

(2) Notwithstanding paragraph (d)(1) of this section, the Division shall make available to the aggrieved person and the respondent, at any time, upon request following completion of the Division’s investigation, information derived from an investigation and any final investigative report relating to that investigation.

(e) Prompt judicial action. — (1) If the Division concludes at any time following the filing of a complaint that prompt judicial action is necessary to carry out the purposes of this chapter, the Division may authorize a civil action for appropriate temporary or preliminary relief pending final disposition of the complaint under this section. Upon receipt of such an authorization, the Attorney General, in the absence of any conflict of duty, shall commence and maintain such an action in the Court of Chancery on behalf of the Division in the name of the Division or the aggrieved person or persons. The commencement of a civil action under this subsection does not affect the initiation or continuation of administrative proceedings under this section or § 4612 of this title.

(2) If the Attorney General does not commence such an action, the Division shall employ special counsel to pursue such action in accordance with § 2507 of Title 29. Whenever an action under this subsection will be pursued by special counsel, such action shall be commenced promptly after the Division employs such counsel.

(3) Whenever the Division has reason to believe that a basis may exist for the commencement of proceedings against any respondent under § 4614(a) and (c) of this title or for proceedings by any governmental licensing or supervisory authorities, the Division shall transmit the information upon which such belief is based to the Attorney General, or to such authorities, as the case may be.

(f) Reasonable cause determination and effect. — (1) The Division shall, within 100 days after the filing of the complaint, determine, based on the facts, whether reasonable cause exists to believe that a discriminatory housing practice has occurred or is about to occur, unless it is impracticable to do so, or unless the Division has approved a conciliation agreement with respect to the complaint. If the Division is unable to make the determination within 100 days after the filing of the complaint the Division shall notify the complainant and respondent in writing of the reasons for not doing so.

(2) a. If the Division determines that reasonable cause exists to believe that a discriminatory housing practice has occurred or is about to occur, the Division shall, except as provided in paragraph (f)(2)c. of this section, immediately issue a charge on behalf of the aggrieved person, for further proceedings under § 4612 of this title.

b. Such charge:

1. Shall consist of a short and plain statement of the facts upon which the Division has found reasonable cause to believe that a discriminatory housing practice has occurred or is about to occur;

2. Shall be based on the final investigative report; and

3. Need not be limited to the facts or grounds alleged in the complaint filed under § 4610(a) of this title.

c. If the Division determines that the matter involves the legality of any state or local zoning or other land use law or ordinance, the Division shall immediately refer the matter to the Attorney General for appropriate action under § 4614 of this title, instead of issuing such charge.

(3) If the Division determines that no reasonable cause exists to believe that a discriminatory housing practice has occurred or is about to occur, the Division shall promptly dismiss the complaint. The Division shall make public disclosure of each such dismissal.

(4) The Division may not issue a charge under this section regarding an alleged discriminatory housing practice after the beginning of the trial of a civil action commenced by the aggrieved party under a state or federal law, seeking relief with respect to that discriminatory housing practice.

(g) Service of copies of charge. — After the Division issues a charge under this section, the Division shall cause a copy thereof, together with information as to how to make an election under § 4612(a) of this title and the effect of such an election, to be served:

(1) On each respondent named in such charge, together with a notice of opportunity for a hearing at a time and place specified in the notice, unless that election is made; and

(2) On each aggrieved person on whose behalf the complaint was filed.
6 Del. C. § 4-205 — Delaware Code / Title 6 / Article 4 / Part 2 / Section 4-205
§ Â
        4-205. Depositary bank holder of unindorsed item.
Status: in_force

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 indorses the item, and, if the bank satisfies the other requirements of Section 3-302, 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.
6 Del. C. § 2803 — Delaware Code / Title 6 / Chapter 28 / Subchapter I / Section 2803
§ Â
        2803. Operatorâs disclosure statement.
Status: in_force

(a) Every operator, salesperson or other person who is in the business of offering for sale or transfer the rights under existing membership camping resort contracts for a fee shall deliver to the purchaser a current operator’s disclosure statement before execution by the purchaser of the contract and no later than the date shown on such contract.

(b) The operator’s disclosure statement shall consist of the following:

(1) A cover page containing:

a. The words, “Membership Camping Operator’s Disclosure Statement,” printed in boldfaced type of a minimum size of 10 points, followed by,

b. The name and principal business address of the operator followed by,

c. A statement that the operator is in the business of offering for sale contracts, followed by,

d. The following in printed boldfaced type of a minimum size of 10 points:

THIS DISCLOSURE STATEMENT CONTAINS IMPORTANT MATTERS TO BE CONSIDERED IN THE EXECUTION OF A MEMBERSHIP CAMPING RESORT CONTRACT. THE MEMBERSHIP CAMPING RESORT OPERATOR IS REQUIRED BY LAW TO DELIVER TO YOU A COPY OF THIS DISCLOSURE STATEMENT BEFORE YOU EXECUTE A MEMBERSHIP CAMPING RESORT CONTRACT. THE STATEMENTS CONTAINED HEREIN ARE ONLY SUMMARY IN NATURE. YOU AS A PROSPECTIVE PURCHASER SHOULD REVIEW ALL REFERENCES, EXHIBITS, CONTRACT DOCUMENTS, AND SALES MATERIALS. YOU SHOULD NOT RELY UPON ANY ORAL REPRESENTATIONS AS BEING CORRECT. REFER TO THIS DOCUMENT AND TO THE ACCOMPANYING EXHIBITS FOR CORRECT REPRESENTATIONS. THE MEMBERSHIP CAMPING RESORT OPERATOR IS PROHIBITED FROM MAKING ANY REPRESENTATIONS WHICH CONFLICT WITH THOSE CONTAINED IN THE CONTRACT AND THIS DISCLOSURE STATEMENT.

e. The following language, printed in boldfaced type of a minimum size of 10 points after the appearance of the items required in paragraphs (b)(1)a. through d. of this section:

SHOULD YOU EXECUTE A MEMBERSHIP CAMPING RESORT CONTRACT, YOU HAVE THE UNQUALIFIED RIGHT TO CANCEL SUCH CONTRACT. THIS RIGHT OF CANCELLATION CANNOT BE WAIVED. THE RIGHT TO CANCEL EXPIRES AT MIDNIGHT ON THE 5th BUSINESS DAY FOLLOWING THE DATE ON WHICH THE CONTRACT WAS EXECUTED. TO CANCEL THE MEMBERSHIP CAMPING CONTRACT, YOU AS THE PURCHASER MUST MAIL NOTICE OF YOUR INTENT TO CANCEL BY CERTIFIED MAIL TO THE MEMBERSHIP CAMPING RESORT OPERATOR AT THE ADDRESS SHOWN IN THE MEMBERSHIP CAMPING RESORT CONTRACT, POSTAGE PREPAID. THE MEMBERSHIP CAMPING RESORT OPERATOR IS REQUIRED BY LAW TO RETURN ALL MONEYS PAID BY YOU IN CONNECTION WITH THE EXECUTING OF THE MEMBERSHIP CAMPING RESORT CONTRACT, UPON YOUR PROPER AND TIMELY CANCELLATION OF THE CONTRACT.

(2) The following information is required after all disclosure statements required in paragraphs (b)(1)a. through e. of this section:

a. The name of the operator and the address of the principal place of business;

b. A brief description of the nature of the purchaser’s right or license to use the campground resort and the facilities which are to be available for use by purchasers;

c. The location of each of the campground resorts which is to be available for use by purchasers and a brief description of the facilities at each campground resort which are currently available for use by purchasers. Facilities which are planned, incomplete, or not yet available for use shall be clearly identified as incomplete or unavailable. A brief description of any facilities that are or will be available to nonpurchasers shall also be provided;

d. As to all memberships offered by the operator at each campground resort:

1. The form of membership offered;

2. The types and duration of memberships along with a summary of the major privileges, restrictions and limitations applicable to each type; and

3. Provisions, if any, that have been made for public utilities at each campsite including water, electricity, telephone and sewer facilities;

e. Any initial or special fee due from the purchaser together with a description of the purpose and method of calculating the fee;

f. A description of any liens, defects or encumbrances affecting the campground resort;

g. A general description of any financing offered or available through the operator;

h. A statement that the purchaser has until midnight of the fifth business day following the signing of the membership campground resort contract to cancel the contract by proper notice to the membership camping resort operator;

i. A description of the insurance coverage that the operator provides for the benefit of purchasers, if any;

j. Any fees or charges that purchasers are or may be required to pay for the use of the campground resort or any facilities;

k. The extent to which financial arrangements, if any, have been provided for the completion of facilities together with a statement of the operator’s obligation to complete planned facilities. The statement shall include a description of any restrictions or limitations on the operator’s obligation to begin or to complete such facilities;

l. The name of the managing entity, if there is one, and the significant terms of any management contract, including, but not limited to, the circumstances under which the operator may terminate the management contract;

m. Any services which the operator currently provides or expenses the operator pays which are expected to become the responsibility of the purchasers, including the projected liability which each such service or expense may impose on each purchaser;

n. A brief description of the ownership in or other right to use the campground resort which is to be transferred to each purchaser, together with the duration of any lease, license, franchise or reciprocal agreement entitling the operator or the purchasers to use the campground resort, and any provision in any such agreements which restrict or limit a purchaser’s use of the campground resort;

o. A summary or copy, whether by way of supplement or otherwise, of the rules, restrictions or covenant regulating the purchaser’s use of the campground resort and the facilities which are to be available for use by the purchasers, including a statement of whether and how the rules, restrictions, or covenants may be changed;

p. A description of any restraints on the transfer of the membership camping resort contract;

q. A brief description of the policies covering the availability of camping sites, the availability of reservations and the conditions under which they are made;

r. A statement of whether the operator has the right to withdraw permanently from use all or any portion of any campground resort devoted to membership camping and, if so, the conditions under which such withdrawal is to be permitted; and

s. A statement describing the material terms and conditions of any reciprocal program to be available to the purchaser including a statement concerning whether the purchaser’s participation in any reciprocal program is dependent upon the continued affiliation of the operator with that reciprocal program and whether the operator reserves the right to terminate such affiliation.

(c) The operator shall promptly amend the operator’s disclosure statements to reflect any material change in the campground resorts or its facilities.
6 Del. C. § 2-315 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-315
§ Â
        2-315. Implied warranty; fitness for particular purpose.
Status: in_force

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.
6 Del. C. § 2009 — Delaware Code / Title 6 / Chapter 20 / Section 2009
§ Â
        2009. Short title.
Status: in_force

This chapter may be cited as the “Uniform Trade Secrets Act.”
6 Del. C. § 4344 — Delaware Code / Title 6 / Chapter 43 / Subchapter X / Section 4344
§ Â
        4344. Award of reasonable attorneyâs fees and court costs to prevailing party.
Status: in_force

A contract or installment account may provide for the payment of reasonable attorney’s fees and actual court costs if it is referred to an attorney for collection. Reasonable attorney’s fees and costs shall be awarded to the prevailing party in any action on a contract or installment account subject to the provisions of this chapter regardless of whether such action is instituted by the seller, holder, or buyer. Where the defendant alleges in an answer that the defendant tendered to the plaintiff the full amount to which the plaintiff was entitled, and thereupon deposits in court, for the plaintiff, the amount so tendered, and the allegation is found to be true, then the defendant is deemed to be a prevailing party within the meaning of this section.
6 Del. C. § 11-104 — Delaware Code / Title 6 / Article 11 / Section 11-104
§ Â
        11-104. Transition provision on change of requirement of filing.
Status: in_force

A security interest for the perfection of which filing or the taking of possession was required under the Prior Uniform Commercial Code and which attached prior to the effective date of this Act but was not perfected shall be deemed perfected on the effective date of this Act if the Revised Uniform Commercial Code permits perfection without filing or authorizes filing in the office or offices where a prior ineffective filing was made, provided all steps required for perfection under the Revised Uniform Commercial Code have been taken.
6 Del. C. § 2504B — Delaware Code / Title 6 / Chapter 25B / Section 2504B
§ Â
        2504B. Unlawful practices.
Status: in_force

Section 2513(b)(2) of this title notwithstanding, in connection with any door-to-door sale of a residential water treatment system, it is an unlawful practice within the meaning of § 2513 of this title for any seller to:

(1) Fail to display on the person of each salesperson upon each visit to the home of a buyer an identification badge which conspicuously discloses the name and business address of the seller and the salesperson.

(2) Fail to furnish each buyer a business card or other writing that conspicuously discloses the name, address and telephone number of the seller and the salesperson.

(3) Perform or display during a visit to the home of a buyer a precipitation test or heavy metals test. A seller may perform an in-home aesthetic test and furnish to the buyer a document that conspicuously discloses the test results and that the aesthetic test is related to matters of personal taste and is not related to health. All health-related tests must be performed by a certified laboratory. Notwithstanding the preceding sentence, a seller may perform an in-home test of a water sample for nitrates, provided that if the buyer’s home is served by public water supplied by a municipal, utility or other community system, the seller also obtains at the seller’s cost a test for nitrates from a certified laboratory prior to completion of a sale and installation of a residential water treatment system.

(4) Fail to furnish to the buyer a copy of any report from a certified laboratory that pertains to a buyer’s home.
6 Del. C. § 9-505 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-505
§ Â
        9-505. Filing and compliance with other statutes and treaties for consignments, leases, other bailments, and other transactions.
Status: in_force

(a) Use of terms other than “debtor” and “secured party.” — 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 Section 9-311(a), 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”.

(b) Effect of financing statement under subsection (a). — This part applies to the filing of a financing statement under subsection (a) and, as appropriate, to compliance that is equivalent to filing a financing statement under Section 9-311(b), 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.
6 Del. C. § 8-209 — Delaware Code / Title 6 / Article 8 / Part 2 / Section 8-209
§ Â
        8-209. Issuerâs lien.
Status: in_force

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.
6 Del. C. § 7-206 — Delaware Code / Title 6 / Article 7 / Part 2 / Section 7-206
§ Â
        7-206. Termination of storage at warehouseâs option.
Status: in_force

(a) 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 § 7-210.

(b) 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 (a) and § 7-210, the warehouse may specify in the notice given under subsection (a) 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 one week after a single advertisement or posting.

(c) 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.

(d) 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.

(e) 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 which the warehouse would have been bound to deliver the goods.
6 Del. C. § 18-211 — Delaware Code / Title 6 / Chapter 18 / Subchapter II / Section 18-211
§ Â
        18-211. Certificate of correction.
Status: in_force

(a) Whenever any certificate authorized to be filed with the office of the Secretary of State under any provision of this chapter has been so filed and is an inaccurate record of the action therein referred to, or was defectively or erroneously executed, such certificate may be corrected or nullified by filing with the office of the Secretary of State a certificate of correction of such certificate. If the certificate is to be corrected, the certificate of correction shall specify the inaccuracy or defect to be corrected, shall set forth the portion of the certificate in corrected form, and shall be executed and filed as required by this chapter. If the certificate is to be nullified, the certificate of correction shall specify the inaccuracy or defect with respect to the certificate, shall provide for the nullification of the certificate, and shall be executed and filed as required by this chapter. The certificate of correction shall be effective as of the date the original certificate was filed, except as to those persons who are substantially and adversely affected by the correction or nullification, and as to those persons the certificate of correction shall be effective from the filing date.

(b) In lieu of filing a certificate of correction, a certificate may be corrected by filing with the Secretary of State a corrected certificate which shall be executed and filed as if the corrected certificate were the certificate being corrected, and a fee equal to the fee payable to the Secretary of State for a certificate of correction as prescribed by § 18-1105 of this title shall be paid and collected by the Secretary of State for the use of the State of Delaware in connection with the filing of the corrected certificate. The corrected certificate shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected and shall set forth the entire certificate in corrected form. A certificate corrected in accordance with this section shall be effective as of the date the original certificate was filed, except as to those persons who are substantially and adversely affected by the correction and as to those persons the certificate as corrected shall be effective from the filing date.
6 Del. C. § 4341 — Delaware Code / Title 6 / Chapter 43 / Subchapter IX / Section 4341
§ Â
        4341. Security interest of seller in goods.
Status: in_force

Nothing in this subchapter prohibits the execution of an agreement between a buyer and seller whereby the seller retains a security interest in goods sold to the buyer until full payment therefor has been made. Section 4328 of this title shall apply to goods sold under such an agreement.
6 Del. C. § 2-309 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-309
§ Â
        2-309. Absence of specific time provisions; notice of termination.
Status: in_force

(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.
6 Del. C. § 2-705 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-705
§ Â
        2-705. Sellerâs stoppage of delivery in transit or otherwise.
Status: in_force

(1) The seller may stop delivery of goods in the possession of a carrier or other bailee when he or she discovers the buyer to be insolvent (Section 2-702) 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) (a) To stop delivery the seller must so notify as to enable the bailee by reasonable diligence to prevent delivery of the goods.

(b) 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.

(c) If a negotiable document of title has been issued for goods the bailee is not obliged to obey a notification to stop until surrender of possession or control of the document.

(d) A carrier who has issued a non-negotiable bill of lading is not obliged to obey a notification to stop received from a person other than the consignor.
6 Del. C. § 2-718 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-718
§ Â
        2-718. Liquidation or limitation of damages; deposits.
Status: in_force

(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, twenty per cent 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, his or her resale is subject to the conditions laid down in this Article on resale by an aggrieved seller (Section 2-706).
6 Del. C. § 2A-204 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-204
§ Â
        2A-204. Formation in general.
Status: in_force

(1) A lease contract may be made in any manner sufficient to show agreement, including conduct by both parties which recognizes the existence of a lease contract.

(2) An agreement sufficient to constitute a lease contract may be found although the moment of its making is undetermined.

(3) Although 1 or more terms are left open, a lease contract does not fail for indefiniteness if the parties have intended to make a lease contract and there is a reasonably certain basis for giving an appropriate remedy.
6 Del. C. § 1301 — Delaware Code / Title 6 / Chapter 13 / Section 1301
§ Â
        1301. Definitions.
Status: in_force

As used in this chapter:

(1) “Affiliate” means:

a. A person who directly or indirectly owns, controls or holds with power to vote, 20 percent or more of the outstanding voting securities of the debtor, other than a person who holds the securities:

1. As a fiduciary or agent without sole discretionary power to vote the securities; or

2. Solely to secure a debt, if the person has not exercised the power to vote;

b. A corporation, 20 percent or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the debtor or a person who directly or indirectly owns, controls or holds with power to vote 20 percent or more of the outstanding voting securities of the debtor, other than a person who holds the securities:

1. As a fiduciary or agent without sole power to vote the securities; or

2. Solely to secure a debt, if the person has not in fact exercised the power to vote;

c. A person whose business is operated by the debtor under a lease or other agreement or a person substantially all of whose assets are controlled by the debtor; or

d. A person who operates the debtor’s business under a lease or other agreement or controls substantially all of the debtor’s assets.

(2) “Asset” means property of a debtor, but the term does not include:

a. Property to the extent it is encumbered by a valid lien;

b. Property to the extent it is generally exempt under nonbankruptcy law; or

c. An interest in property held in tenancy by the entireties to the extent it is not subject to process by a creditor holding a claim against only 1 tenant.

(3) “Claim” means a right to payment, whether or not the right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured.

(4) “Creditor” means a person who has a claim.

(5) “Debt” means liability on a claim.

(6) “Debtor” means a person who is liable on a claim.

(7) “Insider” includes:

a. If the debtor is an individual:

1. A relative of the debtor or of a general partner of the debtor;

2. A partnership in which the debtor is a general partner;

3. A general partner in a partnership described in paragraph (7)a.2. of this section; or

4. A corporation of which the debtor is a director, officer or person in control;

b. If the debtor is a corporation:

1. A director of the debtor;

2. An officer of the debtor;

3. A person in control of the debtor;

4. A partnership in which the debtor is a general partner;

5. A general partner in a partnership described in paragraph (7)a.2. of this section; or

6. A relative of a general partner, director, officer or person in control of the debtor;

c. If the debtor is a partnership:

1. A general partner in the debtor;

2. A relative of a general partner in, or a general partner of, or a person in control of the debtor;

3. Another partnership in which the debtor is a general partner;

4. A general partner in a partnership described in paragraph (7)c.3. of this section; or

5. A person in control of the debtor;

d. An affiliate or an insider of an affiliate as if the affiliate were the debtor; and

e. A managing agent of the debtor.

(8) “Lien” means a charge against or an interest in property to secure payment of a debt or performance of an obligation, and includes a security interest created by agreement, a judicial lien obtained by legal or equitable process or proceedings, a common-law lien or a statutory lien.

(9) “Person” means an individual, partnership, corporation, association, organization, government or governmental subdivision or agency, statutory trust, business trust, estate, trust or any other legal or commercial entity.

(10) “Property” means anything that may be the subject of ownership.

(11) “Relative” means an individual related by consanguinity within the 3rd degree as determined by the common law, a spouse, or an individual related to a spouse within the 3rd degree as so determined, and includes an individual in an adoptive relationship within the third degree.

(12) “Transfer” means every mode, direct or indirect, absolute or conditional, voluntary or involuntary, of disposing of or parting with an asset or an interest in an asset, and includes payment of money, release, lease and creation of a lien or other encumbrance but excludes, without limitation, any disposition of or parting with property or an interest in property described in paragraph (2) of this section.

(13) “Valid lien” means a lien that is effective against the holder of a judicial lien subsequently obtained by legal or equitable process or proceedings.
6 Del. C. § 3310 — Delaware Code / Title 6 / Chapter 33 / Section 3310
§ Â
        3310. Classification.
Status: in_force

Classification shall be as that which is enforced at the time of application under the classification system used by the United States Patent Office.
6 Del. C. § 18-803 — Delaware Code / Title 6 / Chapter 18 / Subchapter VIII / Section 18-803
§ Â
        18-803. Winding up.
Status: in_force

(a) Unless otherwise provided in a limited liability company agreement, a manager who has not wrongfully dissolved a limited liability company or, if none, the members or a person approved by the members, in either case, by members who own more than 50 percent of the then current percentage or other interest in the profits of the limited liability company owned by all of the members, may wind up the limited liability company’s affairs; but the Court of Chancery, upon cause shown, may wind up the limited liability company’s affairs upon application of any member or manager, or the member’s personal representative or assignee, and in connection therewith, may appoint a liquidating trustee. Unless otherwise provided in a limited liability company agreement, a limited liability company whose original certificate of formation was filed with the Secretary of State and effective on or prior to July 31, 2015, shall continue to be governed by this subsection as in effect on July 31, 2015.

(b) Upon dissolution of a limited liability company and until the filing of a certificate of cancellation as provided in § 18-203 of this title, the persons winding up the limited liability company’s affairs may, in the name of, and for and on behalf of, the limited liability company, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the limited liability company’s business, dispose of and convey the limited liability company’s property, discharge or make reasonable provision for the limited liability company’s liabilities, and distribute to the members any remaining assets of the limited liability company, all without affecting the liability of members and managers and without imposing liability on a liquidating trustee.
6 Del. C. § 17-305 — Delaware Code / Title 6 / Chapter 17 / Subchapter III / Section 17-305
§ Â
        17-305. Access to and confidentiality of information; records.
Status: in_force

(a) Each limited partner, in person or by attorney or other agent, has the right, subject to such reasonable standards (including standards governing what information (including books, records and other documents) is to be furnished, at what time and location and at whose expense) as may be set forth in the partnership agreement or otherwise established by the general partners, to obtain from the general partners from time to time upon reasonable demand for any purpose reasonably related to the limited partner’s interest as a limited partner:

(1) True and full information regarding the status of the business and financial condition of the limited partnership;

(2) Promptly after becoming available, a copy of the limited partnership’s federal, state and local income tax returns for each year;

(3) A current list of the name and last known business, residence or mailing address of each partner;

(4) A copy of any written partnership agreement and certificate of limited partnership and all amendments thereto, together with executed copies of any written powers of attorney pursuant to which the partnership agreement and any certificate and all amendments thereto have been executed;

(5) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each partner and which each partner has agreed to contribute in the future, and the date on which each became a partner; and

(6) Other information regarding the affairs of the limited partnership as is just and reasonable.

(b) A general partner shall have the right to keep confidential from limited partners for such period of time as the general partner deems reasonable, any information which the general partner reasonably believes to be in the nature of trade secrets or other information the disclosure of which the general partner in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its business or which the limited partnership is required by law or by agreement with a third party to keep confidential.

(c) A limited partnership may maintain its books, records and other documents in other than paper form, including on, by means of, or in the form of any information storage device, method, or 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases), if such form is capable of conversion into paper form within a reasonable time.

(d) Any demand under this section shall be in writing and shall state the purpose of such demand. In every instance where an attorney or other agent shall be the person who seeks the right to obtain the information described in subsection (a) of this section, the demand shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the limited partner.

(e) Any action to enforce any right arising under this section shall be brought in the Court of Chancery. If a general partner refuses to permit a limited partner, or attorney or other agent acting for the limited partner, to obtain from the general partner the information described in subsection (a) of this section or does not reply to the demand that has been made within 5 business days (or such shorter or longer period of time as is provided for in a partnership agreement but not longer than 30 business days) after the demand has been made, the limited partner may apply to the Court of Chancery for an order to compel such disclosure. The Court of Chancery is hereby vested with exclusive jurisdiction to determine whether or not the person seeking such information is entitled to the information sought. The Court of Chancery may summarily order the general partner to permit the limited partner to obtain the information described in subsection (a) of this section and to make copies or abstracts therefrom, or the Court of Chancery may summarily order the general partner to furnish to the limited partner the information described in subsection (a) of this section on the condition that the limited partner first pay to the limited partnership the reasonable cost of obtaining and furnishing such information and on such other conditions as the Court of Chancery deems appropriate. When a limited partner seeks to obtain the information described in subsection (a) of this section, the limited partner shall first establish: (1) that the limited partner has complied with the provisions of this section respecting the form and manner of making demand for obtaining such information, and (2) that the information the limited partner seeks is reasonably related to the limited partner’s interest as a limited partner. The Court of Chancery may, in its discretion, prescribe any limitations or conditions with reference to the obtaining of information, or award such other or further relief as the Court of Chancery may deem just and proper. The Court of Chancery may order books, records and other documents, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within the State of Delaware and kept in the State of Delaware upon such terms and conditions as the order may prescribe.

(f) If a limited partner is entitled to obtain information under this chapter or a partnership agreement for a purpose reasonably related to the limited partner’s interest as a limited partner or other stated purpose, the limited partner’s right shall be to obtain such information as is necessary and essential to achieving that purpose. The rights of a limited partner to obtain information as provided in this section may be expanded or restricted in an original partnership agreement or in any subsequent amendment approved or adopted by all of the partners or in compliance with any applicable requirements of the partnership agreement. The provisions of this subsection shall not be construed to limit the ability to expand or restrict the rights of a limited partner to obtain information by any other means permitted by law.

(g) A limited partnership shall maintain a current record that identifies the name and last known business, residence, or mailing address of each partner.
6 Del. C. § 2505A — Delaware Code / Title 6 / Chapter 25A / Section 2505A
§ Â
        2505A. Exempt practices.
Status: in_force

This chapter shall not apply to the following business practices by a seller, telemarketer or a telemarketing business except as otherwise provided in this section:

(1) Solicitations in which the sale of merchandise is not completed and payment or authorization for payment is not required until after a face-to-face sales presentation to the customer by the telemarketer, seller, or telemarketing business or its representatives.

(2) Communications by telephone or other forms of media initiated by a customer that are not the result of any solicitation by the telemarketer, seller or telemarketing business.

(3) Solicitations, telemarketing or the use of telephone equipment in connection with any sale of goods or services by a business supplier to a business or between businesses.

(4) Use of telephones or telemarketing by or on behalf of a charitable/fraternal organization in connection with charitable/fraternal solicitations as those terms are defined in § 2593 of this title; provided, however, that a corporation claiming exemption pursuant to § 2593(1)c. of this title must also satisfy the requirements of § 2503A(e) of this title.

(5) Use of telephones or telemarketing for fundraising and other noncommercial purposes by religious, charitable, political, educational, labor and social organizations or entities not otherwise regulated by §§ 2591 through 2597 of this title.

(6) Use of telephones or telemarketing by or on behalf of a licensed insurance broker, agent, customer representative or solicitor when making solicitations is within the scope of the person’s license. For this purpose, a “licensed” person is one who or that is authorized by the Insurance Commissioner to conduct business within the State pursuant to Title 18.

(7) Use of telephones or telemarketing by or on behalf of a person lawfully registered with the Delaware Securities Commissioner pursuant to § 73-301 of this title and acting within the scope of the person’s registration as a broker-dealer, investment advisor or agent.

(8) Use of telephones or telemarketing by or on behalf of a supervised financial institution or parent, subsidiary or affiliate thereof. For purposes of this exemption, “supervised financial institution” shall mean any bank, trust company, savings bank, credit card institution, building and loan association, building and industrial development corporation, licensed mortgage loan broker, licensed lender, licensed check seller or money transmitter, licensed cashier of checks, licensed motor vehicle sales finance company, licensed transporter of money and valuables, licensed preneed burial contractor, credit union, industrial loan company, or other institution engaged in a business similar to any of the foregoing; provided, however, that such institution is subject to supervision and regulation by the Delaware State Banking Commission or any official or agency of any state or of the United States. For purposes of this exemption, “subsidiary” and “affiliate” shall have the meanings specified in § 101 of Title 5.

(9) Soliciting sales through the distribution of a catalog which:

a. Contains a written description, picture or illustration and price of each item of merchandise offered for sale;

b. Includes the business address of the company;

c. Is distributed in more than 1 state;

d. Includes at least 10 pages of written material or illustration;

e. Is issued not less frequently than once a year;

f. Has an annual circulation of not less than 100,000 consumers; and

g. The company’s use of telephones is solely for the receipt of calls initiated by customers in response to the catalog and during those calls the person representing the company takes orders for merchandise only without further solicitation. For this purpose, “further solicitation” does not include providing the customer with information about or attempting to sell any other item included in the same catalog that prompted the customer’s call or in a substantially similar catalog.

(10) The sale of goods or services for which the terms and conditions of offering or sale are subject to regulations by the Public Service Commission or the Federal Communications Commission, such sales being governed by the provisions of applicable rate sheets, tariffs or rules of those Commissions.
6 Del. C. § 2-707 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-707
§ Â
        2-707. âPerson in the position of a seller.â
Status: in_force

(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 (Section 2-705) and resell (Section 2-706) and recover incidental damages (Section 2-710).
6 Del. C. § 17-701 — Delaware Code / Title 6 / Chapter 17 / Subchapter VII / Section 17-701
§ Â
        17-701. Nature of partnership interest.
Status: in_force

A partnership interest is personal property. A partner has no interest in specific limited partnership property.
6 Del. C. § 3-118 — Delaware Code / Title 6 / Article 3 / Part 1 / Section 3-118
§ Â
        3-118. Statute of limitations.
Status: in_force

(a) Except as provided in subsection (e), an action to enforce the obligation of a party to pay a note payable at a definite time must be commenced within six years after the due date or dates stated in the note or, if a due date is accelerated, within six years after the accelerated due date.

(b) Except as provided in subsection (d) or (e), 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 six 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.

(c) Except as provided in subsection (d), an action to enforce the obligation of a party to an unaccepted draft to pay the draft must be commenced within three years after dishonor of the draft or 10 years after the date of the draft, whichever period expires first.

(d) 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 three years after demand for payment is made to the acceptor or issuer, as the case may be.

(e) An action to enforce the obligation of a party to a certificate of deposit to pay the instrument must be commenced within six 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 six-year period begins when a demand for payment is in effect and the due date has passed.

(f) An action to enforce the obligation of a party to pay an accepted draft, other than a certified check, must be commenced (i) within six 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 (ii) within six years after the date of the acceptance if the obligation of the acceptor is payable on demand.

(g) Unless governed by other law regarding claims for indemnity or contribution, an action (i) for conversion of an instrument, for money had and received, or like action based on conversion, (ii) for breach of warranty, or (iii) to enforce an obligation, duty, or right arising under this Article and not governed by this section must be commenced within three years after the [cause of action] accrues.

(h) This section is not intended to affect the common law rule in this State pertaining to instruments under seal.
6 Del. C. § 18-219 — Delaware Code / Title 6 / Chapter 18 / Subchapter II / Section 18-219
§ Â
        18-219. Approval of conversion of a protected series of a domestic limited liability company to a registered series of such domestic limited liability company.
Status: in_force

(a) A protected series of a domestic limited liability company may convert to a registered series of such domestic limited liability company by complying with this section and filing in the office of the Secretary of State in accordance with § 18-206 of this title:

(1) A certificate of conversion of protected series to registered series that has been executed in accordance with § 18-204 of this title; and

(2) A certificate of registered series that complies with § 18-218(d) of this title and has been executed by 1 or more authorized persons in accordance with § 18-204 of this title.

Each of the certificates required by this subsection (a) shall be filed simultaneously in the office of the Secretary of State and, if such certificates are not to become effective upon their filing as permitted by § 18-206(b) of this title, then each such certificate shall provide for the same effective date or time in accordance with § 18-206(b) of this title.

An existing series may not become a registered series other than pursuant to this section.

(b) If the limited liability company agreement specifies the manner of authorizing a conversion of a protected series of such limited liability company to a registered series of such limited liability company, the conversion of a protected series to a registered series shall be authorized as specified in the limited liability company agreement. If the limited liability company agreement does not specify the manner of authorizing a conversion of a protected series of such limited liability company to a registered series of such limited liability company and does not prohibit a conversion of a protected series to a registered series, the conversion shall be authorized by members of such protected series who own more than 50 percent of the then current percentage or other interest in the profits of such protected series owned by all of the members of such protected series.

(c) Unless otherwise agreed, the conversion of a protected series of a limited liability company to a registered series of such limited liability company pursuant to this section shall not require such limited liability company or such protected series of such limited liability company to wind up its affairs under § 18-803 or § 18-215 of this title or pay its liabilities and distribute its assets under § 18-804 or § 18-215 of this title, and the conversion of a protected series of a limited liability company to a registered series of such limited liability company shall not constitute a dissolution of such limited liability company or a termination of such protected series. When a protected series of a limited liability company has converted to a registered series of such limited liability company pursuant to this section, for all purposes of the laws of the State of Delaware, the registered series shall be deemed to be the same series as the converting protected series and the conversion shall constitute a continuation of the existence of the protected series in the form of such registered series.

(d) In connection with a conversion of a protected series of a limited liability company to a registered series of such limited liability company pursuant to this section, rights or securities of or interests in the protected series which is to be converted may be exchanged for or converted into cash, property, rights or securities of or interests in the registered series into which the protected series is being converted or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of or interests in any other business entity, may remain outstanding or may be canceled.

(e) If a protected series shall convert to a registered series in accordance with this section, a certificate of conversion of protected series to registered series executed in accordance with § 18-204 of this title shall be filed in the office of the Secretary of State in accordance with § 18-206 of this title. The certificate of conversion of protected series to registered series shall state:

(1) The name of the limited liability company and, if it has been changed, the name under which its certificate of formation was originally filed;

(2) The name of the protected series and, if it has been changed, the name of the protected series as originally established;

(3) The name of the registered series as set forth in its certificate of registered series filed in accordance with subsection (a) of this section;

(4) The date of filing of the original certificate of formation of the limited liability company with the Secretary of State;

(5) The date on which the protected series was established;

(6) The future effective date or time (which shall be a date or time certain) of the conversion if it is not to be effective upon the filing of the certificate of conversion of protected series to registered series; and

(7) That the conversion has been approved in accordance with this section.

(f) A copy of the certificate of conversion of protected series to registered series certified by the Secretary of State shall be prima facie evidence of the conversion by such protected series to a registered series of such limited liability company.

(g) When any conversion shall have become effective under this section, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of the protected series that has converted, and all property, real, personal and mixed, and all debts due to such protected series, as well as all other things and causes of action belonging to such protected series, shall remain vested in the registered series to which such protected series has converted and shall be the property of such registered series, and the title to any real property vested by deed or otherwise in such protected series shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such protected series shall be preserved unimpaired, and all debts, liabilities and duties of the protected series that has converted shall remain attached to the registered series to which such protected series has converted, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as such registered series. The rights, privileges, powers and interests in property of the protected series that has converted, as well as the debts, liabilities and duties of such protected series, shall not be deemed, as a consequence of the conversion, to have been transferred to the registered series to which such protected series of such limited liability company has converted for any purpose of the laws of the State of Delaware.

(h) A limited liability company agreement may provide that a protected series of a limited liability company shall not have the power to convert to a registered series of such limited liability company as set forth in this section.
6 Del. C. § 3-202 — Delaware Code / Title 6 / Article 3 / Part 2 / Section 3-202
§ Â
        3-202. Negotiation subject to rescission.
Status: in_force

(a) Negotiation is effective even if obtained (i) from an infant, a corporation exceeding its powers, or a person without capacity, (ii) by fraud, duress, or mistake, or (iii) in breach of duty or as part of an illegal transaction.

(b) 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.
6 Del. C. § 5-116 — Delaware Code / Title 6 / Article 5 / Section 5-116
§ Â
        5-116. Choice of law and forum.
Status: in_force

(a) 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 by the affected parties or by a provision in the person’s letter of credit, confirmation, or other undertaking. The jurisdiction whose law is chosen need not bear any relation to the transaction.

(b) Unless subsection (a) applies, the liability of an issuer, nominated person, or adviser for action or omission is governed by the law of the jurisdiction in which the person is located. The person is considered to be located at the address indicated in the person’s undertaking. If more than one address is indicated, the person is considered to be located at the address from which the person’s undertaking was issued.

(c) 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 subsection (d).

(d) A branch of a bank is considered to be located at the address indicated in the branch’s undertaking. If more than 1 address is indicated, the branch is considered to be located at the address from which the undertaking was issued.

(e) 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 (i) this Article would govern the liability of an issuer, nominated person, or adviser under subsection (a) or (b), (ii) the relevant undertaking incorporates rules of custom or practice, and (iii) there is conflict between this Article and those rules as applied to that undertaking, those rules govern except to the extent of any conflict with the non-variable provisions specified in Section 5-103(c).

(f) If there is conflict between this Article and Article 3, 4, 4A, or 9, this Article governs.

(g) 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 (a).
6 Del. C. § 3801 — Delaware Code / Title 6 / Chapter 38 / Section 3801
§ Â
        3801. Definitions.
Status: in_force

As used in this chapter unless the context requires a different meaning:

(1) “Broadcast” means the transmission of information by means of radio or television facilities.

(2) “Notice” means any notice that is required by law to be published.

(3) “Station” means any radio or television station licensed for commercial or educational operation by the Federal Communications Commission.
6 Del. C. § 2603 — Delaware Code / Title 6 / Chapter 26 / Section 2603
§ Â
        2603. Special cost provisions.
Status: in_force

(a) Markup on sales at wholesale on cash and carry basis. — In any sale of cigarettes at wholesale on a cash and carry basis (i.e., where cigarettes are not delivered unless the full price thereof is received by the seller at or before delivery and where the purchaser performs or pays for the cartage of the cigarettes to the purchaser’s place of business), the presumptive wholesale markup of 5 percent provided in § 2602(4) of this title may be reduced by 2 cents for each carton containing 200 cigarettes.

(b) Sales by wholesalers to other wholesalers and vending machine operators. — When 1 wholesaler sells cigarettes to any other wholesaler or vending machine operator, as herein defined, the former shall not be required to include in the selling price to the latter “cost of the wholesaler,” as provided by § 2602(4) of this title, but said seller must include in said selling price “basic cost of cigarettes” as defined in § 2602(1) of this title plus a charge of 1 percent thereon, in the absence of satisfactory proof of a lesser cost for the rendition of such service by the seller, and the latter wholesaler, upon resale to a retailer, shall be deemed to be the wholesaler governed by the provisions of § 2602(4) of this title.
6 Del. C. § 17-402 — Delaware Code / Title 6 / Chapter 17 / Subchapter IV / Section 17-402
§ Â
        17-402. Events of withdrawal.
Status: in_force

(a) A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(1) The general partner withdraws from the limited partnership as provided in § 17-602 of this title;

(2) The general partner ceases to be a general partner of the limited partnership as provided in § 17-702 of this title;

(3) The general partner is removed as a general partner in accordance with the partnership agreement;

(4) Unless otherwise provided in the partnership agreement, or with the consent of all partners, the general partner:

a. Makes an assignment for the benefit of creditors;

b. Files a voluntary petition in bankruptcy;

c. Is adjudged a bankrupt or insolvent, or has entered against him or her an order for relief in any bankruptcy or insolvency proceeding;

d. Files a petition or answer seeking for himself or herself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;

e. Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him or her in any proceeding of this nature; or

f. Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his or her properties;

(5) Unless otherwise provided in the partnership agreement, or with the consent of all partners, 120 days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within 90 days after the appointment without the general partner’s consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his or her properties, the appointment is not vacated or stayed, or within 90 days after the expiration of any such stay, the appointment is not vacated;

(6) In the case of a general partner who is a natural person:

a. The general partner’s death; or

b. The entry by a court of competent jurisdiction adjudicating the general partner incompetent to manage his or her person or property;

(7) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);

(8) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(9) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter and the expiration of 90 days after the date of notice to the corporation of revocation without a reinstatement of its charter;

(10) Unless otherwise provided in the partnership agreement, or with the consent of all partners, in the case of a general partner that is an estate, the distribution by the fiduciary of the estate’s entire interest in the limited partnership;

(11) In the case of a general partner that is a limited liability company, the dissolution and commencement of winding up of the limited liability company; or

(12) In the case of a general partner who is not an individual, partnership, limited liability company, corporation, trust or estate, the termination of the general partner.

(b) A general partner who suffers an event that with the passage of the specified period becomes an event of withdrawal under paragraph (a)(4) or (5) of this section shall notify each other general partner, or in the event that there is no other general partner, each limited partner, of the occurrence of the event within 30 days after the date of occurrence of the event of withdrawal.
6 Del. C. § 1411 — Delaware Code / Title 6 / Chapter 14 / Section 1411
§ Â
        1411. Use of names regulated.
Status: in_force

Without limiting the applicability of § 102(a)(1) of Title 8, the name of each workers cooperative may, but need not, contain the words “cooperative,” “workers cooperative,” “worker owned cooperative,” “employees cooperative” or “employee owned cooperative” (or words or abbreviations of like import).
6 Del. C. § 15-1209 — Delaware Code / Title 6 / Chapter 15 / Subchapter XII / Section 15-1209
§ Â
        15-1209. Cancelation of statement of partnership existence for failure to pay annual tax.
Status: in_force

(a) The statement of partnership existence of a partnership shall be canceled if the partnership shall fail to pay the annual tax due under § 15-1208 of this title for a period of 3 years from the date it is due, such cancellation to be effective on the third anniversary of such due date.

(b) A list of those partnerships whose statement of partnership existence were canceled on June 1 of such calendar year pursuant to § 15-1209(a) of this title shall be filed in the office of the Secretary of State. On or before October 31 of each calendar year, the Secretary of State shall publish such list on the Internet or on a similar medium for a period of 1 week and shall advertise the website or other address where such list can be accessed in at least 1 newspaper of general circulation in the State of Delaware.

(c) A partnership whose statement of partnership existence has been canceled and has not been revived pursuant to § 15-1210 of this title shall be deemed, from the date such cancellation became effective, to be a partnership that has not filed a statement of partnership existence.
6 Del. C. § 4-204 — Delaware Code / Title 6 / Article 4 / Part 2 / Section 4-204
§ Â
        4-204. Methods of sending and presenting; sending directly to payor bank.
Status: in_force

(a) A collecting bank shall send items by a reasonably prompt method, taking into consideration relevant instructions, the nature of the item, the number of those items on hand, the cost of collection involved, and the method generally used by it or others to present those items.

(b) A collecting bank may send:

(1) An item directly to the payor bank;

(2) An item to a nonbank payor if authorized by its transferor; and

(3) An item other than documentary drafts to a nonbank payor, if authorized by Federal Reserve regulation or operating circular, clearing-house rule, or the like.

(c) Presentment may be made by a presenting bank at a place where the payor bank or other payor has requested that presentment be made.
6 Del. C. § 3315 — Delaware Code / Title 6 / Chapter 33 / Section 3315
§ Â
        3315. Common-law rights.
Status: in_force

Nothing herein shall adversely affect the rights or the enforcement of the rights in marks acquired in good faith at any time at common law.
6 Del. C. § 9-610 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-610
§ Â
        9-610. Disposition of collateral after default.
Status: in_force

(a) Disposition after default. — After default, a secured party may sell, lease, license, or otherwise dispose of any or all of the collateral in its present condition or following any commercially reasonable preparation or processing.

(b) Commercially reasonable disposition. — Every aspect of a disposition of collateral, including the method, manner, time, place, and other terms, must be commercially reasonable. If commercially reasonable, a secured party may dispose of collateral by public or private proceedings, by one or more contracts, as a unit or in parcels, and at any time and place and on any terms.

(c) Purchase by secured party. — A secured party may purchase collateral:

(1) at a public disposition; or

(2) at a private disposition only if the collateral is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations.

(d) Warranties on disposition. — A contract for sale, lease, license, or other disposition includes the warranties relating to title, possession, quiet enjoyment, and the like which by operation of law accompany a voluntary disposition of property of the kind subject to the contract.

(e) Disclaimer of warranties. — A secured party may disclaim or modify warranties under subsection (d):

(1) in a manner that would be effective to disclaim or modify the warranties in a voluntary disposition of property of the kind subject to the contract of disposition; or

(2) by communicating to the purchaser a record evidencing the contract for disposition and including an express disclaimer or modification of the warranties.

(f) Record sufficient to disclaim warranties. — A record is sufficient to disclaim warranties under subsection (e) if it indicates “There is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition” or uses words of similar import.
6 Del. C. § 18-1001 — Delaware Code / Title 6 / Chapter 18 / Subchapter X / Section 18-1001
§ Â
        18-1001. Right to bring action.
Status: in_force

A member or an assignee of a limited liability company interest may bring an action in the Court of Chancery in the right of a limited liability company to recover a judgment in its favor if managers or members with authority to do so have refused to bring the action or if an effort to cause those managers or members to bring the action is not likely to succeed.
6 Del. C. § 4-211 — Delaware Code / Title 6 / Article 4 / Part 2 / Section 4-211
§ Â
        4-211. When bank gives value for purposes of holder in due course.
Status: in_force

For purposes of determining its status as a holder in due course, a bank has given value to the extent it has a security interest in an item, if the bank otherwise complies with the requirements of Section 3-302 on what constitutes a holder in due course.
6 Del. C. § 4601 — Delaware Code / Title 6 / Chapter 46 / Section 4601
§ Â
        4601. Declaration of purpose and construction.
Status: in_force

(a) Purpose. —

This chapter is intended to eliminate, as to housing offered to the public for sale, rent or exchange, discrimination based upon race, color, national origin, religion, creed, sex, marital status, familial status, source of income, age, sexual orientation, gender identity, disability, military status, or housing status and to provide an administrative procedure through which disputes concerning the same may effectively and expeditiously be resolved with fairness and due process for all parties concerned.

(b) Construction. —

This chapter shall be liberally construed to the end that its purposes may be accomplished and all persons may fully enjoy equal rights and access to housing for themselves and their families. Furthermore, in defining the scope or extent of any duty imposed by this chapter, including the duty of reasonable accommodation, higher or more comprehensive obligations established by otherwise applicable federal, state, or local enactments may be considered.
6 Del. C. § 4-407 — Delaware Code / Title 6 / Article 4 / Part 4 / Section 4-407
§ Â
        4-407. Payor bankâs right to subrogation on improper payment.
Status: in_force

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.
6 Del. C. § 2587 — Delaware Code / Title 6 / Chapter 25 / Subchapter IX / Section 2587
§ Â
        2587. Definitions.
Status: in_force

As used in this subchapter, the following definitions shall apply:

(1) “Buyer” means both the actual and prospective purchaser of a home food service plan, but does not include persons purchasing for resale.

(2) “Contract” means all of the collective written or oral agreements between a seller and a buyer relating to the purchase of a home food service plan, except promissory notes or other financing agreements.

(3) “Food item” means each edible product sold as part of a home food service plan, including, but not limited to, each constituent part or kind of meat cut from a primal source, each kind of whole poultry or poultry part, seafood products and other like products.

(4) “Home food service plan” means a plan of food items or food items in combination with non-food items and/or service offered by the seller for profit and for sale in the consumer’s home, whether or not a membership fee or similar charge is involved. Sales of immediately consumable food items, “Meals on Wheels” or similar programs, “fund-raising efforts” and meals prepared in the consumer’s home by another are not within the definition of a “home food service plan.”

(5) “Item price” means the price of a food or non-food item sold as part of a home food service plan, computed to the nearest tenth of 1 cent when less than $1.00 and to the nearest cent when $1.00 or more. The item price, exclusive of any service charge(s), shall be expressed in terms of the price per unit of weight, measure or count set forth in “Uniform Unit Pricing Regulation” in the current edition of National Institute of Standards and Technology Handbook 130.

(6) “Non-food item” means each inedible product sold as part of a home food service plan, including, but not limited to, paper products, health and beauty products, detergents, cleaners and disinfectants, rolls of wrapping and like products. The term does not include food items and durable consumer goods such as appliances.

(7) “Primal source” means the following cuts:

a. For beef, the primal sources are the round, flank, loin, rib, plate, brisket, chuck and shank;

b. For veal and lamb or mutton, the primal sources are the leg, flank, loin, rack (rib) and shoulder; and

c. For pork, the primal sources are the belly, loin, ham, spareribs, shoulder and jowl.

(8) “Seller” means any person, partnership, corporation or association, however organized, engaged in the sale of a home food service plan.

(9) “Service charge” means the total price for any additional features, services and processing associated with the purchase of a home food service plan, whether stated in terms of membership fees or otherwise.
6 Del. C. § 2-614 — Delaware Code / Title 6 / Article 2 / Part 6 / Section 2-614
§ Â
        2-614. Substituted performance.
Status: in_force

(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.
6 Del. C. § 4620 — Delaware Code / Title 6 / Chapter 46 / Section 4620
§ Â
        4620. Criminal jurisdiction.
Status: in_force

The Superior Court shall have exclusive original jurisdiction over all criminal violations of this chapter.
6 Del. C. § 3805 — Delaware Code / Title 6 / Chapter 38 / Section 3805
§ Â
        3805. Selection of stations.
Status: in_force

All public officials performing functions under this chapter shall select stations that best assure effective publicity for the notice or material being broadcast, based on the nature of the notice or material being broadcast.
6 Del. C. § 5-105 — Delaware Code / Title 6 / Article 5 / Section 5-105
§ Â
        5-105. Consideration.
Status: in_force

Consideration is not required to issue, amend, transfer, or cancel a letter of credit, advice, or confirmation.
6 Del. C. § 8-305 — Delaware Code / Title 6 / Article 8 / Part 3 / Section 8-305
§ Â
        8-305. Instruction.
Status: in_force

(a) 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.

(b) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by Section 8-108 and not an obligation that the security will be honored by the issuer.
6 Del. C. § 2576 — Delaware Code / Title 6 / Chapter 25 / Subchapter VII / Section 2576
§ Â
        2576. Applicability [For application of this section, see 80 Del. Laws, c. 308, Â 2].
Status: in_force

This subchapter shall apply to transfers by sale, exchange, installment land sale contract, lease with an option to purchase or ground lease of a manufactured housing lot, or residential real property, improved with dwelling units for 1-4 families, or vacant land zoned for residential use and marketed as appropriate for the construction of a dwelling for 1-4 families.
6 Del. C. § 2534 — Delaware Code / Title 6 / Chapter 25 / Subchapter III / Section 2534
§ Â
        2534. Application.
Status: in_force

(a) This chapter does not apply to:

(1) Conduct in compliance with the orders or rules of, or a statute administered by, a federal, state, or local governmental agency, or a board or commission organized under Professions and Occupations in Title 24, and shall not be the subject of a private cause of action thereunder; provided that said conduct has been addressed by the applicable statute, order, or rule of a board or commission organized under Title 24 and said order or rule does not clearly conflict with a specific provision of the consumer protection laws the Attorney General is charged to enforce;

(2) Publishers, broadcasters, printers, or other persons engaged in the dissemination of information or reproduction of printed or pictorial matter who publish, broadcast, or reproduce material without knowledge of its deceptive character; or

(3) Actions or appeals pending on April 19, 1965.

(b) Section 2532(a)(2) and (3) of this title do not apply to the use of a service mark, trademark, certification mark, collective mark, trade name, or other trade identification that was used and not abandoned before April 19, 1965, if the use was in good faith and is otherwise lawful except for this chapter.
6 Del. C. § 9-613 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-613
§ Â
        9-613. Contents and form of notification before disposition of collateral: general.
Status: in_force

(a) Contents and form of notification. —

Except in a consumer-goods transaction, the following rules apply:

(1) The contents of a notification of disposition are sufficient if the notification:

(A) describes the debtor and the secured party;

(B) describes the collateral that is the subject of the intended disposition;

(C) states the method of intended disposition;

(D) states that the debtor is entitled to an accounting of the unpaid indebtedness and states the charge, if any, for an accounting; and

(E) states the time and place of a public disposition or the time after which any other disposition is to be made.

(2) Whether the contents of a notification that lacks any of the information specified in paragraph (1) are nevertheless sufficient is a question of fact.

(3) The contents of a notification providing substantially the information specified in paragraph (1) are sufficient, even if the notification includes:

(A) information not specified by that paragraph; or

(B) minor errors that are not seriously misleading.

(4) A particular phrasing of the notification is not required.

(5) The following form of notification and the form appearing in Section 9-614(a)(3), when completed in accordance with the instructions in subsection (b) and Section 9-614(b), each provides sufficient information:

NOTIFICATION OF DISPOSITION OF COLLATERAL

________________________________

To: (Name of debtor, obligor, or other person to which the notification is sent)

From: (Name, address, and telephone number of secured party)

________________

__{1} Name of any debtor that is not an addressee: (Name of each debtor)

__{2} We will sell (describe collateral) (to the highest qualified bidder) at public sale. A sale could include a lease or license. The sale will be held as follows:

________________(Date)

________________(Time)

________________(Place)

__{3} We will sell (describe collateral) at private sale sometime after (date). A sale could include a lease or license.

__{4} You are entitled to an accounting of the unpaid indebted- ness secured by the property that we intend to sell or, as applicable, lease or license.

__{5} If you request an accounting you must pay a charge of $ (amount).

__{6} You may request an accounting by calling us at (telephone number).

________________________________

[End of Form]

(b) Instructions for form of notification. —

The following instructions apply to the form of notification in subsection (a)(5):

(1) The instructions in this subsection refer to the numbers in braces before items in the form of notification in subsection (a)(5). Do not include the numbers or braces in the notification. The numbers and braces are used only for the purpose of these instructions.

(2) Include and complete item {1} only if there is a debtor that is not an addressee of the notification and list the name or names.

(3) Include and complete either item {2}, if the notification relates to a public disposition of the collateral, or item {3}, if the notification relates to a private disposition of the collateral. If item {2} is included, include the words “to the highest qualified bidder” only if applicable.

(4) Include and complete items {4} and {6}.

(5) Include and complete item {5} only if the sender will charge the recipient for an accounting.
6 Del. C. § 3401 — Delaware Code / Title 6 / Chapter 34 / Section 3401
§ Â
        3401. Definitions.
Status: in_force

As used in this chapter:

(1) “Energy service agreement” means a contract between a homeowner and an energy service company by which the energy service company is to provide residential heating fuel to the homeowner’s home and/or service the residential heating system.

(2) “Energy service company” means any person engaged in the sale of residential heating fuel and/or the service of residential heating systems.

(3) “Person” means any individual, partnership, corporation, trustee or other entity having the capacity to enter into a valid and enforceable contract.

(4) “Residential heating fuel” includes natural gas, propane, fuel oil, wood and electricity.

(5) “Residential heating system” means all equipment necessary for the storage and transmission of residential heating fuel and the conversion thereof to energy for the purpose of heating a residence and/or heating hot water to be used in the residence.
6 Del. C. § A-303 — Delaware Code / Title 6 / Article A / Part 3 / Section A-303
§ Â
        A-303. Security interest unperfected before effective date.
Status: in_force

A security interest that is enforceable immediately before August 18, 2023, but is unperfected at that time:

(1) remains an enforceable security interest until the adjustment date;

(2) remains enforceable thereafter if the security interest becomes enforceable under Section 9-203, as amended by the amending Act, on August 18, 2023, or before the adjustment date; and

(3) becomes perfected:

(A) without further action, on August 18, 2023, if the requirements for perfection under the amending Act are satisfied before or at that time; or

(B) when the requirements for perfection are satisfied if the requirements are satisfied after that time.
6 Del. C. § 2501G — Delaware Code / Title 6 / Chapter 25G / Section 2501G
§ Â
        2501G. Definitions.
Status: in_force

For purposes of this chapter:

(1) “Children’s product” means product designed for residential use by infants and children under 12 years old. “Children’s product” includes a bassinet, booster seat, changing pad, floor play mat, highchair pad, infant bouncer, infant carrier, infant seat, infant swing, infant walker, nursing pad, nursing pillow, playpen side pad, play yard, portable hook-on chair, stroller, mattress, and children’s nap mat.

(2) “Flame-retardant chemical” means any of the following:

a. 2-ethylhexyl-2,3,4,5-tetrabromobenzoate (TBB), chemical abstracts service number 183658-27-7.

b. Antimony, chemical abstracts service number 7440-36-0.

c. Bis(2-ethylhexyl) tetrabromophthalate (TBPH), chemical abstracts service number 26040-51-7.

d. Chlorinated paraffins, chemical abstracts service number 85535-84-8.

e. Decabromodiphenyl ether, chemical abstracts service number 1163-19-5.

f. Hexabromocyclododecane (HBCD), chemical abstracts service number 25637-99-4.

g. Tetrabromobisphenol A (TBBPA), chemical abstracts service number 79-94-7.

h. Tris(1,3-dichloro-2-propyl)phosphate (TDCPP), chemical abstracts service number 13674-87-8.

i. Tris(2-chloroethyl)phosphate (TCEP), chemical abstracts service number 115-96-8.

j. Tris(1-chloro-2-propyl)phosphate (TCPP), chemical abstracts service number 13674-84-5.

(3) “Manufacture” means making a product. If the person who makes the product or whose brand name is affixed to the product does not do business in the United States, “manufacture” means assembling, importing, or distributing a product.

(4) “Mattress” means a ticking filled with a resilient material used alone or in combination with other products intended or promoted for sleeping upon. “Mattress” includes adult mattresses, youth mattresses, crib mattresses including portable crib mattresses, bunk bed mattresses, futons, water beds and air mattresses which contain upholstery material between the ticking and the mattress core, and any detachable mattresses used in any item of upholstered furniture such as convertible sofa bed mattresses, corner group mattresses, day bed mattresses, roll-a-way bed mattresses, high risers, and trundle bed mattresses as defined and not excluded under 16 C.F.R § 1632.1.

(5) “Organohalogen” means a class of chemicals that includes any chemical containing 1 or more halogen elements bonded to carbon.

(6) “Reupholstered furniture” means furniture whose original fabric, padding, decking, barrier material, foam, or other resilient filling has been replaced by a custom upholsterer and has not been sold since the time of the replacement.

(7) “Upholstered furniture” means residential furniture intended for indoor use in a home or other dwelling intended for residential occupancy that consists in whole or in part of resilient cushioning materials enclosed within a covering consisting of fabric or related materials.
6 Del. C. § 2505J — Delaware Code / Title 6 / Chapter 25J / Section 2505J
§ Â
        2505J. Billing and collections rules; limits on creditors.
Status: in_force

(a) The following extraordinary collections actions may not be used by any medical creditor or medical debt collector to collect debts owed for health-care services:

(1) Causing an individual’s arrest.

(2) Causing an individual to be subject to a writ of body attachment or capias.

(3) Foreclosing on an individual’s real property.

(4) Garnishing the wages, disability insurance payments or any other disability benefits, workers’ compensation payments, or unemployment benefits of a patient.

(5) Garnishing or attaching a bank account, pension, annuity, or retirement account of a patient.

(b) A large health-care facility or medical creditor that sells medical debt to a medical debt buyer or medical debt collector under a contract described in § 2502J(4)a. of this title remains liable for any actions taken by the medical debt buyer or medical debt collector, including any violations of any provisions of this chapter.

(c) No medical creditor or medical debt collector may engage in any permissible extraordinary collection actions until 120 days after the first bill for a medical debt has been sent.

(d) At least 30 days before taking any extraordinary collection actions, a medical creditor or medical debt collector must provide to the patient a notice containing all of the following:

(1) In the case of large health-care facilities and medical debt collectors collecting debt for health-care services provided by such facilities, stating whether financial assistance is available for eligible individuals and providing a plain-language summary of any such financial assistance policy.

(2) Identifying the extraordinary collection actions that will be initiated in order to obtain payment.

(3) Providing a deadline after which such extraordinary collection actions will be initiated which may be no earlier than 30 days after the date of the notice.

(e) A large health-care facility or a medical debt collector collecting the debt for health-care services provided by such a facility may not use any extraordinary collection actions unless these actions are described in the large health-care facility’s billing and collections policy.

(f) If the patient has paid any part of the medical debt in excess of the amount the patient owes after any financial assistance or charity care offered by the large health-care facility, the large health-care facility or medical debt collector must refund any excess amount to the patient within 60 days. If a change in the financial circumstances of the patient makes the patient eligible for any financial assistance or charity care, any payments made prior to the change in circumstances that make the patient eligible for such financial assistance or charity care are not required to be refunded.

(g) A large health-care facility or medical creditor that sells medical debt to a medical debt buyer or medical debt collector under a contract described in § 2502J(4)a. of this title remains liable for any actions taken by the medical debt buyer or medical debt collector, including any violations of any provisions of this chapter.
6 Del. C. § 4607 — Delaware Code / Title 6 / Chapter 46 / Section 4607
§ Â
        4607. Exemptions in certain situations [For application of this section, see 84 Del. Laws, c. 358, Â 4] [Effective Dec. 31, 2028].
Status: reserved

(a) Nothing in this chapter shall prohibit a religious organization, association or society, or any nonprofit institution or organization operated, supervised or controlled by or in conjunction with a religious organization, association or society, from limiting the sale, rental or occupancy of dwellings which it owns or operates for other than a commercial purpose to persons of the same religion, or from giving preference to such persons, unless membership in such religion is restricted on account of race, color or national origin.

(b) Nothing in this chapter shall prohibit a private club not in fact open to the public, which as an incident to its primary purpose or purposes provides lodgings which it owns or operates for other than a commercial purpose, from limiting the rental or occupancy of such lodgings to its members or from giving preference to its members, unless membership in such private club is restricted on account of race, color or national origin.

(c) Nothing in this chapter limits the applicability of any reasonable local, state or federal restrictions regarding the maximum number of occupants permitted to occupy a dwelling as long as they are applied to all occupants and do not operate to discriminate or have the effect of discriminating on the basis of race, color, national origin, religion, creed, sex, marital status, familial status, source of income, age, sexual orientation, gender identity, disability, military status, or housing status. Nor does any provision in this chapter regarding familial status or age apply with respect to “housing for older persons” as defined in § 4602 of this title.

(d) Housing shall not fail to meet the requirements for housing for older persons by reason of:

(1) Persons residing in such housing as of September 1, 1992 who do not meet the age requirements of § 4602(17)b. or c. of this title; provided, that new occupants of such housing meet the age requirements of § 4602(17)b. or c. of this title;

(2) Unoccupied units: provided, that such units are reserved for occupancy by persons who meet the age requirements of § 4602(17) b. or c. of this title; or

(3) Persons under 18 years of age residing in such housing with a person or persons who do meet the age requirements of § 4602(17)b. or c. of this title provided that:

a. Such person under 18 years of age must move into the housing by reason of death, serious injury or serious illness of the parent, guardian or person acting in the place of a parent with whom such person under 18 years of age resided immediately before the time of such death, serious injury or serious illness; and

b. Occupancy by the person under 18 years of age is of a temporary nature terminating when reasonably practicable.

(e) Nothing in § 4603 of this title, except paragraph (b)(3) thereof, or in § 4603A of this title, shall apply to rentals of rooms or units in dwellings containing living quarters occupied or intended to be occupied by no more than 4 families living independently of each other, if the owner actually maintains and occupies 1 of such living quarters as that owner’s residence.

(f) Nothing in this chapter shall prohibit discrimination on the basis of sex for single sex student dormitories, fraternities, sororities, other housing or portion thereof of an educational institution certified, chartered, or established by the State and operated for students of that educational institution, provided that such educational institution provides reasonable accommodations to permit access to and use of such facilities consistent with a student’s gender identity.

(g) Nothing in this chapter shall prohibit a religious organization, association, or society, or any nonprofit institution or organization operated, supervised or controlled by or in conjunction with a religious organization, association, or society, from discriminating on the basis of sex for single sex dormitories or portions thereof where such discrimination on the basis of sex is necessary for the safety of individuals in such dormitories or to preserve the personal privacy of such individuals, unless such organization, association, society or institution restricts its membership on account of race, color or national origin.

(h) The prohibitions in this chapter against discrimination based on source of income shall not limit the ability of any person to consider the sufficiency or sustainability of income, or the credit rating of a renter or buyer, so long as sufficiency or sustainability of income, and the credit requirements, are applied in a commercially reasonable manner and without regard to source of income.

(i) The prohibitions in this chapter against discrimination based on source of income shall not limit the ability of any housing authority or related agency having oversight over the provision of housing assistance from prohibiting such authority’s employees or agents from renting housing to persons who receive such assistance, where such prohibition is intended to prevent conflicts of interest or the appearance of impropriety, nor shall this chapter prohibit such agents and employees from complying with any such prohibition on renting housing to persons receiving such assistance.

(j) A landlord is not required to participate in any government-sponsored rental assistance program, voucher, or certificate system. A landlord’s nonparticipation in any government-sponsored rental assistance program, voucher, or certificate system may not serve as the basis for any administrative or judicial proceeding under this chapter.

(k) The prohibitions in this chapter against discrimination based on source of income shall not limit the ability of a landlord participating in any government-sponsored rental assistance program, voucher, or certificate system from reserving rental units for tenants who qualify for such governmental program.

(l) Nothing in this chapter prohibits a distinction or differential treatment on the basis of military status that is expressly allowed by Delaware law or regulation, federal law or regulation, or government contract.single sex student dormitories, fraternities, sororities, other housing or portion thereof of an educational institution certified, chartered, or established by the State and operated for students of that educational institution, provided that such educational institution provides reasonable accommodations to permit access to and use of such facilities consistent with a student’s gender identity.

(g) Nothing in this chapter shall prohibit a religious organization, association, or society, or any nonprofit institution or organization operated, supervised or controlled by or in conjunction with a religious organization, association, or society, from discriminating on the basis of sex for single sex dormitories or portions thereof where such discrimination on the basis of sex is necessary for the safety of individuals in such dormitories or to preserve the personal privacy of such individuals, unless such organization, association, society or institution restricts its membership on account of race, color or national origin.

(h) The prohibitions in this chapter against discrimination based on source of income shall not limit the ability of any person to consider the sufficiency or sustainability of income, or the credit rating of a renter or buyer, so long as sufficiency or sustainability of income, and the credit requirements, are applied in a commercially reasonable manner and without regard to source of income.

(i) The prohibitions in this chapter against discrimination based on source of income shall not limit the ability of any housing authority or related agency having oversight over the provision of housing assistance from prohibiting such authority’s employees or agents from renting housing to persons who receive such assistance, where such prohibition is intended to prevent conflicts of interest or the appearance of impropriety, nor shall this chapter prohibit such agents and employees from complying with any such prohibition on renting housing to persons receiving such assistance.

(j) The denial of a rental application under § 5116(e)(2) of Title 25 may not serve as the basis for any administrative or judicial proceeding under this chapter.

(k) The prohibitions in this chapter against discrimination based on source of income shall not limit the ability of a landlord participating in any government-sponsored rental assistance program, voucher, or certificate system from reserving rental units for tenants who qualify for such governmental program.

(l) Nothing in this chapter prohibits a distinction or differential treatment on the basis of military status that is expressly allowed by Delaware law or regulation, federal law or regulation, or government contract.
6 Del. C. § 3507 — Delaware Code / Title 6 / Chapter 35 / Section 3507
§ Â
        3507. Payments due.
Status: in_force

(a) The owner shall pay the contractor strictly in accordance with the terms of the contract.

(b) If the terms of the contract do not contain a term governing payment, the contractor shall be entitled to submit an invoice to the owner for payments at the end of the billing period for:

(1) Work already commenced but not fully completed and/or,

(2) Materials already supplied, if the agreed upon work is completed at the end of such billing period.

(c) If the contract between the owner and a contractor, or between contractors, does not contain a provision governing when invoices may be submitted, a contractor shall be entitled to submit a final invoice for payment in full when the agreed-upon work is fully completed. The owner shall pay all undisputed amounts owed to the contractor within 30 days after the end of the billing period or 30 days after delivery of the invoice, whichever is later. This subsection shall not be construed to impair the right of an owner to include in a contract provisions that permit the owner to retain a specified percentage of each progress payment otherwise due to a contractor and each supplier for satisfactory performance under the contract.

(d) If subcontractor payment terms are not specified in the contract between the owner and a general or prime contractor, or in the contract between the general or prime contractor and a subcontractor, or in the contract between the subcontractors, a general contractor, prime contractor or subcontractor shall pay all undisputed amounts owed to its subcontractors, suppliers and/or materialmen within 15 days after receipt by the general contractor, prime contractor or subcontractor of each payment received for work performed or materials supplied by its subcontractors, suppliers and/or materialmen. This subsection shall not be construed to impair the right of an owner or contractor to include in a subcontract provisions that permit the owner or contractor to retain a specified percentage of each progress payment otherwise due to a subcontractor and each supplier for satisfactory performance under the subcontract.

(e) It shall be against public policy and shall be void and unenforceable for any provision of a construction contract or subcontract agreement to:

(1) State that a contractor assumes the risk of nonpayment of the owner;

(2) Require a contractor to waive any statutory or other right to commence litigation or arbitration until payment is made to the general or prime contractor;

(3) Make subject to payment by the owner the obligation of a contractor and its surety under any payment or performance bond to make any payment to a claimant under such bond;

(4) State that a contractor relies on the credit of the owner and not on the credit of the general or prime contractor or of a bonding company; or

(5) Require a dispute or claim between the contractor and subcontractor to be governed or subject to the laws of a state other than Delaware or require litigation, arbitration, mediation or other dispute resolution processes to occur in a state other than Delaware.

(f) This section shall not apply to:

(1) Public works contracts awarded under Chapter 69 of Title 29;

(2) Contracts for the erection of 6 or fewer residential units which are under construction simultaneously, or for the alteration or repair of any single residential unit; or

(3) Contracts for the purchase of materials by a person performing work on that person’s own real property.
6 Del. C. § 18-503 — Delaware Code / Title 6 / Chapter 18 / Subchapter V / Section 18-503
§ Â
        18-503. Allocation of profits and losses.
Status: in_force

The profits and losses of a limited liability company shall be allocated among the members, and among classes or groups of members, in the manner provided in a limited liability company agreement. If the limited liability company agreement does not so provide, profits and losses shall be allocated on the basis of the agreed value (as stated in the records of the limited liability company) of the contributions made by each member to the extent they have been received by the limited liability company and have not been returned.
6 Del. C. § 17-103 — Delaware Code / Title 6 / Chapter 17 / Subchapter I / Section 17-103
§ Â
        17-103. Reservation of name.
Status: reserved

(a) The exclusive right to the use of a name may be reserved by:

(1) Any person intending to organize a limited partnership under this chapter and to adopt that name;

(2) Any person intending to form a registered series of a limited partnership under this chapter and to adopt that name in accordance with § 17-221(e) of this title;

(3) Any domestic limited partnership or any foreign limited partnership registered in the State of Delaware which, in either case, proposes to change its name;

(4) Any foreign limited partnership intending to register in the State of Delaware and adopt that name; and

(5) Any person intending to organize a foreign limited partnership and intending to have it register in the State of Delaware and adopt that name.

(b) The reservation of a specified name shall be made by filing with the Secretary of State an application, executed by the applicant, specifying the name to be reserved and the name and address of the applicant. If the Secretary of State finds that the name is available for use by a domestic or foreign limited partnership, the Secretary shall reserve the name for the exclusive use of the applicant for a period of 120 days. Once having so reserved a name, the same applicant may again reserve the same name for successive 120-day periods. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved, specifying the name to be transferred and the name and address of the transferee. The reservation of a specified name may be canceled by filing with the Secretary of State a notice of cancellation, executed by the applicant or transferee, specifying the name reservation to be canceled and the name and address of the applicant or transferee. Unless the Secretary of State finds that any application, notice of transfer, or notice of cancellation filed with the Secretary of State as required by this subsection does not conform to law, upon receipt of all filing fees required by law, the Secretary shall prepare and return to the person who filed such instrument a copy of the filed instrument with a notation thereon of the action taken by the Secretary of State.

(c) A fee as set forth in § 17-1107(a)(1) of this title shall be paid at the time of the initial reservation of any name, at the time of the renewal of any such reservation and at the time of the filing of a notice of the transfer or cancellation of any such reservation.
6 Del. C. § 2802 — Delaware Code / Title 6 / Chapter 28 / Subchapter I / Section 2802
§ Â
        2802. Definitions.
Status: in_force

When used in this subchapter, the following shall have the meanings respectively set forth:

(1) “Advertisement” means the attempt by publication, dissemination, solicitation or circulation to induce, directly or indirectly, any person to enter into any obligation, acquire any title, interest in or otherwise execute a contract as defined in this section.

(2) “Business day” means any day except Sunday or a legal holiday.

(3) “Campground resort” means any tract or parcel of real property within the State on which there are at least 10 camping sites.

(4) “Camping site” means a space designed and promoted for the purpose of locating a trailer, tent, tent trailer, pickup camper, van, recreational vehicle or other similar device used for camping.

(5) “Contract” means any written agreement of more than 1 year’s duration, executed in whole or in part within the State, which grants to a purchaser a nonexclusive right or license to use the campground resort of a membership camping resort operator or any portion thereof on a first come, first serve or reservation basis together with other purchasers.

(6) “Facility” means an amenity within a campground resort set aside or otherwise made available to purchasers in their use and enjoyment of the campground resort, and may include campsites, swimming pools, tennis courts, recreational buildings, boat docks, rest rooms, showers, laundry rooms, and trading posts or grocery stores.

(7) “Holder” means the membership camping resort operator who enters into a membership camping resort contract with a purchaser or the assignee of such contract who purchases the same for value.

(8) “Managing entity” means a person who undertakes the duties, responsibilities and obligations of the management of a campground resort.

(9) “Offer” means any offer, solicitation, advertisement or inducement, to execute a contract.

(10) “Operator” means any person who is in the business of soliciting, offering, advertising or executing membership camping resort contracts.

(11) “Person” means any individual, corporation, partnership, company, unincorporated association or any other legal entity other than a government or agency or a subdivision thereof.

(12) “Purchase money” means any money, currency, note, security or other consideration paid by the purchaser for a membership camping agreement.

(13) “Purchaser” means any person who enters into a contract with an operator as defined herein.

(14) “Reciprocal program” means any arrangement under which a purchaser is permitted to use camping resort sites or facilities at 1 or more campground resorts not owned or operated by the operator with whom the purchaser has entered into a contract.

(15) “Salesperson” means an individual, other than an operator, who offers to sell a contract by means of a direct sales presentation, but does not include a person who merely refers a prospective purchaser to a sales person without making any direct sales presentation.
6 Del. C. § 8-301 — Delaware Code / Title 6 / Article 8 / Part 3 / Section 8-301
§ Â
        8-301. Delivery.
Status: in_force

(a) Delivery of a certificated security to a purchaser occurs when:

(1) the purchaser acquires possession of the security certificate;

(2) another person, other than a securities intermediary, either 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

(3) 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 (i) registered in the name of the purchaser, (ii) payable to the order of the purchaser, or (iii) specially indorsed to the purchaser by an effective indorsement and has not been indorsed to the securities intermediary or in blank.

(b) Delivery of an uncertificated security to a purchaser occurs when:

(1) the issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or

(2) another person, other than a securities intermediary, either 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.
6 Del. C. § 3-309 — Delaware Code / Title 6 / Article 3 / Part 3 / Section 3-309
§ Â
        3-309. Enforcement of lost, destroyed, or stolen instrument.
Status: in_force

(a) A person not in possession of an instrument is entitled to enforce the instrument if (i) the person was in possession of the instrument and entitled to enforce it when loss of possession occurred, (ii) the loss of possession was not the result of a transfer by the person or a lawful seizure, and (iii) 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.

(b) A person seeking enforcement of an instrument under subsection (a) must prove the terms of the instrument and the person’s right to enforce the instrument. If that proof is made, Section 3-308 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.
6 Del. C. § 2823 — Delaware Code / Title 6 / Chapter 28 / Subchapter II / Section 2823
§ Â
        2823. Sellerâs disclosure statement.
Status: in_force

(a) Every seller, salesperson, or other person who is in the business of offering for sale time-sharing plan contracts for a fee shall deliver to a purchaser a current seller’s disclosure statement before execution by the purchaser of the contract and no later than the date shown on such contract.

(b) The seller’s disclosure statement shall consist of the following:

(1) A cover page containing:

a. The words, “Vacation Time-Sharing Plan Seller’s Disclosure Statement,” printed in boldfaced type of a minimum size of 10 points, followed by,

b. The name and principal business address of the seller followed by,

c. A statement that the seller is in the business of offering for sale contracts, followed by,

d. The following in printed boldfaced type of a minimum size of 10 points:

THIS DISCLOSURE STATEMENT CONTAINS IMPORTANT MATTERS TO BE CONSIDERED IN THE EXECUTION OF A VACATION TIME-SHARING PLAN CONTRACT. THE VACATION TIME-SHARING PLAN SELLER IS REQUIRED BY LAW TO DELIVER TO YOU A COPY OF THIS DISCLOSURE STATEMENT BEFORE YOU EXECUTE A VACATION TIME-SHARING PLAN. THE STATEMENTS CONTAINED HEREIN ARE ONLY SUMMARY IN NATURE. YOU AS A PROSPECTIVE PURCHASER SHOULD REVIEW ALL REFERENCES, EXHIBITS, CONTRACT DOCUMENTS, AND SALES MATERIALS. YOU SHOULD NOT RELY UPON ANY ORAL REPRESENTATIONS AS BEING CORRECT. REFER TO THIS DOCUMENT AND TO THE ACCOMPANYING EXHIBITS FOR CORRECT REPRESENTATIONS. THE VACATION TIME-SHARING PLAN SELLER IS PROHIBITED FROM MAKING ANY REPRESENTATIONS WHICH CONFLICT WITH THOSE CONTAINED IN THE CONTRACT AND THIS DISCLOSURE STATEMENT.

e. The following language, printed in boldfaced type of a minimum size of 10 points after the appearance of the items required in paragraphs (b)(1)a. through d. of this section:

SHOULD YOU EXECUTE A VACATION TIME- SHARING PLAN CONTRACT, YOU HAVE THE UNQUALIFIED RIGHT TO CANCEL SUCH CONTRACT. THIS RIGHT OF CANCELLATION CANNOT BE WAIVED. THE RIGHT TO CANCEL EXPIRES AT MIDNIGHT ON THE 5th BUSINESS DAY FOLLOWING THE DATE ON WHICH THE CONTRACT WAS EXECUTED. TO CANCEL THE VACATION TIME-SHARING PLAN CONTRACT, YOU AS THE PURCHASER MUST MAIL NOTICE OF YOUR INTENT TO CANCEL BY CERTIFIED MAIL TO THE VACATION TIME-SHARING PLAN SELLER AT THE ADDRESS SHOWN IN THE VACATION TIME SHARING PLAN CONTRACT, POSTAGE PREPAID. THE VACATION TIME- SHARING PLAN SELLER IS REQUIRED BY LAW TO RETURN ALL MONEYS PAID BY YOU IN CONNECTION WITH THE EXECUTION OF THE VACATION TIME SHARING PLAN CONTRACT, UPON YOUR PROPER AND TIMELY CANCELLATION OF THE CONTRACT.

(2) The following information is required after all disclosure statements required in paragraphs (b)(1)a. through e. of this section:

a. The name of the seller and the address of the principal place of business;

b. A brief description of the nature of the purchaser’s right or license to use the time-share unit and the facilities which are to be available for use by purchasers;

c. The location of each of the time-share accommodations which is to be available for use by purchasers and a brief description of the facilities at each time-share accommodation which are currently available for use by purchasers. Facilities which are planned, incomplete, or not yet available for use shall be clearly identified as incomplete or unavailable. A brief description of any facilities that are or will be available to nonpurchasers shall also be provided;

d. As to all time-sharing plans offered by sellers:

1. The form of plan offered;

2. The types and duration of plans along with a summary of the major privileges, restrictions and limitations applicable to each type; and

3. Provisions, if any, that have been made for public utilities at each time share unit including water, electricity, telephone and sewer facilities;

e. Any initial or special fee due from the purchaser together with a description of the purpose and method of calculating the fee;

f. A description of any liens, defects or encumbrances affecting the time-share plan;

g. A general description of any financing offered or available through the seller;

h. A statement that the purchaser has until midnight of the fifth business day following the signing of the vacation time-sharing plan contract to cancel the contract by proper notice to the vacation time-sharing plan seller;

i. A description of the insurance coverage that the seller provides for the benefit of purchasers, if any;

j. Any fees or charges that purchasers are or may be required to pay for the use of the time-share unit or any facilities;

k. The extent to which financial arrangements, if any, have been provided for the completion of facilities together with a statement of the seller’s obligation to complete planned facilities. The statement shall include a description of any restrictions or limitations on the seller’s obligation to begin or to complete such facilities;

l. Any services which the seller currently provides or expenses the seller pays which are expected to become the responsibility of the purchasers, including the projected liability which each such service or expense may impose on each purchaser;

m. A brief description of the ownership in or other right to use the time-share unit which is to be transferred to each purchaser, together with the duration of any lease, license, franchise or reciprocal agreement entitling the seller or the purchasers to use the accommodations, and any provision in any such agreements which restrict or limit a purchaser’s use of the time-sharing plan;

n. A summary or copy, whether by way of supplement or otherwise, of the rules, restrictions or covenant regulating the purchaser’s use of the time sharing plan and the facilities which are to be available for use by the purchasers, including a statement of whether and how the rules, restrictions, or covenants may be changed;

o. A description of any restraints on the transfer of the vacation time sharing plan contract;

p. A brief description of the policies covering the availability of time-share units, the availability of reservations and the conditions under which they are made;

q. A brief description of any grounds for forfeiture of a purchaser’s contract;

r. A statement of whether the seller has the right to withdraw permanently from use all or any portion of any facilities devoted to the time-sharing plan and, if so, the conditions under which such withdrawal is to be permitted; and

s. A statement describing the material terms and conditions of any reciprocal program to be available to the purchaser including a statement concerning whether the purchaser’s participation in any reciprocal program is dependent upon the continued affiliation of the operator with that reciprocal program and whether the operator reserves the right to terminate such affiliation.

(c) The seller shall promptly amend the seller’s disclosure statements to reflect any material change in the time-sharing plan or its facilities.
6 Del. C. § 2A-501 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-501
§ Â
        2A-501. Default:  Procedure.
Status: in_force

(1) Whether the lessor or the lessee is in default under a lease contract is determined by the lease agreement and this Article.

(2) If the lessor or the lessee is in default under the lease contract, the party seeking enforcement has rights and remedies as provided in this Article and, except as limited by this Article, as provided in the lease agreement.

(3) If the lessor or the lessee is in default under the lease contract, the party seeking enforcement may reduce the party’s claim to judgment, or otherwise enforce the lease contract by self-help or any available judicial procedure or nonjudicial procedure, including administrative proceeding, arbitration, or the like, in accordance with this Article.

(4) Except as otherwise provided in Section 1-305(a) of this Article of the lease agreement, the rights and remedies referred to in subsections (2) and (3) are cumulative.

(5) If the lease agreement covers both real property and goods, the party seeking enforcement may proceed under this Part as to the goods, or under other applicable law as to both the real property and the goods in accordance with that party’s rights and remedies in respect of the real property, in which case this Part does not apply.
6 Del. C. § 9-601 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-601
§ Â
        9-601. Rights after default; judicial enforcement; consignor or buyer of accounts, chattel paper, payment intangibles, or promissory notes.
Status: in_force

(a) Rights of secured party after default. — After default, a secured party has the rights provided in this part and, except as otherwise provided in Section 9-602, those provided by agreement of the parties. A secured party:

(1) may reduce a claim to judgment, foreclose, or otherwise enforce the claim, security interest, or agricultural lien by any available judicial procedure; and

(2) if the collateral is documents, may proceed either as to the documents or as to the goods they cover.

(b) Rights and duties of secured party in possession or control. — A secured party in possession of collateral or control of collateral under Section 7-106, 9-104, 9-105, 9-105A, 9-106, 9-107, or 9-107A has the rights and duties provided in Section 9-207.

(c) Rights cumulative; simultaneous exercise. — The rights under subsections (a) and (b) are cumulative and may be exercised simultaneously.

(d) Rights of debtor and obligor. — Except as otherwise provided in subsection (g) and Section 9-605, after default, a debtor and an obligor have the rights provided in this part and by agreement of the parties.

(e) Lien of levy after judgment. — If a secured party has reduced its claim to judgment, the lien of any levy that may be made upon the collateral by virtue of an execution based upon the judgment relates back to the earliest of:

(1) the date of perfection of the security interest or agricultural lien in the collateral;

(2) the date of filing a financing statement covering the collateral; or

(3) any date specified in a statute under which the agricultural lien was created.

(f) Execution sale. — A sale pursuant to an execution is a foreclosure of the security interest or agricultural lien by judicial procedure within the meaning of this section. A secured party may purchase at the sale and thereafter hold the collateral free of any other requirements of this Article.

(g) Consignor or buyer of certain rights to payment. — Except as otherwise provided in Section 9-607(c), this part imposes no duties upon a secured party that is a consignor or is a buyer of accounts, chattel paper, payment intangibles, or promissory notes.
6 Del. C. § 5007B — Delaware Code / Title 6 / Chapter 50B / Section 5007B
§ Â
        5007B. Replacement during repair; reimbursement of rental costs incurred by consumer; penalties.
Status: in_force

(a) Whenever an assistive technology device covered by a manufacturer’s express warranty is tendered by a consumer to the manufacturer, assistive technology lessor, or authorized assistive technology dealer from whom it was purchased or exchanged for the repair of a defect, malfunction, or nonconformity to which the warranty is applicable and at least 1 of the following conditions exists, the manufacturer shall provide directly to the consumer for the duration of the repair period, a replacement assistive technology device or reimbursement for the cost incurred by the consumer for renting a replacement assistive technology device. The applicable conditions are as follows:

(1) The repair period exceeds 10 working days, including the day on which the device is tendered to the dealer for repair; or

(2) The defect, malfunction, or nonconformity is the same for which the assistive technology device has been tendered to the dealer for repair on at least 2 previous occasions.

(b) This section applies for the duration of the manufacturer’s express warranty and any extension thereof.
6 Del. C. § 5111 — Delaware Code / Title 6 / Chapter 51 / Section 5111
§ Â
        5111. Inspection of packages.
Status: in_force

The Secretary of Agriculture shall, as often as necessary to provide adequate protection, weigh or measure and inspect packages or amounts of commodities kept, offered, or exposed for sale, sold, or in the process of delivery, to determine whether the same contain the amounts represented and whether they be kept, offered, or exposed for sale, or sold, in accordance with law; and when such packages or amounts of commodities are found not to contain the amounts represented, or are found to be kept, offered, or exposed for sale in violation of law, the Secretary of Agriculture may order them off sale and may so mark or tag them as to show them to be illegal. In carrying out the provisions of this section, the Secretary of Agriculture may employ recognized sampling procedures under which the compliance of a given lot of packages will be determined on the basis of the result obtained on a sample selected from and representative of such lot. No person shall (1) sell, or keep, offer, or expose for sale in intrastate commerce any package or amount of commodity that has been ordered off sale or marked or tagged as provided in this section unless and until such package or amount of commodity has been brought into full compliance with all legal requirements, or (2) dispose of any package or amount of commodity that has been ordered off sale or marked or tagged as provided in this section and that has not been brought into compliance with legal requirements, in any manner except with the specific approval of the Secretary of Agriculture.
6 Del. C. § 15-905 — Delaware Code / Title 6 / Chapter 15 / Subchapter IX / Section 15-905
§ Â
        15-905. Transfer or continuance of domestic partnerships.
Status: in_force

(a) Upon compliance with the provisions of this section, any domestic partnership may transfer to or domesticate or continue in any jurisdiction, other than any state, and, in connection therewith, may elect to continue its existence as a partnership in the State of Delaware. If a domestic partnership is transferring or domesticating or continuing under this section and has not filed a statement of partnership existence, then the domestic partnership shall file a statement of partnership existence prior to or at the time of the filing of the certificate of transfer or certificate of transfer and domestic continuance.

(b) If the partnership agreement specifies the manner of authorizing a transfer or domestication or continuance described in subsection (a) of this section, the transfer or domestication or continuance shall be authorized as specified in the partnership agreement. If the partnership agreement does not specify the manner of authorizing a transfer or domestication or continuance described in subsection (a) of this section and does not prohibit such a transfer or domestication or continuance, the transfer or domestication or continuance shall be authorized in the same manner as is specified in the partnership agreement for authorizing a merger or consolidation that involves the partnership as a constituent party to the merger or consolidation. If the partnership agreement does not specify the manner of authorizing a transfer or domestication or continuance described in subsection (a) of this section or a merger or consolidation that involves the partnership as a constituent party and does not prohibit such a transfer or domestication or continuance, the transfer or domestication or continuance shall be authorized by the approval by all the partners. If a transfer or domestication or continuance described in subsection (a) of this section shall be authorized as provided in this subsection (b) of this section, a certificate of transfer if the partnership’s existence as a partnership of the State of Delaware is to cease, or a certificate of transfer and domestic continuance if the partnership’s existence as a partnership in the State of Delaware is to continue, executed in accordance with § 15-105 of this title, shall be filed with the Secretary of State in accordance with § 15-105 of this title. The certificate of transfer or the certificate of transfer and domestic continuance shall state:

(1) The name of the partnership and, if it has been changed, the name under which its statement of partnership existence was originally filed;

(2) The date of the filing of its original statement of partnership existence with the Secretary of State;

(3) The jurisdiction to which the partnership shall be transferred or in which it shall be domesticated or continued and the name of the entity or business form formed, incorporated, created or that otherwise comes into being as a consequence of the transfer of the partnership to, or its domestication or continuance in, such foreign jurisdiction;

(4) The future effective date or time (which shall be a date or time certain) of the transfer to or domestication or continuance in the jurisdiction specified in paragraph (b)(3) of this section if it is not to be effective upon the filing of the certificate of transfer or the certificate of transfer and domestic continuance;

(5) That the transfer or domestication or continuance of the partnership has been approved in accordance with the provisions of this section;

(6) In the case of a certificate of transfer, (i) that the existence of the partnership as a partnership of the State of Delaware shall cease when the certificate of transfer becomes effective and (ii) the agreement of the partnership that it may be served with process in the State of Delaware in any action, suit or proceeding for enforcement of any obligation of the partnership arising while it was a partnership of the State of Delaware, and that it irrevocably appoints the Secretary of State as its agent to accept service of process in any such action, suit or proceeding;

(7) The address (which may not be that of the partnership’s registered agent without the written consent of the partnership’s registered agent, such consent to be filed with the certificate of transfer) to which a copy of the process referred to in paragraph (b)(6) of this section shall be mailed to it by the Secretary of State. In the event of service hereunder upon the Secretary of State, the procedures set forth in § 15-113(b) of this title shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the Secretary of State with the address specified in this subsection and any other address that the plaintiff may elect to furnish, together with copies of such process as required by the Secretary of State, and the Secretary of State shall notify the partnership that has transferred or domesticated or continued out of the State of Delaware at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 15-113(b) of this title; and

(8) In the case of a certificate of transfer and domestic continuance, that the partnership will continue to exist as a partnership of the State of Delaware after the certificate of transfer and domestic continuance becomes effective.

(c) Upon the filing with the Secretary of State of the certificate of transfer or upon the future effective date or time of the certificate of transfer and payment to the Secretary of State of all fees prescribed in this chapter, the partnership shall cease to exist as a partnership of the State. A copy of the certificate of transfer certified by the Secretary of State shall be prima facie evidence of the transfer or domestication or continuance by such partnership out of the State of Delaware. A copy of the certificate of transfer and domestic continuance certified by the Secretary of State shall be prima facie evidence of such partnership’s transfer to or domestication or continuance in another jurisdiction and its continuance as a partnership in the State of Delaware.

(d) The transfer or domestication or continuance of a partnership out of the State of Delaware in accordance with this section and the resulting cessation of its existence as a partnership of the State of Delaware pursuant to a certificate of transfer shall not be deemed to affect any obligations or liabilities of the partnership incurred prior to such transfer or domestication or continuance or the personal liability of any person incurred prior to such transfer or domestication or continuance, nor shall it be deemed to affect the choice of law applicable to the partnership with respect to matters arising prior to such transfer or domestication or continuance. Unless otherwise agreed, the transfer or domestication or continuance of a partnership out of the State of Delaware in accordance with this section shall not require such partnership to wind up its affairs under subchapter VIII of this chapter or pay its liabilities and distribute its assets under subchapter VIII of this chapter and shall not be deemed to constitute a dissolution of such partnership.

(e) If a partnership files a certificate of transfer and domestic continuance, after the time the certificate of transfer and domestic continuance becomes effective, the partnership shall continue to exist as a partnership of the State of Delaware, and the laws of the State of Delaware, including the provisions of this chapter, shall apply to the partnership, to the same extent as prior to such time. So long as a partnership continues to exist as a partnership of the State of Delaware following the filing of a certificate of transfer and domestic continuance, the continuing domestic partnership and the entity or business form formed, incorporated, created or that otherwise came into being as a consequence of the transfer of the partnership to, or its domestication or continuance in, a foreign country or other foreign jurisdiction shall, for all purposes of the laws of the State of Delaware, constitute a single entity formed, incorporated, created or otherwise having come into being, as applicable, and existing under the laws of the State of Delaware and the laws of such foreign country or other foreign jurisdiction.

(f) In connection with a transfer or domestication or continuance of a domestic partnership to or in another jurisdiction pursuant to subsection (a) of this section, rights or securities of, or interests in, such partnership may be exchanged for or converted into cash, property, rights or securities of, or interests in, the entity or business form in which the partnership will exist in such other jurisdiction as a consequence of the transfer or domestication or continuance or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, another entity or business form, may remain outstanding or may be canceled.

(g) When a domestic partnership has transferred or domesticated or continued out of the State of Delaware pursuant to this section, the transferred or domesticated or continued entity or business form shall, for all purposes of the laws of the State of Delaware, be deemed to be the same entity as the domestic partnership and shall constitute a continuation of the existence of such domestic partnership in the form of the transferred or domesticated or continued entity or business form. When any transfer or domestication or continuance of a domestic partnership out of the State of Delaware shall have become effective under this section, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of the domestic partnership that has transferred or domesticated or continued, and all property, real, personal and mixed, and all debts due to such partnership, as well as all other things and causes of action belonging to such partnership, shall remain vested in the transferred or domesticated or continued entity or business form (and also in the domestic partnership that has transferred, domesticated or continued, if and for so long as such domestic partnership continues its existence as a domestic partnership) and shall be the property of such transferred or domesticated or continued entity or business form (and also of the domestic partnership that has transferred, domesticated or continued, if and for so long as such domestic partnership continues its existence as a domestic partnership), and the title to any real property vested by deed or otherwise in such partnership shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such partnership shall be preserved unimpaired, and all debts, liabilities and duties of the domestic partnership that has transferred or domesticated or continued shall remain attached to the transferred or domesticated or continued entity or business form (and also to the domestic partnership that has transferred, domesticated or continued, if and for so long as such domestic partnership continues its existence as a domestic partnership), and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as the transferred or domesticated or continued entity or business form. The rights, privileges, powers and interests in property of the domestic partnership that has transferred or domesticated or continued, as well as the debts, liabilities and duties of such partnership, shall not be deemed, as a consequence of the transfer or domestication or continuance out of the State of Delaware, to have been transferred to the transferred or domesticated or continued entity or business form for any purpose of the laws of the State of Delaware.

(h) A partnership agreement may provide that a domestic partnership shall not have the power to transfer, domesticate or continue as set forth in this section.
6 Del. C. § 18-302 — Delaware Code / Title 6 / Chapter 18 / Subchapter III / Section 18-302
§ Â
        18-302. Classes and voting.
Status: in_force

(a) A limited liability company agreement may provide for classes or groups of members having such relative rights, powers and duties as the limited liability company agreement may provide, and may make provision for the future creation in the manner provided in the limited liability company agreement of additional classes or groups of members having such relative rights, powers and duties as may from time to time be established, including rights, powers and duties senior to existing classes and groups of members. A limited liability company agreement may provide for the taking of an action, including the amendment of the limited liability company agreement, without the vote or approval of any member or class or group of members, including an action to create under the provisions of the limited liability company agreement a class or group of limited liability company interests that was not previously outstanding. A limited liability company agreement may provide that any member or class or group of members shall have no voting rights.

(b) A limited liability company agreement may grant to all or certain identified members or a specified class or group of the members the right to vote separately or with all or any class or group of the members or managers, on any matter. Voting by members may be on a per capita, number, financial interest, class, group or any other basis.

(c) A limited liability company agreement may set forth provisions relating to notice of the time, place or purpose of any meeting at which any matter is to be voted on by any members, waiver of any such notice, action by consent without a meeting, the establishment of a record date, quorum requirements, voting in person or by proxy, or any other matter with respect to the exercise of any such right to vote.

(d) Unless otherwise provided in a limited liability company agreement, meetings of members may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting. Unless otherwise provided in a limited liability company agreement, on any matter that is to be voted on, consented to or approved by members, the members may take such action without a meeting, without prior notice and without a vote if consented to or approved, in writing, by electronic transmission or by any other means permitted by law, by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted. Unless otherwise provided in a limited liability company agreement, if a person (whether or not then a member) consenting as a member to any matter provides that such consent will be effective at a future time (including a time determined upon the happening of an event), then such person shall be deemed to have consented as a member at such future time so long as such person is then a member. Unless otherwise provided in a limited liability company agreement, on any matter that is to be voted on by members, the members may vote in person or by proxy, and such proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Unless otherwise provided in a limited liability company agreement, a consent transmitted by electronic transmission by a member or by a person or persons authorized to act for a member shall be deemed to be written and signed for purposes of this subsection.

(e) If a limited liability company agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the limited liability company agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law, including as permitted by §§ 18-209(f), 18-217(f), and 18-221(e) of this title (provided that the approval of any person may be waived by such person and that any such conditions may be waived by all persons for whose benefit such conditions were intended). Unless otherwise provided in a limited liability company agreement, a supermajority amendment provision shall only apply to provisions of the limited liability company agreement that are expressly included in the limited liability company agreement. As used in this section, “supermajority amendment provision” means any amendment provision set forth in a limited liability company agreement requiring that an amendment to a provision of the limited liability company agreement be adopted by no less than the vote or consent required to take action under such latter provision.

(f) If a limited liability company agreement does not provide for the manner in which it may be amended, the limited liability company agreement may be amended with the approval of all of the members or as otherwise permitted by law, including as permitted by §§ 18-209(f), 18-217(f), and 18-221(e) of this title. This subsection shall only apply to a limited liability company whose original certificate of formation was filed with the Secretary of State on or after January 1, 2012.
6 Del. C. § 17-601 — Delaware Code / Title 6 / Chapter 17 / Subchapter VI / Section 17-601
§ Â
        17-601. Interim distributions.
Status: in_force

Except as provided in this subchapter, to the extent and at the times or upon the happening of the events specified in the partnership agreement, a partner is entitled to receive from a limited partnership distributions before withdrawing from the limited partnership and before the dissolution and winding up thereof.
6 Del. C. § 7-207 — Delaware Code / Title 6 / Article 7 / Part 2 / Section 7-207
§ Â
        7-207. Goods must be kept separate; fungible goods.
Status: in_force

(a) 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.

(b) 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.
6 Del. C. § 1-102 — Delaware Code / Title 6 / Article 1 / Part 1 / Section 1-102
§ Â
        1-102. Scope of article.
Status: in_force

This article applies to a transaction to the extent that it is governed by another article of the Uniform Commercial Code.
6 Del. C. § 4345 — Delaware Code / Title 6 / Chapter 43 / Subchapter XI / Section 4345
§ Â
        4345. Limited exemption of salary or wages.
Status: in_force

In addition to any existing exemption under any other provisions of law, the salary or wages of a defendant are exempt from attachment for a period of 60 days from the date of default of the contract or installment account for any claim arising out of a contract or installment account subject to the provisions of this title.
6 Del. C. § 15-904 — Delaware Code / Title 6 / Chapter 15 / Subchapter IX / Section 15-904
§ Â
        15-904. Domestication of non-United States entities.
Status: in_force

(a) As used in this section and in § 15-105 of this title, “non-United States entity” means a foreign limited partnership (other than 1 formed under the laws of a state) (including a foreign limited liability limited partnership (other than 1 formed under the laws of a state)), or a corporation, a statutory trust, a business trust, an association, a real estate investment trust, a common-law trust or any other incorporated or unincorporated business or entity, including a general partnership (including a limited liability partnership) or a limited liability company, formed, incorporated, created or that otherwise came into being under the laws of any foreign country or other foreign jurisdiction (other than any state).

(b) Any non-United States entity may become domesticated as a partnership (including a limited liability partnership) in the State of Delaware by complying with subsection (g) of this section and filing with the Secretary of State in accordance with § 15-105 of this title:

(1) A certificate of partnership domestication that has been executed in accordance with § 15-105 of this title;

(2) A statement of partnership existence that complies with § 15-303 of this title and has been executed in accordance with § 15-105 of this title; and

(3) In the case of a domestication as a limited liability partnership, a statement of qualification in accordance with § 15-1001(c) of this title.

The certificate and the statements required by this subsection (b) of this section shall be filed simultaneously with the Secretary of State and, if such certificate and such statements are not to become effective upon their filing as permitted by § 15-105(h) of this title, then such certificate and such statements shall provide for the same effective date or time in accordance with § 15-105(h) of this title.

(c) The certificate of partnership domestication shall state:

(1) The date on which and jurisdiction where the non-United States entity was first formed, incorporated, created or otherwise came into being;

(2) The name of the non-United States entity immediately prior to the filing of the certificate of partnership domestication;

(3) The name of the partnership as set forth in the statement of partnership existence filed in accordance with subsection (b) of this section;

(4) The future effective date or time (which shall be a date or time certain) of the domestication as a partnership if it is not to be effective upon the filing of the certificate of partnership domestication and the statement of partnership existence;

(5) The jurisdiction that constituted the seat, siege social, or principal place of business or central administration of the non-United States entity, or any other equivalent thereto under applicable law, immediately prior to the filing of the certificate of partnership domestication;

(6) That the domestication has been approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-Delaware law, as appropriate; and

(7) In the case of a domestication as a limited liability partnership, that the partnership agreement of the partnership states that the partnership shall be a limited liability partnership.

(d) Upon the filing with the Secretary of State of the certificate of partnership domestication, the statement of partnership existence and the statement of qualification (if applicable) or upon the future effective date or time of the certificate of partnership domestication, the statement of partnership existence and the statement of qualification (if applicable), the non-United States entity shall be domesticated as a partnership (including a limited liability partnership, if applicable) in the State of Delaware and the partnership shall thereafter be subject to all of the provisions of this chapter, provided that the existence of the partnership shall be deemed to have commenced on the date the non-United States entity commenced its existence in the jurisdiction in which the non-United States entity was first formed, incorporated, created or otherwise came into being.

(e) The domestication of any non-United States entity as a partnership (including a limited liability partnership) in the State of Delaware shall not be deemed to affect any obligations or liabilities of the non-United States entity incurred prior to its domestication as a partnership in the State of Delaware, or the personal liability of any person therefor.

(f) The filing of a certificate of partnership domestication shall not affect the choice of law applicable to the non-United States entity, except that from the effective date or time of the domestication, the laws of the State of Delaware, including the provisions of this chapter, shall apply to the non-United States entity to the same extent as if the non-United States entity had been formed as a partnership on that date.

(g) Prior to the time a certificate of partnership domestication becomes effective as provided in this chapter, the domestication shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-Delaware law, as appropriate, and a partnership agreement shall be approved by the same authorization required to approve the domestication; provided that, in the event the continuing domestic partnership is not a limited liability partnership, such approval shall include the approval of any person who, at the effective date or time of the domestication, shall be a partner of the partnership.

(h) When any domestication shall have become effective under this section, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of the non-United States entity that has been domesticated, and all property, real, personal and mixed, and all debts due to such non-United States entity, as well as all other things and causes of action belonging to such non-United States entity, shall remain vested in the domestic partnership to which such non-United States entity has been domesticated (and also in the non-United States entity, if and for so long as the non-United States entity continues its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication) and shall be the property of such domestic partnership (and also of the non-United States entity, if and for so long as the non-United States entity continues its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication), and the title to any real property vested by deed or otherwise in such non-United States entity shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such non-United States entity shall be preserved unimpaired, and all debts, liabilities and duties of the non-United States entity that has been domesticated shall remain attached to the domestic partnership to which such non-United States entity has been domesticated (and also to the non-United States entity, if and for so long as the non-United States entity continues its existence in the foreign jurisdiction in which it was existing immediately prior to the domestication), and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a domestic partnership. The rights, privileges, powers and interests in property of the non-United States entity, as well as the debts, liabilities and duties of the non-United States entity, shall not be deemed, as a consequence of the domestication, to have been transferred to the domestic partnership to which such non-United States entity has domesticated for any purpose of the laws of the State of Delaware.

(i) When a non-United States entity has become domesticated as a domestic partnership pursuant to this section, for all purposes of the laws of the State of Delaware, the domestic partnership shall be deemed to be the same entity as the domesticating non-United States entity and the domestication shall constitute a continuation of the existence of the domesticating non-United States entity in the form of a domestic partnership. Unless otherwise agreed, for all purposes of the laws of the State of Delaware, the domesticating non-United States entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the domestication shall not be deemed to constitute a dissolution of such non-United States entity. If, following domestication, a non-United States entity that has become domesticated as a domestic partnership continues its existence in the foreign country or other foreign jurisdiction in which it was existing immediately prior to domestication, the domestic partnership and such non-United States entity shall, for all purposes of the laws of the State of Delaware, constitute a single entity formed, incorporated, created or otherwise having come into being, as applicable, and existing under the laws of the State of Delaware and the laws of such foreign country or other foreign jurisdiction.

(j) In connection with a domestication hereunder, rights or securities of, or interests in, the non-United States entity that is to be domesticated as a domestic partnership may be exchanged for or converted into cash, property, rights or securities of, or interests in, such domestic partnership or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, another domestic partnership or other entity, may remain outstanding or may be canceled.

(k) In connection with the domestication of a non-United States entity as a domestic partnership (including a limited liability partnership), a person is admitted as a partner of the partnership as provided in the partnership agreement. For the purpose of § 15-306(b) of this title, a person who, at the effective time or date of the domestication of any non-United States entity as a domestic partnership (including a limited liability partnership), is a partner of the partnership, shall be deemed admitted as a partner of the partnership at the effective date or time of such domestication.
6 Del. C. § 2413B — Delaware Code / Title 6 / Chapter 24B / Subchapter II / Section 2413B
§ Â
        2413B. Foreclosure consulting contract.
Status: reserved

(a) A foreclosure consulting contract shall be in writing and provided to the homeowner, without changes, alterations, or modification, for review at least 24 hours before it signed by the homeowner.

(b) A foreclosure consulting contract shall be printed in at least 12-point type and shall include the name and address of the foreclosure consultant to which a Notice of Cancellation can be mailed and the date the homeowner signed the contract.

(c) A foreclosure consulting contract shall fully disclose the exact nature of the foreclosure consulting services to be provided and the total amount and terms of any compensation to be received by the foreclosure consultant.

(d) A foreclosure consulting contract shall be dated and personally signed, with each page being initialed, by both the homeowner of the residence in default and the foreclosure consultant and shall be witnessed and acknowledged by a notary public in the presence of the homeowner at the time the contract is signed by the homeowner.

(e) A foreclosure consulting contract shall contain the following notice, which shall be printed in at least 14-point bold-face type, completed with the name of the foreclosure consultant, and located in immediate proximity to the space reserved for the homeowner’s signature:

NOTICE REQUIRED BY DELAWARE LAW

[Name of foreclosure consultant] or anyone working for that company or individual CANNOT ask you to sign or have you sign any lien, mortgage or deed as part of signing this agreement unless the terms of the transfer or encumbrance are specified in this document and you are given a separate explanation of the precise nature of the transaction.

[Name of foreclosure consultant] or anyone working for that company or individual CANNOT guarantee you that they will be able to refinance your home or arrange for you to keep your home. Continue making mortgage payments until a refinancing, if applicable, is approved.

You may at any time cancel this contract, without penalty of any kind. If you want to cancel this contract, mail or deliver a signed and dated copy of the Notice of Cancellation, or any other written notice indicating your intent to cancel, to [name and address of the foreclosure consultant].

As part of any cancellation, you, the homeowner, must repay any money actually spent on your behalf by [name of foreclosure consultant] prior to receipt of this notice and as a result of this agreement, within sixty days, along with interest at the primary credit rate established by the United States Federal Reserve Board plus 2 percentage points, with the total interest rate not to exceed 8% per year.

THIS IS AN IMPORTANT LEGAL CONTRACT AND COULD RESULT IN THE LOSS OF YOUR HOME. CONTACT AN ATTORNEY FOR LEGAL ADVICE OR A HOUSING COUNSELOR APPROVED BY THE FEDERAL DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT FOR OTHER OPTIONS WITH YOUR LENDER BEFORE SIGNING.

(f) A completed form in duplicate, entitled “NOTICE OF CANCELLATION”, shall accompany the foreclosure consulting contract. The Notice of Cancellation shall:

(1) Be on a separate sheet of paper attached to the contract;

(2) Be easily detachable; and

(3) Contain the following statement, printed in at least 14-point type:

NOTICE OF CANCELLATION

Date of Contract: [Contract date]

To: __[Name of foreclosure consultant]

____ [Address of foreclosure consultant]

________________

I hereby cancel this contract.

[Signature date] ________________________________________________[Homeowner’s signature]

________________

(g) A notice of cancellation need not take the particular form specified in this subchapter or any form contained in any agreement with the foreclosure consultant, and is effective, however expressed, if it indicates the intention of the homeowner to cancel the foreclosure consulting contract.

(h) If a foreclosure reconveyance is included in a foreclosure consulting contract or arranged after the execution of a foreclosure consulting contract, the foreclosure purchaser shall provide the homeowner with a document entitled “NOTICE OF RIGHT TO RESCIND TRANSFER OF DEED OR TITLE” in the form required under subchapter III of this chapter.

(i) The foreclosure consultant shall provide to the homeowner a signed, dated, and acknowledged copy of the foreclosure consulting contract and the attached Notice of Cancellation immediately upon execution of the contract.
6 Del. C. § 17-211 — Delaware Code / Title 6 / Chapter 17 / Subchapter II / Section 17-211
§ Â
        17-211. Merger and consolidation.
Status: in_force

(a) As used in this section and in §§ 17-220, 17-222, 17-223 and 17-224 of this title, “other business entity” means a corporation, a statutory trust, a business trust, an association, a real estate investment trust, a common-law trust, a limited liability company, or any other incorporated or unincorporated business or entity, including a partnership (whether general (including a limited liability partnership) or limited (including a foreign limited liability limited partnership), but excluding a domestic limited partnership). As used in this section and in §§ 17-212 and 17-301 of this title, “plan of merger” means a writing approved by a domestic limited partnership, in the form of resolutions or otherwise, that states the terms and conditions of a merger under subsection (l) of this section.

(b) Pursuant to an agreement of merger or consolidation, 1 or more domestic limited partnerships may merge or consolidate with or into 1 or more domestic limited partnerships or 1 or more other business entities formed or organized under the laws of the State of Delaware or any other state or the United States or any foreign country or other foreign jurisdiction, or any combination thereof, with such domestic limited partnership or other business entity as the agreement shall provide being the surviving or resulting domestic limited partnership or other business entity. Unless otherwise provided in the partnership agreement, an agreement of merger or consolidation or a plan of merger shall be approved by each domestic limited partnership which is to merge or consolidate: (1) by all general partners; and (2) by limited partners who own more than 50 percent of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners. In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a limited partnership or other business entity which is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving or resulting limited partnership or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, a limited partnership or other business entity which is not the surviving or resulting limited partnership or other business entity in the merger or consolidation, may remain outstanding or may be canceled. Notwithstanding prior approval, an agreement of merger or consolidation or a plan of merger may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation or plan of merger. Unless otherwise provided in a partnership agreement, a limited partnership whose original certificate of limited partnership was filed with the Secretary of State and effective on or prior to July 31, 2015, shall continue to be governed by clause (2) of this subsection as in effect on July 31, 2015.

(c) Except in the case of a merger under subsection (l) of this section, if a domestic limited partnership is merging or consolidating under this section, the domestic limited partnership or other business entity surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation executed by at least 1 general partner on behalf of the domestic limited partnership when it is the surviving or resulting entity in the office of the Secretary of State. The certificate of merger or consolidation shall state:

(1) The name, jurisdiction of formation or organization and type of entity of each of the domestic limited partnerships and other business entities which is to merge or consolidate;

(2) That an agreement of merger or consolidation has been approved and executed by each of the domestic limited partnerships and other business entities which is to merge or consolidate;

(3) The name of the surviving or resulting domestic limited partnership or other business entity;

(4) In the case of a merger in which a domestic limited partnership is the surviving entity, such amendments, if any, to the certificate of limited partnership of the surviving domestic limited partnership (and in the case of a surviving domestic limited partnership that is a limited liability limited partnership, to the statement of qualification of such surviving domestic limited partnership filed under § 15-1001 of this title) as are desired to be effected by the merger (which amendments may amend and restate the certificate of limited partnership of the surviving domestic limited partnership in its entirety);

(5) In the case of a consolidation in which the resulting entity is a domestic limited partnership, that the certificate of limited partnership of the resulting domestic limited partnership shall be as set forth in an attachment to the certificate of consolidation;

(6) The future effective date or time (which shall be a date or time certain) of the merger or consolidation if it is not to be effective upon the filing of the certificate of merger or consolidation;

(7) That the agreement of merger or consolidation is on file at a place of business of the surviving or resulting domestic limited partnership or other business entity, and shall state the address thereof;

(8) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting domestic limited partnership or other business entity, on request and without cost, to any partner of any domestic limited partnership or any person holding an interest in any other business entity which is to merge or consolidate; and

(9) If the surviving or resulting entity is not a domestic limited partnership (including a limited liability limited partnership), or a corporation, limited liability company, partnership (including a limited liability partnership) or statutory trust organized under the laws of the State of Delaware, a statement that such surviving or resulting other business entity agrees that it may be served with process in the State of Delaware in any action, suit or proceeding for the enforcement of any obligation of any domestic limited partnership which is to merge or consolidate, irrevocably appointing the Secretary of State as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the Secretary of State. Process may be served upon the Secretary of State under this subsection by means of electronic transmission but only as prescribed by the Secretary of State. The Secretary of State is authorized to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate. In the event of service hereunder upon the Secretary of State, the procedures set forth in § 17-911(c) of this title shall be applicable, except that the plaintiff in any such action, suit or proceeding shall furnish the Secretary of State with the address specified in the certificate of merger or consolidation provided for in this section and any other address which the plaintiff may elect to furnish, together with copies of such process as required by the Secretary of State, and the Secretary of State shall notify such surviving or resulting other business entity at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 17-911(c) of this title.

(d) Any failure to file a certificate of merger or consolidation in connection with a merger or consolidation pursuant to this section which was effective prior to September 1, 1988, shall not affect the validity or effectiveness of any such merger or consolidation.

(e) Unless a future effective date or time is provided in a certificate of merger or consolidation, or in the case of a merger under subsection (l) of this section in a certificate of ownership and merger, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the Office of the Secretary of State of a certificate of merger or consolidation or a certificate of ownership and merger.

(f) A certificate of merger or consolidation or a certificate of ownership and merger shall act as a certificate of cancellation for a domestic limited partnership which is not the surviving or resulting entity in the merger or consolidation. A certificate of merger or a certificate of ownership and merger that sets forth any amendment in accordance with paragraph (c)(4) or subsection (l) of this section shall be deemed to be an amendment to the certificate of limited partnership (and if applicable to the statement of qualification) of the limited partnership, and the limited partnership shall not be required to take any further action to amend its certificate of limited partnership under § 17-202 or § 17-210 of this title (or if applicable its statement of qualification under § 15-105 of this title) with respect to such amendments set forth in the certificate of merger or certificate of ownership and merger. Whenever this section requires the filing of a certificate of merger or consolidation, such requirement shall be deemed satisfied by the filing of an agreement of merger or consolidation containing the information required by this section to be set forth in the certificate of merger or consolidation.

(g) An agreement of merger or consolidation or a plan of merger approved in accordance with subsection (b) of this section may (1) effect any amendment to the partnership agreement or (2) effect the adoption of a new partnership agreement, in either case, for a limited partnership if it is the surviving or resulting limited partnership in the merger or consolidation. Any amendment to a partnership agreement or adoption of a new partnership agreement made pursuant to the foregoing sentence shall be effective at the effective time or date of the merger or consolidation and shall be effective notwithstanding any provision of the partnership agreement relating to amendment or adoption of a new partnership agreement, other than a provision that by its terms applies to an amendment to the partnership agreement or the adoption of a new partnership agreement, in either case, in connection with a merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in a partnership agreement or other agreement or as otherwise permitted by law, including that the partnership agreement of any constituent limited partnership to the merger or consolidation (including a limited partnership formed for the purpose of consummating a merger or consolidation) shall be the partnership agreement of the surviving or resulting limited partnership. Unless otherwise provided in a partnership agreement, a limited partnership whose original certificate of limited partnership was filed with the Secretary of State and effective on or prior to July 31, 2005, shall continue to be governed by this subsection as in effect on July 31, 2005.

(h) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of the State of Delaware, all of the rights, privileges and powers of each of the domestic limited partnerships and other business entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of said domestic limited partnerships and other business entities, as well as all other things and causes of action belonging to each of such domestic limited partnerships and other business entities, shall be vested in the surviving or resulting domestic limited partnership or other business entity, and shall thereafter be the property of the surviving or resulting domestic limited partnership or other business entity as they were of each of the domestic limited partnerships and other business entities that have merged or consolidated, and the title to any real property vested by deed or otherwise, under the laws of the State of Delaware, in any of such domestic limited partnerships and other business entities, shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of any of said domestic limited partnerships and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the said domestic limited partnerships and other business entities that have merged or consolidated shall thenceforth attach to the surviving or resulting domestic limited partnership or other business entity, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. Unless otherwise agreed, a merger or consolidation of a domestic limited partnership, including a domestic limited partnership which is not the surviving or resulting entity in the merger or consolidation, shall not require such domestic limited partnership to wind up its affairs under § 17-803 of this title or pay its liabilities and distribute its assets under § 17-804 of this title, and the merger or consolidation shall not constitute a dissolution of such limited partnership.

(i) Except as provided by agreement with a person to whom a general partner of a limited partnership is obligated, a merger or consolidation of a limited partnership that has become effective shall not affect any obligation or liability existing at the time of such merger or consolidation of a general partner of a limited partnership which is merging or consolidating.

(j) If a limited partnership is a constituent party to a merger or consolidation that shall have become effective, but the limited partnership is not the surviving or resulting entity of the merger or consolidation, then a judgment creditor of a general partner of such limited partnership may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the surviving or resulting entity of the merger or consolidation unless:

(1) A judgment based on the same claim has been obtained against the surviving or resulting entity of the merger or consolidation and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(2) The surviving or resulting entity of the merger or consolidation is a debtor in bankruptcy;

(3) The general partner has agreed that the creditor need not exhaust the assets of the limited partnership that was not the surviving or resulting entity of the merger or consolidation;

(4) The general partner has agreed that the creditor need not exhaust the assets of the surviving or resulting entity of the merger or consolidation;

(5) A court grants permission to the judgment creditor to levy execution against the assets of the general partner based on a finding that the assets of the surviving or resulting entity of the merger or consolidation that are subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of the assets of the surviving or resulting entity of the merger or consolidation is excessively burdensome, or that the grant of permission is an appropriate exercise of the court’s equitable powers; or

(6) Liability is imposed on the general partner by law or contract independent of the existence of the surviving or resulting entity of the merger or consolidation.

(k) A partnership agreement may provide that a domestic limited partnership shall not have the power to merge or consolidate as set forth in this section.

(l) In any case in which (i) at least 90% of the outstanding shares of each class of the stock of a corporation or corporations (other than a corporation which has in its certificate of incorporation the provision required by § 251(g)(7)(A) and (B) of Title 8), of which class there are outstanding shares that, absent § 267(a) of Title 8, would be entitled to vote on such merger, is owned by a domestic limited partnership, (ii) 1 or more of such corporations is a corporation of the State of Delaware, and (iii) any corporation that is not a corporation of the State of Delaware is a corporation of any other state or the District of Columbia or another jurisdiction, the laws of which do not forbid such merger, the domestic limited partnership having such stock ownership may either merge the corporation or corporations into itself and assume all of its or their obligations, or merge itself, or itself and 1 or more of such corporations, into 1 of the other corporations, pursuant to a plan of merger. If a domestic limited partnership is causing a merger under this subsection, the domestic limited partnership shall file a certificate of ownership and merger executed by at least 1 general partner on behalf of the domestic limited partnership in the office of the Secretary of State. The certificate of ownership and merger shall certify that such merger was authorized in accordance with the domestic limited partnership’s partnership agreement and this chapter, and if the domestic limited partnership shall not own all the outstanding stock of all the corporations that are parties to the merger, shall state the terms and conditions of the merger, including the securities, cash, property, or rights to be issued, paid, delivered or granted by the surviving domestic limited partnership or corporation upon surrender of each share of the corporation or corporations not owned by the domestic limited partnership, or the cancellation of some or all of such shares. The terms and conditions of the merger may not result in a holder of stock in a corporation becoming a general partner in a surviving domestic limited partnership (other than a limited liability limited partnership). In the case of a merger under this subsection in which a domestic limited partnership is the surviving entity, the certificate of ownership and merger may also state such amendments, if any, to the certificate of limited partnership of the surviving domestic limited partnership (and in the case of a surviving domestic limited partnership that is a limited liability limited partnership, to the statement of qualification of such surviving domestic limited partnership filed under § 15-1001 of this title) as are desired to be effected by the merger (which amendments may amend and restate the certificate of limited partnership of the surviving domestic limited partnership in its entirety). If a corporation surviving a merger under this subsection is not a corporation organized under the laws of the State of Delaware, then the terms and conditions of the merger shall obligate such corporation to agree that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of the domestic limited partnership or any obligation of any constituent corporation of the State of Delaware, as well as for enforcement of any obligation of the surviving corporation, including any suit or other proceeding to enforce the right of any stockholders as determined in appraisal proceedings pursuant to § 262 of Title 8, and to irrevocably appoint the Secretary of State as its agent to accept service of process in any such suit or other proceedings, and to specify the address to which a copy of such process shall be mailed by the Secretary of State. Process may be served upon the Secretary of State under this subsection by means of electronic transmission but only as prescribed by the Secretary of State. The Secretary of State is authorized to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate. In the event of such service upon the Secretary of State in accordance with this subsection, the Secretary of State shall forthwith notify such surviving corporation thereof by letter, directed to such surviving corporation at its address so specified, unless such surviving corporation shall have designated in writing to the Secretary of State a different address for such purpose, in which case it shall be mailed to the last address so designated. Such letter shall be sent by a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Such letter shall enclose a copy of the process and any other papers served on the Secretary of State pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of State that service is being effected pursuant to this subsection and to pay the Secretary of State the sum of $50 for the use of the State of Delaware, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and the defendant, the title, docket number and nature of the proceeding in which process has been served, the fact that service has been effected pursuant to this subsection, the return date thereof, and the day and hour service was made. The Secretary of State shall not be required to retain such information longer than 5 years from receipt of the service of process.
6 Del. C. § 2-317 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-317
§ Â
        2-317. Cumulation and conflict of warranties express or implied.
Status: in_force

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:

(a) Exact or technical specifications displace an inconsistent sample or model or general language of description.

(b) A sample from an existing bulk displaces inconsistent general language of description.

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