6 Del. C. § 17-302 — Delaware Code / Title 6 / Chapter 17 / Subchapter III / Section 17-302
§ Â
        17-302. Classes and voting.
Status: in_force

(a) A partnership agreement may provide for classes or groups of limited partners having such relative rights, powers and duties as the partnership agreement may provide, and may make provision for the future creation in the manner provided in the partnership agreement of additional classes or groups of limited partners 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 limited partners.

A partnership agreement may provide for the taking of an action, including the amendment of the partnership agreement, without the vote or approval of any limited partner or class or group of limited partners, including an action to create under the provisions of the partnership agreement a class or group of partnership interests that was not previously outstanding.

(b) Subject to § 17-303 of this title, the partnership agreement may grant to all or certain identified limited partners or a specified class or group of the limited partners the right to vote separately or with all or any class or group of the limited partners or the general partners, on any matter. Voting by limited partners may be on a per capita, number, financial interest, class, group or any other basis.

(c) A partnership 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 limited partners, 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) Any right or power, including voting rights, granted to limited partners as permitted under § 17-303 of this title shall be deemed to be permitted by this section.

(e) Unless otherwise provided in a partnership agreement, meetings of limited partners 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 partnership agreement, on any matter that is to be voted on, consented to or approved by limited partners, the limited partners 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 limited partners 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 limited partners entitled to vote thereon were present and voted. Unless otherwise provided in a partnership agreement, if a person (whether or not then a limited partner) consenting as a limited partner 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 limited partner at such future time so long as such person is then a limited partner. Unless otherwise provided in a partnership agreement, on any matter that is to be voted on by limited partners, the limited partners 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 partnership agreement, a consent transmitted by electronic transmission by a limited partner or by a person or persons authorized to act for a limited partner shall be deemed to be written and signed for purposes of this subsection.

(f) If a partnership 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 partnership agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law, including as permitted by §§ 17-211(g), 17-220(f), and 17-224(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). If a partnership agreement does not provide for the manner in which it may be amended, the partnership agreement may be amended with the approval of all the partners or as otherwise permitted by law, including as permitted by §§ 17-211(g), 17-220(f), and 17-224(e) of this title. A limited partner and any class or group of limited partners have the right to vote only on matters as specifically set forth in this chapter, on matters specifically provided by agreement, including a partnership agreement, and on any matter with respect to which a general partner may determine in its discretion to seek a vote of a limited partner or a class or group of limited partners if a vote on such matter is not contrary to a partnership agreement or another agreement to which a general partner or the limited partnership is a party. A limited partner and any class or group of limited partners have no other voting rights. A partnership agreement may provide that any limited partner or class or group of limited partners shall have no voting rights. Unless otherwise provided in a partnership agreement, a supermajority amendment provision shall only apply to provisions of the partnership agreement that are expressly included in the partnership agreement. As used in this section, “supermajority amendment provision” means any amendment provision set forth in a partnership agreement requiring that an amendment to a provision of the partnership agreement be adopted by no less than the vote or consent required to take action under such latter provision.
6 Del. C. § 7-602 — Delaware Code / Title 6 / Article 7 / Part 6 / Section 7-602
§ Â
        7-602. Judicial process against goods covered by negotiable document of title.
Status: in_force

Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to goods in the possession of a bailee for which a negotiable document of title is outstanding unless possession or control of the document is first surrendered to the bailee or the document’s negotiation is enjoined. The bailee may not be compelled to deliver the goods pursuant to process until possession or control of the document is surrendered to the bailee or to the court. A purchaser of the document for value without notice of the process or injunction takes free of the lien imposed by judicial process.
6 Del. C. § 2507E — Delaware Code / Title 6 / Chapter 25E / Section 2507E
§ Â
        2507E. Evictions.
Status: in_force

(a) During a covered period, a landlord may only evict a federal worker for nonpayment from premises that are occupied or intended to be occupied primarily as a residence with an order of a court.

(b) A court may stay eviction proceedings against a federal worker for a period of 30 days if the court finds that the ability of the federal worker to comply with the lease obligations has been materially affected by the shutdown. The court may extend the stay if, in the opinion of the court, justice and equity require.
6 Del. C. § 18-221 — Delaware Code / Title 6 / Chapter 18 / Subchapter II / Section 18-221
§ Â
        18-221. Merger and consolidation of registered series.
Status: in_force

(a) Pursuant to an agreement of merger or consolidation, 1 or more registered series may merge or consolidate with or into 1 or more other registered series of the same limited liability company with such registered series as the agreement shall provide being the surviving or resulting registered series. Unless otherwise provided in the limited liability company agreement, an agreement of merger or consolidation shall be approved by each registered series which is to merge or consolidate by members of such registered series who own more than 50 percent of the then current percentage or other interest in the profits of such registered series owned by all of the members of such registered series. In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a registered series 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 registered series 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 domestic limited liability company or other business entity which is not the surviving or resulting registered series in the merger or consolidation, may remain outstanding or may be canceled. Notwithstanding prior approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation.

(b) If a registered series is merging or consolidating under this section, the registered series surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation of registered series executed by 1 or more authorized persons on behalf of the registered series when it is the surviving or resulting registered series in the office of the Secretary of State. The certificate of merger or consolidation of registered series shall state:

(1) The name of each registered series which is to merge or consolidate and the name of the limited liability company that formed such registered series;

(2) That an agreement of merger or consolidation has been approved and executed by or on behalf of each registered series which is to merge or consolidate;

(3) The name of the surviving or resulting registered series;

(4) Such amendments, if any, to the certificate of registered series of the surviving registered series as are desired to be effected by the merger (which amendments may amend and restate the certificate of registered series of the surviving registered series in its entirety);

(5) 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 of registered series;

(6) That the agreement of merger or consolidation is on file at a place of business of the surviving or resulting registered series or the limited liability company that formed such registered series, and shall state the address thereof; and

(7) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting registered series, on request and without cost, to any member of any registered series which is to merge or consolidate.

(c) Unless a future effective date or time is provided in a certificate of merger or consolidation of registered series, a merger or consolidation pursuant to this section shall be effective upon the filing in the office of the Secretary of State of a certificate of merger or consolidation of registered series.

(d) A certificate of merger or consolidation of registered series shall act as a certificate of cancellation of the certificate of registered series of the registered series which is not the surviving or resulting registered series in the merger or consolidation. A certificate of merger or consolidation of registered series that sets forth any amendment in accordance with paragraph (b)(4) of this section shall be deemed to be an amendment to the certificate of registered series of the surviving registered series, and no further action shall be required to amend the certificate of registered series of the surviving registered series under § 18-218 of this title with respect to such amendments set forth in such certificate of merger or consolidation. Whenever this section requires the filing of a certificate of merger or consolidation of registered series, 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 such certificate of merger or consolidation.

(e) An agreement of merger or consolidation approved in accordance with subsection (a) of this section may effect any amendment to the limited liability company agreement relating solely to the registered series that are constituent parties to the merger or consolidation.

Any amendment to a limited liability company agreement relating solely to the registered series that are constituent parties to the merger or consolidation 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 limited liability company agreement relating to amendment of the limited liability company agreement, other than a provision that by its terms applies to an amendment to the limited liability company agreement 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 limited liability company agreement or other agreement or as otherwise permitted by law, including that the limited liability company agreement relating to any constituent registered series to the merger or consolidation (including a registered series formed for the purpose of consummating a merger or consolidation) shall be the limited liability company agreement of the surviving or resulting registered series.

(f) 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 registered series that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of said registered series, as well as all other things and causes of action belonging to each of such registered series, shall be vested in the surviving or resulting registered series, and shall thereafter be the property of the surviving or resulting registered series as they were of each of the registered series 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 registered 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 any of said registered series shall be preserved unimpaired, and all debts, liabilities and duties of each of the said registered series that have merged or consolidated shall thenceforth attach to the surviving or resulting registered series, 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 registered series of a limited liability company, including a registered series which is not the surviving or resulting registered series in the merger or consolidation, shall not require such registered series to wind up its affairs under § 18-218 of this title, or pay its liabilities and distribute its assets under § 18-218 of this title and the merger or consolidation shall not constitute a dissolution of such registered series.

(g) A limited liability company agreement may provide that a registered series of such limited liability company shall not have the power to merge or consolidate as set forth in this section.
6 Del. C. § 2578 — Delaware Code / Title 6 / Chapter 25 / Subchapter VII / Section 2578
§ Â
        2578. Property condition report form [For application of section, see 80 Del. Laws, c. 145, Ââ3].
Status: in_force

(a) The Delaware Real Estate Commission shall develop a standard form or forms to be used as the Seller’s Disclosure of Real Property Condition Report, for the disclosure of the condition of residential real property. This form or forms for different circumstances shall be promulgated and amended from time to time by the Real Estate Commission, including such additional relevant content as the Commission deems appropriate.

(b) The form for new construction shall include the following:

“An automatic fire sprinkler system or other fire suppression systems may be available. For further information, visit www.statefiremarshall.delaware.gov.”.

(c) Each form shall also include the following:

“The cost of repairing and repaving the streets adjacent to the property is paid for by (check one):

____ The property owner(s), estimated fees: $______.

____ Delaware Department of Transportation or the State.

____ Unknown.

Note to Buyer: Repairing and repaving of the streets can be very costly.”

(d) Each form shall also include the results of the radon test or tests required to be disclosed by § 2572A of this title.
6 Del. C. § 9-623 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-623
§ Â
        9-623. Right to redeem collateral.
Status: in_force

(a) Persons that may redeem. — A debtor, any secondary obligor, or any other secured party or lienholder may redeem collateral.

(b) Requirements for redemption. — To redeem collateral, a person shall tender:

(1) fulfillment of all obligations secured by the collateral; and

(2) the reasonable expenses and attorney’s fees described in Section 9-615(a)(1).

(c) When redemption may occur. — A redemption may occur at any time before a secured party:

(1) has collected collateral under Section 9-607;

(2) has disposed of collateral or entered into a contract for its disposition under Section 9-610; or

(3) has accepted collateral in full or partial satisfaction of the obligation it secures under Section 9-622.
6 Del. C. § 9-304 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-304
§ Â
        9-304. Law governing perfection and priority of security interests in deposit accounts.
Status: in_force

(a) Law of bank’s jurisdiction governs. — The local law of a bank’s jurisdiction governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a deposit account maintained with that bank even if the transaction does not bear any relation to the bank’s jurisdiction.

(b) Bank’s jurisdiction. — The following rules determine a bank’s jurisdiction for purposes of this part:

(1) If an agreement between the bank and the debtor governing the deposit account expressly provides that a particular jurisdiction is the bank’s jurisdiction for purposes of this part, this Article, or the Uniform Commercial Code, that jurisdiction is the bank’s jurisdiction.

(2) If paragraph (1) does not apply and an agreement between the bank and its customer governing the deposit account expressly provides that the agreement is governed by the law of a particular jurisdiction, that jurisdiction is the bank’s jurisdiction.

(3) If neither paragraph (1) nor paragraph (2) applies and an agreement between the bank and its customer governing the deposit account expressly provides that the deposit account is maintained at an office in a particular jurisdiction, that jurisdiction is the bank’s jurisdiction.

(4) If none of the preceding paragraphs applies, the bank’s jurisdiction is the jurisdiction in which the office identified in an account statement as the office serving the customer’s account is located.

(5) If none of the preceding paragraphs applies, the bank’s jurisdiction is the jurisdiction in which the chief executive office of the bank is located.
6 Del. C. § 2-103 — Delaware Code / Title 6 / Article 2 / Part 1 / Section 2-103
§ Â
        2-103. Definitions and index of definitions.
Status: repealed

(1) In this Article unless the context otherwise requires:

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

(b) [Repealed.]

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

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

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

“Acceptance”. Section 2-606.

“Banker’s credit”. Section 2-325.

“Between merchants”. Section 2-104.

“Cancellation”. Section 2-106(4).

“Commercial unit”. Section 2-105.

“Confirmed credit”. Section 2-325.

“Conforming to contract”. Section 2-106.

“Contract for sale”. Section 2-106.

“Cover”. Section 2-712.

“Entrusting”. Section 2-403.

“Financing agency”. Section 2-104.

“Future goods”. Section 2-105.

“Goods”. Section 2-105.

“Identification”. Section 2-501.

“Installment contract”. Section 2-612.

“Letter of Credit”. Section 2-325.

“Lot”. Section 2-105.

“Merchant”. Section 2-104.

“Overseas”. Section 2-323.

“Person in position of seller”. Section 2-707.

“Present sale”. Section 2-106.

“Sale”. Section 2-106.

“Sale on approval”. Section 2-326.

“Sale or return”. Section 2-326.

“Termination”. Section 2-106.

(3) “Control” as provided in § 7-106 and the following definitions in other Articles apply to this Article:

“Check”. Section 3-104.

“Consignee”. Section 7-102.

“Consignor”. Section 7-102.

“Consumer goods”. Section 9-102.

“Dishonor”. Section 3-502.

“Draft”. Section 3-104.

(4) In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.
6 Del. C. § 4512 — Delaware Code / Title 6 / Chapter 45 / Section 4512
§ Â
        4512. Enforcement by the Attorney General.
Status: in_force

(a) Whenever the Attorney General has reasonable cause to believe that any person or group of persons is engaging in a pattern of discriminatory public accommodation practices, that any person or group of persons has been denied any of the rights granted by this chapter and such denial raises an issue of general public importance or that any party to a conciliation agreement has breached such agreement, the Attorney General may commence a civil action in the Superior Court, Court of Chancery or both in any county of the State for appropriate relief including, but not limited to, equitable relief, monetary damages, reasonable attorneys’ fees, costs and expenses. To vindicate the public interest, the court may assess a civil penalty to be paid to the Special Administration Fund in an amount not exceeding $25,000 for a first violation of this section and in an amount not exceeding $50,000 for any subsequent violation of this section.

(b) When a civil action is initiated by the Attorney General pursuant to this section, no Court shall charge fees of any kind in such proceeding to the Attorney General, the Commission or any of its members.
6 Del. C. § 2589 — Delaware Code / Title 6 / Chapter 25 / Subchapter IX / Section 2589
§ Â
        2589. Advertisement of home food service plans.
Status: in_force

Any advertisement of a home food service plan which discloses item pricing information in accordance with the provisions of this subchapter shall set forth in a clear and conspicuous manner whether there are any service charges or other additional costs associated with the purchase of the home food service plan.
6 Del. C. § 8-306 — Delaware Code / Title 6 / Article 8 / Part 3 / Section 8-306
§ Â
        8-306. Effect of guaranteeing signature, endorsement, or instruction.
Status: in_force

(a) A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing:

(1) the signature was genuine;

(2) the signer was an appropriate person to endorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and

(3) the signer had legal capacity to sign.

(b) A person who guarantees a signature of the originator of an instruction warrants that at the time of signing:

(1) the signature was genuine;

(2) the signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty; and

(3) the signer had legal capacity to sign.

(c) A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under subsection (b) and also warrants that at the time the instruction is presented to the issuer:

(1) the person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and

(2) the transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction.

(d) A guarantor under subsections (a) and (b) or a special guarantor under subsection (c) does not otherwise warrant the rightfulness of the transfer.

(e) A person who guarantees an endorsement of a security certificate makes the warranties of a signature guarantor under subsection (a) and also warrants the rightfulness of the transfer in all respects.

(f) A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under subsection (c) and also warrants the rightfulness of the transfer in all respects.

(g) An issuer may not require a special guaranty of signature, a guaranty of endorsement, or a guaranty of instruction as a condition to registration of transfer.

(h) The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An endorser or originator of an instruction whose signature, endorsement, or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor.
6 Del. C. § 3-109 — Delaware Code / Title 6 / Article 3 / Part 1 / Section 3-109
§ Â
        3-109. Payable to bearer or to order.
Status: in_force

(a) A promise or order is payable to bearer if it:

(1) States that it is payable to bearer or to the order of bearer or otherwise indicates that the person in possession of the promise or order is entitled to payment;

(2) Does not state a payee; or

(3) States that it is payable to or to the order of cash or otherwise indicates that it is not payable to an identified person.

(b) A promise or order that is not payable to bearer is payable to order if it is payable (i) to the order of an identified person or (ii) to an identified person or order. A promise or order that is payable to order is payable to the identified person.

(c) An instrument payable to bearer may become payable to an identified person if it is specially indorsed pursuant to Section 3-205(a). An instrument payable to an identified person may become payable to bearer if it is indorsed in blank pursuant to Section 3-205(b).
6 Del. C. § 8-106 — Delaware Code / Title 6 / Article 8 / Part 1 / Section 8-106
§ Â
        8-106. Control.
Status: in_force

(a) A purchaser has “control” of a certificated security in bearer form if the certificated security is delivered to the purchaser.

(b) A purchaser has “control” of a certificated security in registered form if the certificated security is delivered to the purchaser, and:

(1) the certificate is endorsed to the purchaser or in blank by an effective endorsement; or

(2) the certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.

(c) A purchaser has “control” of an uncertificated security if:

(1) the uncertificated security is delivered to the purchaser;

(2) the issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner; or

(3) the issuer, the registered owner, and the purchaser have authenticated a record that (i) is conspicuously denominated a control agreement, (ii) identifies the uncertificated security in which the purchaser claims an interest, and (iii) contains 1 or more provisions addressing instructions relating to the uncertificated security or the right to originate instructions relating to the uncertificated security.

(d) A purchaser has “control” of a security entitlement if:

(1) the purchaser becomes the entitlement holder;

(2) the securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder;

(3) another person, other than the transferor to the purchaser of an interest in the security entitlement:

(A) has control of the security entitlement and acknowledges that it has control on behalf of the purchaser; or

(B) obtains control of the security entitlement after having acknowledged that it will obtain control of the security entitlement on behalf of the purchaser.

(4) the securities intermediary, the entitlement holder, and the purchaser have authenticated a record that (i) is conspicuously denominated a control agreement, (ii) identifies the security entitlement in which the purchaser claims an interest, and (iii) contains one or more provisions addressing entitlement orders relating to the security entitlement or the right to originate entitlement orders relating to the security entitlement.

(e) If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder’s own securities intermediary, the securities intermediary has control.

(f) A purchaser who has satisfied the requirements of subsection (c) or (d) has control, even if the registered owner in the case of subsection (c) or the entitlement holder in the case of subsection (d) retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement.

(g) An issuer or a securities intermediary may not enter into an agreement of the kind described in subsection (c)(2), (c)(3), (d)(2), or (d)(4) without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.

(h) Under subsection (c)(2), (c)(3), (d)(2), or (d)(4), authentication of a record does not impose upon the issuer or securities intermediary any duty not expressly agreed to by the issuer or securities intermediary in the record.

(i) A purchaser has “control” under subsection (c)(2), (c)(3), (d)(2), or (d)(4) even if any duty of the issuer or the securities intermediary to comply with instructions or entitlement orders originated by the purchaser is subject to any condition or conditions (other than further consent by the registered owner or the entitlement holder).

(j) A person that has control under this section is not required to acknowledge that it has control on behalf of a purchaser.

(k) If a person acknowledges that it has or will obtain control on behalf of a purchaser, unless the person otherwise agrees or law other than this Article or Article 9 otherwise provides, the person does not owe any duty to the purchaser and is not required to confirm the acknowledgment to any other person.
6 Del. C. § 5116 — Delaware Code / Title 6 / Chapter 51 / Section 5116
§ Â
        5116. Duty of owners of incorrect apparatus.
Status: in_force

Weights and measures that have been rejected under the authority of the Secretary of Agriculture shall remain subject to the control of the rejecting authority until such time as suitable repair or disposition thereof has been made as required by this section. The owners of such rejected weights and measures shall cause the same to be made correct within 30 days or such longer period as may be authorized by the rejecting authority; or, in lieu of this, may dispose of the same, but only in such manner as is specifically authorized by the rejecting authority. Weights and measures that have been rejected shall not again be used commercially until they have been officially reexamined and found to be correct or until specific written permission for such use is issued by the rejecting authority or until the rejection tag has been removed and the rejected device repaired and placed in service by a person duly registered to perform such acts under a regulation issued by the Secretary for the registration of weights and measures, servicemen and service agencies.
6 Del. C. § 1907 — Delaware Code / Title 6 / Chapter 19 / Section 1907
§ Â
        1907. Capacity to assert and defend; standing.
Status: in_force

(a) A nonprofit association, in its name, may institute, defend, intervene or participate in a judicial, administrative or other governmental proceeding or in an arbitration, mediation or any other form of alternative dispute resolution.

(b) A nonprofit association may assert a claim in its name on behalf of its members if 1 or more members of the nonprofit association have standing to assert a claim in their own right, the interests the nonprofit association seeks to protect are germane to its purposes and neither the claim asserted nor the relief requested requires the participation of a member.
6 Del. C. § 1205 — Delaware Code / Title 6 / Chapter 12 / Section 1205
§ Â
        1205. Award to qui tam plaintiff.
Status: in_force

(a) If the Department of Justice proceeds with an action brought by a party under § 1203(b) of this title, such party shall, subject to the second sentence of this subsection, receive at least 15 percent but not more than 25 percent of the proceeds of the action or settlement of the claim, depending upon the extent to which the party substantially contributed to the prosecution of the action. Where the action is one which the court finds to be based primarily on disclosures of specific information (other than information provided by the party bringing the action) relating to allegations or transactions in a criminal, civil or administrative hearing, or from the news media, the court may award such sums as it considers appropriate, but in no case more than 10 percent of the proceeds, taking into account the significance of the information and the role of the party bringing the action in advancing the case to litigation. Any payment to a party under the first or second sentence of this paragraph shall be made from the proceeds. Any such party shall also receive an amount for reasonable expenses which the court finds to have been necessarily incurred, plus reasonable attorneys’ fees and costs. In determining the amount of reasonable attorneys’ fees and costs, the court shall consider, without limitation, whether such fees and costs were necessary to the prosecution of the action, were incurred for activities which were duplicative of the activities of the Department of Justice in prosecuting the case, or were repetitious, irrelevant or for purposes of harassment, or caused the defendant undue burden or unnecessary expense. All such expenses, fees and costs shall be awarded against the defendant.

(b) If the Department of Justice does not proceed with an action under this chapter, the party bringing the action or settling the claim shall receive an amount which the court decides is reasonable for collecting the civil penalty and damages. The amount shall be not less than 25 percent and not more than 30 percent of the proceeds of the action or settlement and shall be paid out of such proceeds. Such party shall also receive an amount for reasonable expenses which the court finds to have been necessarily incurred, plus reasonable attorneys’ fees and costs. In determining the amount of reasonable attorneys’ fees and costs, the court shall consider, without limitation, whether such fees and costs were necessary to the prosecution of the action, were incurred for activities which were repetitious, irrelevant or for purposes of harassment, or caused the defendant undue burden or unnecessary expense. All such expenses, fees, and costs shall be awarded against the defendant.

(c) Whether or not the Department of Justice proceeds with the action, if the court finds that the action was brought by a party who planned and initiated the violation upon which the action was brought, then the court may, to the extent the court considers appropriate, reduce the share of the proceeds of the action which the party would otherwise receive under subsection (a) or (b) of this section, taking into account the role of that party in advancing the case to litigation and any relevant circumstances pertaining to the violation. If the party bringing the action is convicted of criminal conduct arising from that party’s own role in the violation of this chapter, that party shall be dismissed from the civil action and shall not receive any share of the proceeds of the action. Such dismissal shall not prejudice the right of the Department of Justice to continue the action on behalf of the government.

(d) If the Department of Justice does not proceed with the action and the person bringing the action conducts the action, the court may award to the defendant its reasonable attorneys’ fees and expenses if the defendant prevails in the action and the court finds that the claim of the person bringing the action was clearly frivolous, clearly vexatious, or brought primarily for purposes of harassment.
6 Del. C. § 18-212 — Delaware Code / Title 6 / Chapter 18 / Subchapter II / Section 18-212
§ Â
        18-212. Domestication of non-United States entities.
Status: in_force

(a) As used in this section and in § 18-204 of this title, “non-United States entity” means a foreign limited liability company (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 partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)) 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 limited liability company in the State of Delaware by complying with subsection (g) of this section and filing in the office of the Secretary of State in accordance with § 18-206 of this title:

(1) A certificate of limited liability company domestication that has been executed in accordance with § 18-204 of this title; and

(2) A certificate of formation that complies with § 18-201 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 (b) 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.

(c) The certificate of limited liability company 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 limited liability company domestication;

(3) The name of the limited liability company as set forth in the certificate of formation 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 limited liability company if it is not to be effective upon the filing of the certificate of limited liability company domestication and the certificate of formation;

(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 limited liability company domestication; and

(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.

(d) Upon the filing in the office of the Secretary of State of the certificate of limited liability company domestication and the certificate of formation or upon the future effective date or time of the certificate of limited liability company domestication and the certificate of formation, the non-United States entity shall be domesticated as a limited liability company in the State of Delaware and the limited liability company shall thereafter be subject to all of the provisions of this chapter, except that notwithstanding § 18-201 of this title, the existence of the limited liability company 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 limited liability company 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 limited liability company in the State of Delaware, or the personal liability of any person therefor.

(f) The filing of a certificate of limited liability company 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 law 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 limited liability company on that date.

(g) Prior to the time a certificate of limited liability company 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 limited liability company agreement shall be approved by the same authorization required to approve the domestication.

(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 limited liability company 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 limited liability company (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 limited liability company 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 limited liability company. 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 limited liability company 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 limited liability company pursuant to this section, for all purposes of the laws of the State of Delaware, the limited liability company 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 limited liability company. 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 limited liability company continues its existence in the foreign country or other foreign jurisdiction in which it was existing immediately prior to domestication, the limited liability company 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 limited liability company may be exchanged for or converted into cash, property, rights or securities of, or interests in, such domestic limited liability company 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 limited liability company or other entity, may remain outstanding or may be canceled.
6 Del. C. § 5129 — Delaware Code / Title 6 / Chapter 51 / Section 5129
§ Â
        5129. Berries and small fruits.
Status: in_force

Berries and small fruits shall be offered and exposed for sale and sold by weight or by measure in open containers having capacities of 1/2 dry pint, 1 dry pint or 1 dry quart; provided, that the marking provisions of § 5118 of this title shall not apply to such containers.
6 Del. C. § 18-202 — Delaware Code / Title 6 / Chapter 18 / Subchapter II / Section 18-202
§ Â
        18-202. Amendment to certificate of formation.
Status: in_force

(a) A certificate of formation is amended by filing a certificate of amendment thereto in the office of the Secretary of State. The certificate of amendment shall set forth:

(1) The name of the limited liability company; and

(2) The amendment to the certificate of formation.

(b) A manager or, if there is no manager, then any member who becomes aware that any statement in a certificate of formation was false when made, or that any matter described has changed making the certificate of formation false in any material respect, shall promptly amend the certificate of formation.

(c) A certificate of formation may be amended at any time for any other proper purpose.

(d) Unless otherwise provided in this chapter or unless a later effective date or time (which shall be a date or time certain) is provided for in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the Secretary of State.
6 Del. C. § 2503H — Delaware Code / Title 6 / Chapter 25H / Section 2503H
§ Â
        2503H. Protecting consumers who pay with cash.
Status: in_force

(a) It shall be an unlawful practice for a retail store to refuse to accept cash from any consumer as payment for consumer goods or services.

(b) No retail store shall discriminate against a consumer paying with cash by treating that consumer differently in any manner from a consumer paying by a noncash method, including any of the following:

(1) Charging a higher price to consumers who pay with cash, but it may charge less to consumers who pay with cash.

(2) Requiring consumers paying with cash to use automated machines that convert cash into prepaid cards. This paragraph does not apply to a food store or retail establishment that provides a device on premises that converts cash into a prepaid card that allows a consumer to complete a transaction at such food store or retail establishments so long as the device on premises does all of the following:

a. Upon request, provides each customer with a receipt indicating the amount of cash such consumer deposited onto the prepaid card

b. Does not charge any fee or require a deposit amount greater than $5.00.

c. Provides a prepaid card that is not subject to an expiration date, and has no limit on the number of transactions that may be completed with such card.
6 Del. C. § 18-406 — Delaware Code / Title 6 / Chapter 18 / Subchapter IV / Section 18-406
§ Â
        18-406. Reliance on reports and information by member or manager.
Status: in_force

A member, manager or liquidating trustee of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports or statements presented by another manager, member or liquidating trustee, an officer or employee of the limited liability company, or committees of the limited liability company, members or managers, or by any other person as to matters the member, manager or liquidating trustees reasonably believes are within such other person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the limited liability company, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the limited liability company or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.
6 Del. C. § 5301 — Delaware Code / Title 6 / Chapter 53 / Section 5301
§ Â
        5301. Standards for measurement.
Status: in_force

The following shall be the rules for the measurement of mason work in this State:

The units of measurement shall be as follows:

(1) Generally. — For excavation, the cubic yard.

For concrete foundation, the cubic yard.

For concrete floors, the superficial foot.

For dimension stone footings, the superficial foot.

For dimension stone bridge masonry, the cubic foot.

For dimension stone surface dressing, the superficial foot, extra price.

For rubble work, the perch of 24¾ cubic feet.

For rubble work surface dressing, the superficial foot, extra price.

For brick work, the thousand brick.

For plastering plain surfaces, the superficial yard.

For plastering cornices, the running and superficial foot.

(2) Perch of stone. — A perch of stone shall contain, when measured in the wall, 243/4 cubic feet; when measured in square piles on the ground, 27 cubic feet.

When measured in boats, 30 cubic feet.

When measured in cars, 311/2 cubic feet.

All stone to be measured in the wall when practicable.

Any mason work contracted for, in which the contractor agrees to furnish both materials and labor at a stated sum per perch, shall be measured and computed according to the following rules governing the measurement of mason work, i.e., mason measure shall be the basis of settlement;

(3) Excavation. — All excavation to be measured and computed by the actual amount of material displaced. No allowance for rehandling. Walls to be measured by the lineal foot in depth.

(4) Concrete. — Foundation, measure actual contents. Floor, measure actual surface laid, except that no deduction be made for open tile drains.

(5) Dimension stone. — Footings to be measured each course separately. No deductions for drain or other openings under walls 2 feet, or less, in width.

Bridge masonry, compute actual cubic contents.

Surface dressing of all kinds extra.

(6) Rubble work. — Footings to be measured by actual cubic contents.

Footings are all such foundation courses not exceeding 16 inches in height as are wider than the body of wall above.

(7) Walls. — Compute actual contents and for each angle or corner of 90 degrees in a vertical wall, add 2 cubic feet for each foot in height of the wall, if the wall is battered add 21/2 cubic feet for each foot in height.

For each angle of more or less than 90 degrees in any wall, add 2 feet in length of wall.

(8) Partition walls. — Intersections of walls, measure actual contents of the walls and add 1 cubic foot for each foot in height for each angle made by the faces of the intersecting walls.

(9) Circular walls. — For round walls, for length of walls, take 11/4 times the girt measure.

(10) Pilasters and projections. — All projections, such as chimney breasts, piers connected with walls and pilasters, to be measured actual cubic contents and add thereto 1 cubic foot for each intersection of the sides of such projection with the wall, and 2 cubic feet for each outer corner for each foot in height. If such projections are battered on the outer face, add 21/2 cubic feet instead of 2 cubic feet for each outer corner for each foot in height.

(11) Square or polygon piers. — Square or polygon piers, to be measured actual cubic contents; if vertical, 2 cubic feet to be added for each corner for each foot in height. If battered, add instead 21/2 cubic feet for each corner for each foot in height.

(12) Round piers. — Round piers, add 3 feet to the measured diameter of the pier, and compute the contents, with this sum used as the diameter, the height to be taken as measured.

(13) Stepped piers or piers with vertical offsets. — Stepped piers or piers diminishing from the bottom by offsets shall be computed by rule No. 10, and also add the sum of the areas of the level surface of the several steps (excepting the top of the pier) multiply by 1 foot in height.

All parts of independent piers as are 6 inches or more below the surface of the ground are to be computed actual contents, and 1 cubic foot added for each foot in height or depth.

(14) Recesses and slots. — All recesses and slots to be measured solid, and in addition thereto allow 1 cubic foot for each foot in height.

(15) Arches. — Stone arches are classed as cut stone work.

(16) Openings. — Deduct contents of windows, doors and other openings, measuring from top of sill to spring of arch, and add 3 cubic feet for each jamb for each foot in height of opening. No deduction to be made for cut stone trimmings and lintels.

(17) Jambs. — For any jamb, caused by differences in heights in parts of the same wall, or in adjacent walls, except in junctions of partition walls, add 2 cubic feet for each foot in height.

(18) Change in height of walls after having been leveled. — Compute the additional amount of masonry and add thereto 1 foot in height of wall.

(19) Gables. — Gables to be computed 11/2 times the actual contents.

(20) Beam filling. — For beam filling, on level walls, add 1 foot in height of wall; on gable add 1 foot in height of wall by the extreme width of gable at its base.

(21) Minimum height and thickness of wall. — No wall to be computed at less than 18 inches in thickness, nor 1 foot in height.

(22) Brickwork. — Compute the actual number of bricks laid.

When in the wall and practicable, the number of bricks to be estimated by actual count; when not practicable to so count them the following rule to be taken as a basis for estimating the number, viz.:

Every superficial foot of one-half brick (41/2 inches) wall to be estimated as 61/2 bricks; of 1 brick (9 inches) wall at 13 bricks, etc. Increase the number of bricks by 61/2 bricks for every additional 1/2 brick in thickness of wall.

(23) Measurement of party walls. — Party walls to be measured according to the above rules, and joist holes to be charged at the rate of 15 cents each.

(24) Plastering and lathing. — To be measured by the superficial yard from floor to ceiling for walls, and from wall to wall of ceiling.

(25) Corners, beads, etc. — All corners, angles, beads, quinks, rule joints and mouldings to be measured by the lineal foot on their longest extension.

Add 1 foot for each stop or mitre.

(26) Cornices. — Length of cornices to be measured on walls. Plain cornices, of 2 feet girt, or less, to be measured on walls by the lineal foot.

Plain cornices exceeding 2 feet girt to be measured by the superficial foot.

Add 1 lineal foot by girt for each stop or mitre.

Enriched cornices (cast work) by the lineal foot for each enrichment.

(27) Arches, corbels, etc. — Arches, corbels, brackets, rings, centre pieces, pilasters, capitals, vases, resettes, basses, pendants and niches, by the piece.

(28) Openings. — Openings in plastering to be measured between grounds. No deduction to be made for opening of 9 feet or less.

For openings of more than 9 feet square, deduct contents of openings.
6 Del. C. § 3804 — Delaware Code / Title 6 / Chapter 38 / Section 3804
§ Â
        3804. Affidavit.
Status: in_force

Proof of publication of the notice or other material under this chapter shall be by affidavit of the owner, manager, assistant manager or program director of the station, in substantially the following form:

AFFIDAVIT OF BROADCAST

State of Delaware,

County of________________________________ ss

I, ______________________________________________________ being first duly being first duly sworn, depose and say that I am the owner, manager, assistant manager or program director of station ______________________________ a radio (television) station broadcasting from ____________________________ in the aforesaid county and state; that the notice (or other material) described as ____________________________________________ was broadcast on the following days: (here set forth dates and times when the same was broadcast).

Subscribed and sworn to

before me ________________________________________________________________Month Day , 20________

________________________________________________________________Notary Public for Delaware

My commission expires: ____________________
6 Del. C. § 12A-117 — Delaware Code / Title 6 / Chapter 12A / Section 12A-117
§ Â
        12A-117. Choice of forum.
Status: in_force

(a) The parties to an electronic contract may choose an exclusive judicial forum; provided, however, that the provisions of §§ 1-301 and 2708 of this title shall apply to such choice; provided further that if the contract is a consumer contract the choice is not enforceable if such choice is unreasonable and unjust.

(b) A judicial forum specified in an agreement is not exclusive unless the agreement expressly so provides.
6 Del. C. § 1908 — Delaware Code / Title 6 / Chapter 19 / Section 1908
§ Â
        1908. Effect of judgment or order.
Status: in_force

A judgment or order against a nonprofit association is not by itself a judgment or order against a member.
6 Del. C. § 4406 — Delaware Code / Title 6 / Chapter 44 / Section 4406
§ Â
        4406. Time of solicitation.
Status: in_force

(a) A door-to-door sale shall be solicited by a seller or a seller’s representative at a home between the hours of 9 a.m. to 8 p.m. prevailing Delaware time, only.

(b) For purposes of this section, the term “door-to-door sale” shall include a transaction that would be a door-to-door sale but for the $25 purchase price limitation in the definition of “door-to-door sale” in § 4403(3) of this title, regardless of the purchase price.

(c) This section does not apply to a door-to-door sale solicited:

(1) Via telephone, mail, e-mail, or Internet;

(2) Where the seller or the seller’s representative solicits a person or persons who have been invited to the owner’s, lessee’s, and/or resident’s home for the purpose of hearing the solicitation;

(3) Where the owner, lessee and/or resident of a home invited a seller or a seller’s representative into and/or to the home for the purpose of such solicitation;

(4) By a nonprofit organization under § 501(c) of the Internal Revenue Code (26 U.S.C. § 501(c)) or Delaware law; or

(5) By a public utility or cable television system operator, as defined in § 102(2) or (4) of Title 26, or its agents, provided that such salespersons prominently display an identification card containing the name of the public utility or cable television system operator and in such a manner that a potential buyer shall be able to view it during any transaction with the seller or a representative thereof soliciting a door-to-door sale.

(d) Whoever violates this section shall for the first offense be fined not less than $75 nor more than $150. For each subsequent like offense the person shall be fined not less than $100 nor more than $250.
6 Del. C. § 7-306 — Delaware Code / Title 6 / Article 7 / Part 3 / Section 7-306
§ Â
        7-306. Altered bills of lading.
Status: in_force

An unauthorized alteration or filling in of a blank in a bill of lading leaves the bill enforceable according to its original tenor.
6 Del. C. § 15-124 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-124
§ Â
        15-124. Document form, signature and delivery.
Status: in_force

(a) Except as provided in subsection (b) of this section, without limiting the manner in which any act or transaction may be documented, or the manner in which a document may be signed or delivered:

(1) Any act or transaction contemplated or governed by this chapter or the partnership agreement may be provided for in a document, and an electronic transmission is the equivalent of a written document.

(2) Whenever this chapter or the partnership agreement requires or permits a signature, the signature may be a manual, facsimile, conformed or electronic signature. “Electronic signature” means an electronic symbol or process that is attached to, or logically associated with, a document and executed or adopted by a person with an intent to execute, authenticate or adopt the document. A person may execute a document with such person’s signature.

(3) Unless otherwise provided in the partnership agreement or agreed between the sender and recipient, an electronic transmission is delivered to a person for purposes of this chapter and the partnership agreement when it enters an information processing system that the person has designated for the purpose of receiving electronic transmissions of the type delivered, so long as the electronic transmission is in a form capable of being processed by that system and such person is able to retrieve the electronic transmission. Whether a person has so designated an information processing system is determined by the partnership agreement or from the context and surrounding circumstances, including the parties’ conduct. An electronic transmission is delivered under this section even if no person is aware of its receipt. Receipt of an electronic acknowledgement from an information processing system establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received.

This chapter shall not prohibit one or more persons from conducting a transaction in accordance with chapter 12A of this title so long as the part or parts of the transaction that are governed by this chapter are documented, signed and delivered in accordance with this subsection or otherwise in accordance with this chapter. This subsection shall apply solely for purposes of determining whether an act or transaction has been documented, and the document has been signed and delivered, in accordance with this chapter and the partnership agreement.

(b) Subsection (a) of this section shall not apply to:

(1) A document filed with or submitted to the Secretary of State, the Register in Chancery, or a court or other judicial or governmental body of this State;

(2) A certificate of partnership interest, except that a signature on a certificate of partnership interest may be a manual, facsimile, or electronic signature; and

(3) An act or transaction effected pursuant to § 15-111, § 15-112, § 15-113 or § 15-114 or subchapter XI of this chapter.

The foregoing shall not create any presumption about the lawful means to document a matter addressed by this subsection, or the lawful means to sign or deliver a document addressed by this subsection. A provision of the partnership agreement shall not limit the application of subsection (a) of this section unless the provision expressly restricts one or more of the means of documenting an act or transaction, or of signing or delivering a document, permitted by subsection (a) of this section.

(c) In the event that any provision of this chapter is deemed to modify, limit or supersede the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et. seq., the provisions of this chapter shall control to the fullest extent permitted by § 7002(a)(2) of such act [15 U.S.C. § 7002(a)(2)].
6 Del. C. § 12A-112 — Delaware Code / Title 6 / Chapter 12A / Section 12A-112
§ Â
        12A-112. Retention of electronic records; originals.
Status: in_force

(a) If a law requires that a record be retained, the requirement is satisfied by retaining an electronic record of the information in the record which:

(1) Accurately reflects the information set forth in the record after it was first generated in its final form as an electronic record or otherwise; and

(2) Remains accessible for later reference.

(b) A requirement to retain a record in accordance with subsection (a) of this section does not apply to any information the sole purpose of which is to enable the record to be sent, communicated or received.

(c) A person may satisfy subsection (a) of this section by using the services of another person if the requirements of that subsection are satisfied.

(d) If a law requires a record to be presented or retained in its original form, or provides consequences if the record is not presented or retained in its original form, that law is satisfied by an electronic record retained in accordance with subsection (a) of this section.

(e) If a law requires retention of a check, that requirement is satisfied by retention of an electronic record of the information on the front and back of the check in accordance with subsection (a) of this section.

(f) A record retained as an electronic record in accordance with subsection (a) of this section satisfies a law requiring a person to retain a record for evidentiary, audit, or like purposes, unless a law enacted after July 14, 2000, specifically prohibits the use of an electronic record for the specified purpose.

(g) This section does not preclude a governmental agency of this State from specifying additional requirements for the retention of a record subject to the agency’s jurisdiction.
6 Del. C. § 8-116 — Delaware Code / Title 6 / Article 8 / Part 1 / Section 8-116
§ Â
        8-116. Securities intermediary as purchaser for value.
Status: in_force

A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder.
6 Del. C. § 7710 — Delaware Code / Title 6 / Chapter 77 / Section 7710
§ Â
        7710. Initiation of ADR proceeding.
Status: in_force

ADR proceedings are initiated by written notice to the other parties to a dispute who have filed an ADR certificate in accordance with § 7704 of this title or who have agreed to be bound by the ADR requirements of this chapter. The notice shall state in summary form:

(1) The dispute is subject to the provisions of this chapter,

(2) The nature of the dispute to be submitted to ADR and

(3) The identities of the members of the panel of ADR Specialists chosen pursuant to § 7709 of this title.

A failure to send such a notice to a person who has an interest in the dispute shall not prevent the ADR proceedings from going forward between or among parties who did receive such notice.
6 Del. C. § 5004 — Delaware Code / Title 6 / Chapter 50 / Section 5004
§ Â
        5004. Presumptions.
Status: in_force

(a) It shall be presumed that a reasonable number of attempts have been undertaken to conform a new automobile to the manufacturer’s express warranty if, within the warranty term or during the period of 1 year following the date of original delivery of the motor vehicle to a consumer, whichever is the earlier date:

(1) Substantially the same nonconformity has been subject to repair or correction 4 or more times by the manufacturer, its agents or its dealers and the nonconformity continues to exist; or

(2) The automobile is out of service by reason of repair or correction of a nonconformity by the manufacturer, its agents or its dealers for a cumulative total of more than 30 calendar days since the original delivery of the motor vehicle to the consumer. This 30-day limit shall commence with the first day on which the consumer presents the automobile to the manufacturer, its agent or dealer for service of the nonconformity and a written document describing the nonconformity is prepared by the manufacturer, its agent or dealer. The 30-day limit shall be extended only if repairs cannot be performed due to conditions beyond the control of the manufacturer, its agents or its dealers, including war, invasion, strike, fire, flood or other natural disaster.

(b) The presumption provided in this section shall not apply against a manufacturer unless the manufacturer has received prior direct written notification from or on behalf of the consumer and has had an opportunity to repair or correct the nonconformity; provided, however, that if the manufacturer does not directly attempt or arrange with its dealer or agent to repair or correct the nonconformity, the manufacturer may not defend a claim by a consumer under this chapter on the ground that the agent or dealer failed to properly repair or correct the nonconformity or that the repairs or corrections made by the agent or dealer caused or contributed to the nonconformity.
6 Del. C. § 1913 — Delaware Code / Title 6 / Chapter 19 / Section 1913
§ Â
        1913. Summons and complaint; service on whom.
Status: in_force

In an action or proceeding against a nonprofit association, a summons and complaint must be served on an agent authorized by appointment to receive service of process, an officer, managing or general agent, or a person authorized to participate in the management of its affairs. If none of them can be served, service may be made on a member.
6 Del. C. § 2A-532 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-532
§ Â
        2A-532. Lessorâs rights to residual interest.
Status: in_force

In addition to any other recovery permitted by this article or other law, the lessor may recover from the lessee an amount that will fully compensate the lessor for any loss of or damage to the lessor’s residual interest in the goods caused by the default of the lessee.
6 Del. C. § 2508D — Delaware Code / Title 6 / Chapter 25D / Section 2508D
§ Â
        2508D. Statute of limitations.
Status: in_force

To the extent that it is allowable by federal law, the period of a servicemember’s military service shall not be included in computing any period limited by law, regulation, or order for the bringing of an action or proceeding in any court, or in any board, bureau, commission, department or other agency of government of this State or any of its political subdivisions by or against a servicemember or the servicemember’s heirs, executors, administrators, or assigns, nor shall a period of military service be included in computing any period provided by law for the redemption of real property sold or forfeited to enforce an obligation, tax, or assessment.
6 Del. C. § 15-203 — Delaware Code / Title 6 / Chapter 15 / Subchapter II / Section 15-203
§ Â
        15-203. Partnership property.
Status: in_force

Unless otherwise provided in a statement of partnership existence or a statement of qualification and in a partnership agreement, property acquired by a partnership is property of the partnership and not of the partners individually.
6 Del. C. § 2437A — Delaware Code / Title 6 / Chapter 24A / Section 2437A
§ Â
        2437A. Statute of limitations.
Status: in_force

(a) An action or proceeding brought pursuant to § 2433A(a), (b), or (c) of this title must be commenced within 4 years after the conduct that is the basis of the Attorney General’s complaint.

(b) An action brought pursuant to § 2435A of this title must be commenced within 3 years after the latest of:

(1) The individual’s last transmission of money to a provider;

(2) The individual’s last transmission of money to a creditor at the direction of the provider;

(3) The provider’s last disbursement to a creditor of the individual;

(4) The provider’s last accounting to the individual pursuant to § 2427A(a) of this title;

(5) The date on which the individual discovered or reasonably should have discovered the facts giving rise to the individual’s claim; or

(6) Termination of actions or proceedings by the Attorney General with respect to a violation of the chapter.

(c) The period prescribed in paragraph (b)(5) of this section is tolled during any period during which the provider or, if different, the defendant has materially and wilfully misrepresented information required by this chapter to be disclosed to the individual if the information so misrepresented is material to the establishment of the liability of the defendant under this chapter.
6 Del. C. § 5138 — Delaware Code / Title 6 / Chapter 51 / Section 5138
§ Â
        5138. Concurrent jurisdiction of justices of the peace and Court of Common Pleas.
Status: in_force

Justices of the peace and the Court of Common Pleas shall have concurrent jurisdiction over violations of this chapter.
6 Del. C. § 73-502 — Delaware Code / Title 6 / Chapter 73 / Subchapter V / Section 73-502
§ Â
        73-502. Judicial review.
Status: in_force

(a) Any party aggrieved by an order of the Director may appeal such order to the Court of Chancery as follows:

(1) The party must file a notice of appeal with the Court, and serve a copy thereof on the Director, within 30 days of the date the notice of the order was sent to the party.

(2) Upon receiving service of a copy of the notice of appeal, the Director shall cause a transcription of the record to be prepared. Upon the completion of the transcription of the record, the Director shall present to the appellant or appellants a demand for the payment of the cost of transcribing the record. Where there are multiple appellants, the cost of transcribing the record shall be charged to the appellants on a pro rata basis.

(3) Within 10 days of receipt of the demand for payment of the cost of transcribing the record, each appellant shall present to the Director the payment demanded. If any appellant fails within the 10-day period to present such payment, the Court shall dismiss that appellant’s appeal for lack of jurisdiction.

(4) Within 20 days of receipt of a payment required by paragraph (a)(3) of this section from any appellant, the Director shall certify and file the record with the Court.

(b) When the record has been filed and certified by the Director, the Court of Chancery has exclusive jurisdiction to affirm, modify, enforce or set aside the order, in whole or in part. The findings of the Director as to the facts, if supported by material and substantial evidence, are conclusive. If, within 20 days of the filing of the record by the Director, either party applies to the Court for leave to adduce material evidence, and shows to the satisfaction of the Court that there were reasonable grounds for failure to adduce the evidence in the hearing before the Director, the Court may order the additional evidence to be taken before the Director and to be adduced upon the hearing in such manner and upon such conditions as the Court considers proper.

(c) The commencement of the proceedings under subsection (a) of this section does not, unless specifically ordered by the Court, operate as a stay of the Director’s order.
6 Del. C. § 73-306 — Delaware Code / Title 6 / Chapter 73 / Subchapter III / Section 73-306
§ Â
        73-306. Trading markets.
Status: in_force

(a) It is unlawful for any broker-dealer, agent, investment adviser or investment adviser representative to effect transactions in, trade or quote any security unless such security is covered by regulations under the Securities Exchange Act of 1934 [15 U.S.C. § 78a et seq.] or unless the filing provisions of this chapter have been complied with in regard to such security.

(b) Except as provided otherwise by § 18 of the Securities Act of 1933 [15 U.S.C. § 77r], the Director is empowered to suspend trading in any security for a period of 10 days in the public interest.
6 Del. C. § 18-1201 — Delaware Code / Title 6 / Chapter 18 / Subchapter XII / Section 18-1201
§ Â
        18-1201. Law applicable to statutory public benefit limited liability companies; how formed.
Status: in_force

This subchapter applies to all statutory public benefit limited liability companies, as defined in § 18-1202(a) of this title. If a limited liability company is formed as or elects to become a statutory public benefit limited liability company in the manner prescribed in this section, it shall be subject in all respects to the provisions of this chapter, except to the extent this subchapter imposes additional or different requirements, in which case such additional or different requirements shall apply, and notwithstanding § 18-1101 of this title or any other provision of this title, such additional or different requirements imposed by this subchapter may not be altered in the limited liability company agreement. If a limited liability company is not formed as a statutory public benefit limited liability company, it may become a statutory public benefit limited liability company in the manner specified in its limited liability company agreement or by amending its limited liability company agreement and certificate of formation to comply with the requirements of this subchapter.
6 Del. C. § 4A-405 — Delaware Code / Title 6 / Article 4A / Part 4 / Section 4A-405
§ Â
        4A-405. Payment by beneficiaryâs bank to beneficiary.
Status: in_force

(a) If the beneficiary’s bank credits an account of the beneficiary of a payment order, payment of the bank’s obligation under Section 4A-404(a) occurs when and to the extent (i) the beneficiary is notified of the right to withdraw the credit, (ii) the bank lawfully applies the credit to a debt of the beneficiary, or (iii) funds with respect to the order are otherwise made available to the beneficiary by the bank.

(b) If the beneficiary’s bank does not credit an account of the beneficiary of a payment order, the time when payment of the bank’s obligation under Section 4A-404(a) occurs is governed by principles of law that determine when an obligation is satisfied.

(c) Except as stated in subsections (d) and (e), if the beneficiary’s bank pays the beneficiary of a payment order under a condition to payment or agreement of the beneficiary giving the bank the right to recover payment from the beneficiary if the bank does not receive payment of the order, the condition to payment or agreement is not enforceable.

(d) A funds-transfer system rule may provide that payments made to beneficiaries of funds transfers made through the system are provisional until receipt of payment by the beneficiary’s bank of the payment order it accepted. A beneficiary’s bank that makes a payment that is provisional under the rule is entitled to refund from the beneficiary if (i) the rule requires that both the beneficiary and the originator be given notice of the provisional nature of the payment before the funds transfer is initiated, (ii) the beneficiary, the beneficiary’s bank and the originator’s bank agreed to be bound by the rule, and (iii) the beneficiary’s bank did not receive payment of the payment order that it accepted. If the beneficiary is obliged to refund payment to the beneficiary’s bank, acceptance of the payment order by the beneficiary’s bank is nullified and no payment by the originator of the funds transfer to the beneficiary occurs under Section 4A-406.

(e) This subsection applies to a funds transfer that includes a payment order transmitted over a funds-transfer system that (i) nets obligations multilaterally among participants, and (ii) has in effect a loss-sharing agreement among participants for the purpose of providing funds necessary to complete settlement of the obligations of one or more participants that do not meet their settlement obligations. If the beneficiary’s bank in the funds transfer accepts a payment order and the system fails to complete settlement pursuant to its rules with respect to any payment order in the funds transfer, (i) the acceptance by the beneficiary’s bank is nullified and no person has any right or obligation based on the acceptance, (ii) the beneficiary’s bank is entitled to recover payment from the beneficiary, (iii) no payment by the originator to the beneficiary occurs under Section 4A-406, and (iv) subject to Section 4A-402(e), each sender in the funds transfer is excused from its obligation to pay its payment order under Section 4A-402(c) because the funds transfer has not been completed.
6 Del. C. § 2A-403 — Delaware Code / Title 6 / Article 2A / Part 4 / Section 2A-403
§ Â
        2A-403. Retraction of anticipatory repudiation.
Status: in_force

(1) Until the repudiating party’s next performance is due, the repudiating party can retract the repudiation unless, since the repudiation, the aggrieved party has cancelled the lease contract or materially changed the aggrieved party’s position or otherwise indicated that the aggrieved party considers the repudiation final.

(2) Retraction may be by any method that clearly indicates to the aggrieved party that the repudiating party intends to perform under the lease contract and includes any assurance demanded under Section 2A-401.

(3) Retraction reinstates a repudiating party’s rights under a lease contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.
6 Del. C. § 1901 — Delaware Code / Title 6 / Chapter 19 / Section 1901
§ Â
        1901. Definitions.
Status: in_force

In this chapter:

(1) “Member” means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the nonprofit association.

(2) “Nonprofit association” means an unincorporated organization consisting of 2 or more members joined by mutual consent for a common, nonprofit purpose. However, joint tenancy, tenancy in common or tenancy by the entireties does not by itself establish a nonprofit association, even if the co-owners share use of the property for a nonprofit purpose.

(3) “Person” means an individual, corporation, statutory trust, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency or instrumentality or any other legal or commercial entity.

(4) “State” means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States.
6 Del. C. § 9-318 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-318
§ Â
        9-318. No interest retained in right to payment that is sold; rights and title of seller of account or chattel paper with respect to creditors and purchasers.
Status: in_force

(a) Seller retains no interest. — A debtor that has sold an account, chattel paper, payment intangible, or promissory note does not retain a legal or equitable interest in the collateral sold.

(b) Deemed rights of debtor if buyer’s security interest unperfected. For purposes of determining the rights of creditors of, and purchasers for value of an account or chattel paper from, a debtor that has sold an account or chattel paper, while the buyer’s security interest is unperfected, the debtor is deemed to have rights and title to the account or chattel paper identical to those the debtor sold.
6 Del. C. § 2A-527 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-527
§ Â
        2A-527. Lessorâs rights to dispose of goods.
Status: in_force

(1) After a default by a lessee under the lease contract of the type described in Section 2A-523(1) or 2A-523(3)(a) or after the lessor refuses to deliver or takes possession of goods (Section 2A-525 or 2A-526), or, if agreed, after other default by a lessee, the lessor may dispose of the goods concerned or the undelivered balance thereof by lease, sale, or otherwise.

(2) Except as otherwise provided with respect to damages liquidated in the lease agreement (Section 2A-504) or otherwise determined pursuant to agreement of the parties (Section 1-302 and Section 2A-503), if the disposition is by lease agreement substantially similar to the original lease agreement and the new lease agreement is made in good faith and in a commercially reasonable manner, the lessor may recover from the lessee as damages (i) accrued and unpaid rent as of the date of the commencement of the term of the new lease agreement, (ii) the present value, as of the same date, of the total rent for the then remaining lease term of the original lease agreement minus the present value, as of the same date, of the rent under the new lease agreement applicable to that period of the new lease term which is comparable to the then remaining term of the original lease agreement, and (iii) any incidental damages allowed under Section 2A-530, less expenses saved in consequence of the lessee’s default.

(3) If the lessor’s disposition is by lease agreement that for any reason does not qualify for treatment under subsection (2), or is by sale or otherwise, the lessor may recover from the lessee as if the lessor had elected not to dispose of the goods and Section 2A-528 governs.

(4) A subsequent buyer or lessee who buys or leases from the lessor in good faith for value as a result of a disposition under this section takes the goods free of the original lease contract and any rights of the original lessee even though the lessor fails to comply with 1 or more of the requirements of this Article.

(5) The lessor is not accountable to the lessee for any profit made on any disposition. A lessee who has rightfully rejected or justifiably revoked acceptance shall account to the lessor for any excess over the amount of the lessee’s security interest (Section 2A-508(5)).
6 Del. C. § 2505D — Delaware Code / Title 6 / Chapter 25D / Section 2505D
§ Â
        2505D. Fines and penalties under contracts.
Status: in_force

(a) Prohibition of penalties. — When an action for compliance with the terms of a contract is stayed pursuant to this chapter, a penalty shall not accrue for failure to comply with the terms of the contract during the period of the stay.

(b) Reduction or waiver of fines or penalties. — If a servicemember fails to perform an obligation arising under a contract and a penalty is incurred arising from that nonperformance, a court may reduce or waive the fine or penalty if:

(1) The servicemember was in military service at the time the fine or penalty was incurred; and

(2) The ability of the servicemember to perform the obligation was materially affected by such military service.
6 Del. C. § 1303 — Delaware Code / Title 6 / Chapter 13 / Section 1303
§ Â
        1303. Value.
Status: in_force

(a) Value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or an antecedent debt is secured or satisfied, but value does not include an unperformed promise made otherwise than in the ordinary course of the promisor’s business to furnish support to the debtor or another person.

(b) For the purposes of §§ 1304(a)(2) and 1305, a person gives a reasonably equivalent value if the person acquires an interest of the debtor in an asset pursuant to a regularly conducted, noncollusive foreclosure sale or execution of a power of sale for the acquisition or disposition of the interest of the debtor upon default under a mortgage, deed of trust or security agreement.

(c) A transfer is made for present value if the exchange between the debtor and the transferee is intended by them to be contemporaneous and is in fact substantially contemporaneous.
6 Del. C. § 2-611 — Delaware Code / Title 6 / Article 2 / Part 6 / Section 2-611
§ Â
        2-611. Retraction of anticipatory repudiation.
Status: in_force

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

(2) Retraction may be by any method which clearly indicates to the aggrieved party that the repudiating party intends to perform, but must include any assurance justifiably demanded under the provisions of this Article (Section 2-609).

(3) Retraction reinstates the repudiating party’s rights under the contract with due excuse and allowance to the aggrieved party for any delay occasioned by the repudiation.
6 Del. C. § 15-201 — Delaware Code / Title 6 / Chapter 15 / Subchapter II / Section 15-201
§ Â
        15-201. Partnership as entity.
Status: in_force

(a) A partnership is a separate legal entity which is an entity distinct from its partners unless otherwise provided in a statement of partnership existence or a statement of qualification and in a partnership agreement.

(b) A limited liability partnership continues to be the same partnership that existed before the filing of a statement of qualification under § 15-1001 of this title.
6 Del. C. § 7711 — Delaware Code / Title 6 / Chapter 77 / Section 7711
§ Â
        7711. Participation by other parties.
Status: in_force

When not all the parties to a dispute have filed an ADR certificate or have agreed to be bound by the Delaware Voluntary Dispute Resolution Act, such other parties may be given the opportunity to participate in the ADR proceedings by delivering to them the notice provided for in § 7710 of this title. Parties to the dispute who are not bound to participate in the ADR proceedings may elect to participate in the ADR by selecting an ADR Specialist in accordance with § 7709 of this title. Such selection shall constitute the agreement of the party to be subject to the provisions of this chapter for purposes of the dispute in which the election to participate is made. After the passage of the time for selection of the ADR Specialist, the ADR shall proceed without further notice to or involvement by those parties to the dispute who have not elected ADR.
6 Del. C. § 3-201 — Delaware Code / Title 6 / Article 3 / Part 2 / Section 3-201
§ Â
        3-201. Negotiation.
Status: in_force

(a) “Negotiation” means a transfer of possession, whether voluntary or involuntary, or an instrument by a person other than the issuer to a person who thereby becomes its holder.

(b) Except for negotiation by a remitter, if an instrument is payable to an identified person, negotiation requires transfer of possession of the instrument and its indorsement by the holder. If an instrument is payable to bearer, it may be negotiated by transfer of possession alone.
6 Del. C. § 17-107 — Delaware Code / Title 6 / Chapter 17 / Subchapter I / Section 17-107
§ Â
        17-107. Business transactions of partner with the partnership.
Status: in_force

Except as provided in the partnership agreement, a partner may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume 1 or more specific obligations of, provide collateral for and transact other business with, the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
6 Del. C. § 2505C — Delaware Code / Title 6 / Chapter 25C / Section 2505C
§ Â
        2505C. The Department of Health and Social Services.
Status: in_force

The Delaware Department of Health and Social Services (“DHSS”) shall provide and maintain a list of all unsafe toys and toys containing a toxic substance or a link to the www.recalls.gov website. This list shall be updated no later than 72 hours after a new unsafe toy or toy containing a toxic substance has been subject to recall. This list shall also be linked through the DHSS website and a physical copy shall be made available to the public in designated locations throughout the State.
6 Del. C. § 3-415 — Delaware Code / Title 6 / Article 3 / Part 4 / Section 3-415
§ Â
        3-415. Obligation of indorser.
Status: in_force

(a) Subject to subsections (b), (c), (d) and (e) and to Section 3-419(d), if an instrument is dishonored, an indorser is obliged to pay the amount due on the instrument (i) according to the terms of the instrument at the time it was indorsed, or (ii) if the indorser indorsed an incomplete instrument, according to its terms when completed, to the extent stated in Sections 3-115 and 3-407. The obligation of the indorser is owed to a person entitled to enforce the instrument or to a subsequent indorser who paid the instrument under this section.

(b) If an indorsement states that it is made “without recourse” or otherwise disclaims liability of the indorser, the indorser is not liable under subsection (a) to pay the instrument.

(c) If notice of dishonor of an instrument is required by Section 3-503 and notice of dishonor complying with that section is not given to an indorser, the liability of the indorser under subsection (a) is discharged.

(d) If a draft is accepted by a bank after an indorsement is made, the liability of the indorser under subsection (a) is discharged.

(e) If an indorser of a check is liable under subsection (a) and the check is not presented for payment, or given to a depositary bank for collection, within 30 days after the day the indorsement was made, the liability of the indorser under subsection (a) is discharged.
6 Del. C. § 5-118 — Delaware Code / Title 6 / Article 5 / Section 5-118
§ Â
        5-118. Security interest of issuer or nominated person.
Status: in_force

(a) An issuer or nominated person has a security interest in a document presented under a letter of credit to the extent that the issuer or nominated person honors or gives value for the presentation.

(b) So long as and to the extent that an issuer or nominated person has not been reimbursed or has not otherwise recovered the value given with respect to a security interest in a document under subsection (a), the security interest continues and is subject to Article 9, but:

(1) a security agreement is not necessary to make the security interest enforceable under Section 9-203(b)(3);

(2) if the document is presented in a medium other than a written or other tangible medium, the security interest is perfected; and

(3) if the document is presented in a written or other tangible medium and is not a certificated security, chattel paper, a document of title, an instrument, or a letter of credit, the security interest is perfected and has priority over a conflicting security interest in the document so long as the debtor does not have possession of the document.
6 Del. C. § 8-108 — Delaware Code / Title 6 / Article 8 / Part 1 / Section 8-108
§ Â
        8-108. Warranties in direct holding.
Status: in_force

(a) A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an endorser, if the transfer is by endorsement, warrants to any subsequent purchaser, that:

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

(2) the transferor or endorser does not know of any fact that might impair the validity of the security;

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

(4) the transfer does not violate any restriction on transfer;

(5) if the transfer is by endorsement, the endorsement is made by an appropriate person, or if the endorsement is by an agent, the agent has actual authority to act on behalf of the appropriate person; and

(6) the transfer is otherwise effective and rightful.

(b) A person who originates an instruction for registration of transfer of an uncertificated security to a purchaser for value warrants to the purchaser that:

(1) the instruction is made by an appropriate person, or if the instruction is by an agent, the agent has actual authority to act on behalf of the appropriate person;

(2) the security is valid;

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

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

(i) the purchaser will be entitled to the registration of transfer;

(ii) the transfer will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction;

(iii) the transfer will not violate any restriction on transfer; and

(iv) the requested transfer will otherwise be effective and rightful.

(c) A person who transfers an uncertificated security to a purchaser for value and does not originate an instruction in connection with the transfer warrants that:

(1) the uncertificated security is valid;

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

(3) the transfer does not violate any restriction on transfer; and

(4) the transfer is otherwise effective and rightful.

(d) A person who endorses a security certificate warrants to the issuer that:

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

(2) the endorsement is effective.

(e) A person who originates an instruction for registration of transfer of an uncertificated security warrants to the issuer that:

(1) the instruction is effective; and

(2) at the time the instruction is presented to the issuer the purchaser will be entitled to the registration of transfer.

(f) A person who presents a certificated security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment, or exchange, but a purchaser for value and without notice of adverse claims to whom transfer is registered warrants only that the person has no knowledge of any unauthorized signature in a necessary endorsement.

(g) If a person acts as agent of another in delivering a certificated security to a purchaser, the identity of the principal was known to the person to whom the certificate was delivered, and the certificate delivered by the agent was received by the agent from the principal or received by the agent from another person at the direction of the principal, the person delivering the security certificate warrants only that the delivering person has authority to act for the principal and does not know of any adverse claim to the certificated security.

(h) A secured party who redelivers a security certificate received, or after payment and on order of the debtor delivers the security certificate to another person, makes only the warranties of an agent under subsection (g).

(i) Except as otherwise provided in subsection (g), a broker acting for a customer makes to the issuer and a purchaser the warranties provided in subsections (a) through (f). A broker that delivers a security certificate to its customer, or causes its customer to be registered as the owner of an uncertificated security, makes to the customer the warranties provided in subsection (a) or (b), and has the rights and privileges of a purchaser under this section. The warranties of and in favor of the broker acting as an agent are in addition to applicable warranties given by and in favor of the customer.
6 Del. C. § 4708 — Delaware Code / Title 6 / Chapter 47 / Subchapter I / Section 4708
§ Â
        4708. Advertising.
Status: in_force

No transient retailer who seeks to transact business in this State may advertise in any presale advertising media without including in each such advertisement the transient retailer’s complete name in a form easily comprehensible to the reader, listener or viewer of such advertisement.
6 Del. C. § 15-903 — Delaware Code / Title 6 / Chapter 15 / Subchapter IX / Section 15-903
§ Â
        15-903. Approval of conversion of a domestic partnership.
Status: in_force

(a) Upon compliance with this section, a domestic partnership may convert to 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 limited partnership (including a limited liability limited partnership), a foreign partnership or a limited liability company. If a domestic partnership is converting under this section to another business form organized, formed or created under the laws of a jurisdiction other than the State of Delaware 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 conversion to non-Delaware entity.

(b) If the partnership agreement specifies the manner of authorizing a conversion of the partnership, the conversion shall be authorized as specified in the partnership agreement. If the partnership agreement does not specify the manner of authorizing a conversion of the partnership and does not prohibit a conversion of the partnership, the conversion 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 conversion of the partnership or a merger or consolidation that involves the partnership as a constituent party and does not prohibit a conversion of the partnership, the conversion shall be authorized by the approval by all the partners.

(c) Unless otherwise agreed, the conversion of a domestic partnership to another entity or business form pursuant to 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 the conversion shall not constitute a dissolution of such partnership. When a partnership has converted to another entity or business form pursuant to this section, for all purposes of the laws of the State of Delaware, the other entity or business form shall be deemed to be the same entity as the converting partnership and the conversion shall constitute a continuation of the existence of the partnership in the form of such other entity or business form.

(d) In connection with a conversion of a domestic partnership to another entity or business form pursuant to this section, rights or securities of or interests in the domestic partnership which is to be converted may be exchanged for or converted into cash, property, rights or securities of or interests in the entity or business form into which the domestic partnership 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 another entity or business form, may remain outstanding or may be canceled.

(e) If a partnership shall convert in accordance with this section to another entity or business form organized, formed or created under the laws of a jurisdiction other than the State of Delaware, a certificate of conversion to non-Delaware entity executed in accordance with § 15-105 of this title shall be filed in the office of the Secretary of State in accordance with § 15-105 of this title. The certificate of conversion to non-Delaware entity 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 in which the entity or business form, to which the partnership shall be converted, is organized, formed or created, and the name of such entity or business form;

(4) 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 to non-Delaware entity;

(5) That the conversion has been approved in accordance with this section;

(6) 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 to which a copy of the process referred to in paragraph (e)(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 § 15-112(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 paragraph 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 converted out of the State of Delaware at all such addresses furnished by the plaintiff in accordance with the procedures set forth in § 15-112(b) of this title.

(f) Upon the filing in the office of the Secretary of State of the certificate of conversion to non-Delaware entity or upon the future effective date or time of the certificate of conversion to non-Delaware entity 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 of Delaware. A copy of the certificate of conversion to non-Delaware entity certified by the Secretary of State shall be prima facie evidence of the conversion by such partnership out of the State of Delaware.

(g) The conversion 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 conversion to non-Delaware entity shall not be deemed to affect any obligations or liabilities of the partnership incurred prior to such conversion or the personal liability of any person incurred prior to such conversion, nor shall it be deemed to affect the choice of law applicable to the partnership with respect to matters arising prior to such conversion.

(h) When a domestic partnership has been converted to another entity or business form pursuant to this section, the other 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. 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 domestic partnership that has converted, 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 other entity or business form to which such partnership has converted and shall be the property of such other entity or business form, 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 converted shall remain attached to the other entity or business form to which such partnership 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 other entity or business form. The rights, privileges, powers and interests in property of the domestic partnership that has converted, as well as the debts, liabilities and duties of such partnership, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to which such partnership has converted for any purpose of the laws of the State of Delaware.

(i) A partnership agreement may provide that a domestic partnership shall not have the power to convert as set forth in this section.
6 Del. C. § 9-803 — Delaware Code / Title 6 / Article 9 / Part 8 / Section 9-803
§ Â
        9-803. Security interest perfected before effective date.
Status: in_force

(a) Continuing perfection: perfection requirements satisfied. — A security interest that is a perfected security interest immediately before this Act takes effect is a perfected security interest under Article 9 as amended by this Act if, when this Act takes effect, the applicable requirements for attachment and perfection under Article 9 as amended by this Act are satisfied without further action.

(b) Continuing perfection: perfection requirements not satisfied. — Except as otherwise provided in Section 9-805, if, immediately before this Act takes effect, a security interest is a perfected security interest, but the applicable requirements for perfection under Article 9 as amended by this Act are not satisfied when this Act takes effect, the security interest remains perfected thereafter only if the applicable requirements for perfection under Article 9 as amended by this Act are satisfied within one year after this Act takes effect.

(c) Special transition provision regarding trusts and trustees. — If, immediately before this Act takes effect, a security interest against a debtor that is a trust or trustee is enforceable and would have priority over the rights of a person that becomes a lien creditor at that time, but, pursuant to Section 9-503(a)(3) (dealing with the sufficiency of the name of the debtor if the collateral is held in a trust), the financing statement filed in this State prior to the date this Act takes effect naming the trust or trustee as the debtor would be ineffective under this Act solely because it does not sufficiently provide the name of the debtor, the financing statement remains effective to the same extent as under former Article 9 of the Uniform Commercial Code (and shall remain effective by filing continuation statements naming the debtor as in the financing statement to be continued) if (i) the trust is a trust created under the provisions of Chapter 38 of Title 12 (the Delaware Statutory Trust Act), (ii) the trust is a common law business trust, or (iii) a trustee of the trust is an organization authorized under the laws of this State to exercise corporate trust powers.
6 Del. C. § 4404 — Delaware Code / Title 6 / Chapter 44 / Section 4404
§ Â
        4404. Unlawful practices.
Status: reserved

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

(1) Fail to furnish the buyer with a fully completed receipt or copy of any contract pertaining to such sale at the time of its execution, which is in the same language, e.g., Spanish, as that principally used in the oral sales presentation and which shows the date of the transaction and contains the name and address of the seller, and in immediate proximity to the space reserved in the contract for the signature of the buyer or on the front page of the receipt if a contract is not used and in bold-faced type of a minimum size of 10-point, a statement in substantially the following form:

“YOU, THE BUYER, MAY CANCEL THIS TRANSACTION AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION. SEE THE ATTACHED NOTICE OF CANCELLATION FORM FOR AN EXPLANATION OF THIS RIGHT.”

Beginning 1 year after the effective date of this section, such statement shall be printed in an ink of a conspicuous color other than that used for the rest of the contract and/or receipt.

(2) Fail to furnish each buyer, when signing the door-to-door sales contract or otherwise agrees to buy consumer goods or services from the seller, a completed form in duplicate, captioned “Notice of Cancellation,” which shall be attached to the contract or receipt and easily detachable, and which shall contain in 10-point, bold-faced type the following information and statements in the same language, e.g., Spanish, as that used in the contract:

“NOTICE OF CANCELLATION

________ (Enter date of transaction)

You may cancel this transaction, without any penalty or obligation, within 3 business days from the above date.

If you cancel, any property traded in, any payments made by you under the contract or sale and any negotiable instrument executed by you will be returned within 10 business days following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be cancelled.

If you cancel, you must make available to the seller at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale; or you may if you wish comply with the instructions of the seller regarding the return shipment of the goods at the seller’s expense and risk.

If you do not agree to return the goods to the seller or if the seller does not pick them up within 20 days of the date of your Notice of Cancellation, you may retain or dispose of the goods without any further obligation.

To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice or any other written notice, or send a telegram, to

________ (Name of seller), at ________ (Address at seller’s place of business)

not later than midnight of ________________ (Date)

I hereby cancel this transaction.

________________ (Date)

________ (Buyer’s signature)”

(3) Fail, before furnishing copies of the “Notice of Cancellation” to the buyer, to complete both copies by entering the name of the seller, the address of the seller’s place of business, the date of the transaction and the date, not earlier than the third business day following the date of the transaction, by which the buyer may give the Notice of Cancellation.

(4) Include in any door-to-door contract or receipt any confession of judgment or any waiver of any of the rights to which the buyer is entitled under this chapter including specifically the right to cancel the sale in accordance with this chapter.

(5) Fail to inform each buyer orally, at the time the buyer signs the contract or purchases the goods or services, of the right to cancel.

(6) Misrepresent in any manner the buyer’s right to cancel.

(7) Fail or refuse to honor any valid Notice of Cancellation by a buyer and within 10 business days after the receipt of such Notice, to (i) refund all payments made under the contract or sale; (ii) return any goods or property traded in, in substantially as good condition as when received by the seller; (iii) cancel and return any negotiable instrument executed by the buyer in connection with the contract or sale and take any action necessary or appropriate to terminate promptly any security interest created in the transaction.

(8) Negotiate, transfer, sell or assign any note or other evidence of indebtedness to a finance company or other third party prior to midnight of the fifth business day following the day the contract was signed or the goods or services were purchased.

(9) Fail, within 10 business days of receipt of the buyer’s Notice of Cancellation, to notify the buyer whether the seller intends to repossess or to abandon any shipped or delivered goods.
6 Del. C. § 1912 — Delaware Code / Title 6 / Chapter 19 / Section 1912
§ Â
        1912. Venue.
Status: in_force

For purposes of venue, a nonprofit association is a resident of a city or county in which it has an office.
6 Del. C. § 4916 — Delaware Code / Title 6 / Chapter 49 / Section 4916
§ Â
        4916. Civil actions for violations.
Status: in_force

(a) Notwithstanding the terms, provisions or conditions of any agreement or franchise or other terms or provisions of any novation, waiver or other written instrument, any person who is or may be injured by a violation of a provision of this chapter or any party to a franchise who is so injured in such party’s business or property by a violation of a provision of this chapter relating to that franchise, or any person so injured because such person refuses to accede to a proposal for an arrangement which, if consummated, would be in violation of this chapter may bring an action in any court of competent jurisdiction for damages and equitable relief including injunctive relief. Said person may recover damages in the amount equal to the actual pecuniary loss. In addition, said person may recover costs and reasonable attorney’s fees as damages. Upon a prima facie showing by the person filing the petition or cause of action that a violation of this chapter has occurred, the burden of proof shall then be upon the opposing party to prove that such violation did not occur.

(b) Where the violation of a provision of this chapter can be shown to be wilful or wanton, or if continued multiple violations of a provision or provisions of this chapter occur, the court may award punitive damages, attorney’s fees and costs in addition to any other damages under this chapter.

(c) A new motor vehicle dealer, if the dealer has not suffered any loss of money or property, may obtain final equitable relief if it can be shown that the violation of a provision of this chapter by a manufacturer may have the effect of causing such loss of money or property.

(d) Where there are continued violations of a provision or provisions of this chapter and it can be shown that the violations are wilful or wanton, the court, in addition to any other remedy or award of damages under this chapter, may assess monetary penalties.

(e) In addition to any other relief under this chapter, the court may assess monetary penalties against a manufacturer for violations of this chapter.
6 Del. C. § 15-801 — Delaware Code / Title 6 / Chapter 15 / Subchapter VIII / Section 15-801
§ Â
        15-801. Events causing dissolution and winding up of partnership business or affairs.
Status: in_force

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

(1) In a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under § 15-601(2) through (12) of this title, of that partner’s express will to withdraw as a partner, on a later date specified by the partner in the notice or, if no later date is specified, then upon receipt of notice;

(2) In a partnership for a definite term or particular undertaking:

(i) Within 90 days after a partner’s dissociation by death or otherwise under § 15-601(6) through (12) of this title or wrongful dissociation under § 15-602(b) of this title, at least half of the remaining partners express the will to wind up the partnership business, for which purpose a partner’s rightful dissociation pursuant to § 15-602(b)(2)(i) of this title constitutes the expression of that partner’s will to wind up the partnership business;

(ii) The express will of all of the partners to wind up the partnership business or affairs; or

(iii) The expiration of the term or the completion of the undertaking;

(3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business or affairs;

(4) An event that makes it unlawful for all or substantially all of the business or affairs of the partnership to be continued, but a cure of such illegality within 90 days after the partnership has notice of the event is effective retroactively to the date of the event for purposes of this section;

(5) On application by or for a partner to the Court of Chancery, the entry of a decree of dissolution of a partnership by the Court of Chancery upon a determination by the Court of Chancery that it is not reasonably practicable to carry on the partnership business, purpose or activity in conformity with the partnership agreement; or

(6) On application by a transferee of a partner’s economic interest to the Court of Chancery, a determination by the Court of Chancery that it is equitable to wind up the partnership business or affairs:

(i) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or

(ii) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
6 Del. C. § 2111 — Delaware Code / Title 6 / Chapter 21 / Section 2111
§ Â
        2111. Limitation of actions.
Status: in_force

Any action to enforce this chapter shall be forever barred unless commenced within 4 years after the cause of action accrued. For purposes of this section, a cause of action for a continuing violation is deemed to accrue at any time during the period of such violation. Whenever any civil or criminal proceeding is instituted by the federal government to prevent, restrain, or punish violations of the federal antitrust laws, the running of the period of limitations in respect of every right of action arising under this chapter, based in whole or in part on any matter complained of in the federal proceeding, shall be suspended during the pendency of said proceeding and for 1 year thereafter; provided, however, that whenever the running of the period of limitations in respect of a right of action arising under this chapter is suspended hereunder, any action to enforce such right of action shall be forever barred unless commenced within the period of suspension or within 4 years after the cause of action accrued.
6 Del. C. § 7604 — Delaware Code / Title 6 / Chapter 76 / Section 7604
§ Â
        7604. Form requirements.
Status: reserved

(a) The disclosure information required by this chapter must be disclosed in a lease-purchase agreement, and must:

(1) Be made clearly and conspicuously with items appearing in logical order and segregated as appropriate for readability and clarity;

(2) Be made in writing;

(3) Need not be contained in a single writing or made in the order set forth in § 7603 of this title; and

(4) May be supplemented by additional information or explanations supplied by the lessor, but none shall be stated, used or placed so as to mislead or confuse the lessee, or to contradict, obscure or detract attention from the information required by § 7603 of this title, and so long as the additional information or explanations do not have the effect of circumventing, evading or unduly complicating the information required to be disclosed by § 7603 of this title.

(b) Every lease-purchase agreement shall contain a notice in at least 8-point standard type, reading as follows:

“NOTICE TO THE LESSEE: (1) DO NOT SIGN THIS LEASE-PURCHASE AGREEMENT BEFORE YOU READ IT OR IF IT CONTAINS ANY BLANK SPACE. (2) YOU ARE ENTITLED TO A COMPLETELY FILLED-IN COPY OF THIS AGREEMENT. (3) UNDER THE LAW, YOU HAVE THE RIGHT TO EXERCISE AN EARLY PURCHASE OPTION WHICH WILL RESULT IN A LOWER COST TO ACQUIRE OWNERSHIP.”

(c) Timing. — The lessor shall disclose all information required by § 7603 of this title before the lease-purchase agreement is executed. These disclosures must be made on the face of the writing evidencing the lease-purchase agreement.

(d) Copy to lessee. — (1) Before any payment is due, the lessor shall furnish the lessee with an exact copy of each lease-purchase agreement. The agreement shall be signed by the lessee and is evidence of the lessee’s agreement. If there is more than 1 lessee in a lease-purchase agreement, delivery of a copy of the lease-purchase agreement to 1 of the lessees constitutes compliance with this paragraph; however, a lessee not signing the agreement is not liable under it.

(2) Any acknowledgement by the lessee of delivery of a copy of the lease-purchase agreement shall be printed or written in a size equal to at least 10-point bold type and, if contained in the lease-purchase agreement, shall also appear directly above the space reserved for the lessee’s signature.

(3) The lessee’s written acknowledgement, conforming to the requirements of this section for delivery of a copy of the lease-purchase agreement, shall create a conclusive presumption of such delivery and of compliance with this section, in any action or proceeding by or against an assignee of the lease-purchase agreement without knowledge to the contrary when the assignee purchases the contract.

(e) Type size. — The terms of the lease-purchase agreement, except as otherwise provided in this section, must be set forth in not less than 8-point standard type.
6 Del. C. § 2A-306 — Delaware Code / Title 6 / Article 2A / Part 3 / Section 2A-306
§ Â
        2A-306. Priority of certain liens arising by operation of law.
Status: in_force

If a person in the ordinary course of his or her business furnishes services or materials with respect to goods subject to a lease contract, a lien upon those goods in the possession of that person given by statute or rule of law for those materials or services takes priority over any interest of the lessor or lessee under the lease contract or this Article unless the lien is created by statute and the statute provides otherwise or unless the lien is created by rule of law and the rule of law provides otherwise.
6 Del. C. § 2-327 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-327
§ Â
        2-327. Special incidents of sale on approval and sale or return.
Status: in_force

(1) Under a sale on approval unless otherwise agreed

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

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

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

(2) Under a sale or return unless otherwise agreed

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

(b) the return is at the buyer’s risk and expense.
6 Del. C. § 5135 — Delaware Code / Title 6 / Chapter 51 / Section 5135
§ Â
        5135. Injunction.
Status: in_force

The Secretary of Agriculture may apply to any court of competent jurisdiction for, and such court upon hearing and for cause shown may grant, a temporary or permanent injunction restraining any person from violating this chapter.
6 Del. C. § 17-906 — Delaware Code / Title 6 / Chapter 17 / Subchapter IX / Section 17-906
§ Â
        17-906. Cancellation of registration.
Status: in_force

A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation executed by any person authorized to execute the certificate on behalf of the foreign limited partnership, together with a fee as set forth in § 17-1107(a)(6) of this title. The registration of a foreign limited partnership shall be canceled as provided in §§ 17-104(i)(4), 17-904(e) and 17-1109(g) of this title. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the doing of business in this State.
6 Del. C. § 2-719 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-719
§ Â
        2-719. Contractual modification or limitation of remedy.
Status: in_force

(1) Subject to the provisions of subsections (2) and (3) of this section and of the preceding section on liquidation and limitation of damages,

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

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

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

(3) Consequential damages may be limited or excluded unless the limitation or exclusion is unconscionable. Limitation of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation of damages where the loss is commercial is not.
6 Del. C. § 2-716 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-716
§ Â
        2-716. Buyerâs right to specific performance or replevin.
Status: in_force

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

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

(3) The buyer has a right of replevin for goods identified to the contract if after reasonable effort he or she is unable to effect cover for such goods or the circumstances reasonably indicate that such effort will be unavailing or if the goods have been shipped under reservation and satisfaction of the security interest in them has been made or tendered. In the case of goods bought for personal, family, or household purposes, the buyer’s right of replevin vests upon acquisition of a special property, even if the seller had not then repudiated or failed to deliver.
6 Del. C. § 8-304 — Delaware Code / Title 6 / Article 8 / Part 3 / Section 8-304
§ Â
        8-304. Endorsement.
Status: in_force

(a) An endorsement may be in blank or special. An endorsement in blank includes an endorsement to bearer. A special endorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank endorsement to a special endorsement.

(b) An endorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement.

(c) An endorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the endorsement is on a separate document, until delivery of both the document and the certificate.

(d) If a security certificate in registered form has been delivered to a purchaser without a necessary endorsement, the purchaser may become a protected purchaser only when the endorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.

(e) An endorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses.

(f) Unless otherwise agreed, a person making an endorsement assumes only the obligations provided in Section 8-108 and not an obligation that the security will be honored by the issuer.
6 Del. C. § 5-108 — Delaware Code / Title 6 / Article 5 / Section 5-108
§ Â
        5-108. Issuerâs rights and obligations.
Status: in_force

(a) Except as otherwise provided in Section 5-109, an issuer shall honor a presentation that, as determined by the standard practice referred to in subsection (e), appears on its face strictly to comply with the terms and conditions of the letter of credit. Except as otherwise provided in Section 5-113 and unless otherwise agreed with the applicant, an issuer shall dishonor a presentation that does not appear so to comply.

(b) An issuer has a reasonable time after presentation, but not beyond the end of the seventh business day of the issuer after the day of its receipt of documents:

(1) to honor,

(2) if the letter of credit provides for honor to be completed more than seven business days after presentation, to accept a draft or incur a deferred obligation, or

(3) to give notice to the presenter of discrepancies in the presentation.

(c) Except as otherwise provided in subsection (d), an issuer is precluded from asserting as a basis for dishonor any discrepancy if timely notice is not given, or any discrepancy not stated in the notice if timely notice is given.

(d) Failure to give the notice specified in subsection (b) or to mention fraud, forgery, or expiration in the notice does not preclude the issuer from asserting as a basis for dishonor fraud or forgery as described in Section 5-109(a) or expiration of the letter of credit before presentation.

(e) An issuer shall observe standard practice of financial institutions that regularly issue letters of credit. Determination of the issuer’s observance of the standard practice is a matter of interpretation for the court. The court shall offer the parties a reasonable opportunity to present evidence of the standard practice.

(f) An issuer is not responsible for:

(1) the performance or nonperformance of the underlying contract, arrangement, or transaction,

(2) an act or omission of others, or

(3) observance or knowledge of the usage of a particular trade other than the standard practice referred to in subsection (e).

(g) If an undertaking constituting a letter of credit under Section 5-102(a)(10) contains non-documentary conditions, an issuer shall disregard the non-documentary conditions and treat them as if they were not stated.

(h) An issuer that has dishonored a presentation shall return the documents or hold them at the disposal of, and send advice to that effect to, the presenter.

(i) An issuer that has honored a presentation as permitted or required by this Article:

(1) is entitled to be reimbursed by the applicant in immediately available funds not later than the date of its payment of funds;

(2) takes the documents free of claims of the beneficiary or presenter;

(3) is precluded from asserting a right of recourse on a draft under Sections 3-414 and 3-415;

(4) except as otherwise provided in Sections 5-110 and 5-117, is precluded from restitution of money paid or other value given by mistake to the extent the mistake concerns discrepancies in the documents or tender which are apparent on the face of the presentation; and

(5) is discharged to the extent of its performance under the letter of credit.
6 Del. C. § 2726 — Delaware Code / Title 6 / Chapter 27 / Subchapter III / Section 2726
§ Â
        2726. Warranty claims.
Status: in_force

If, after the termination of a contract agreement, the dealer submits a warranty claim to the supplier for work performed prior to the effective date of the termination, the supplier shall accept or reject the claim within a maximum of 45 days from the day that the supplier received the claim. A claim not rejected before the deadline shall be deemed accepted. The supplier shall pay an accepted claim not later than 60 days after the day that the supplier received the claim.
6 Del. C. § 2541 — Delaware Code / Title 6 / Chapter 25 / Subchapter IV / Section 2541
§ Â
        2541. Definitions.
Status: in_force

As used in this subchapter:

“Credit card” means any card or document entitling its holder to obtain any goods or services by the production of the card or document, and entitling its holder to tender payment for such goods and services at a later date.
6 Del. C. § 8-205 — Delaware Code / Title 6 / Article 8 / Part 2 / Section 8-205
§ Â
        8-205. Effect of unauthorized signature on certificated security.
Status: in_force

An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by:

(1) an authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or

(2) an employee of the issuer, or of any of the persons listed in paragraph (1), entrusted with responsible handling of the security certificate.
6 Del. C. § 3309 — Delaware Code / Title 6 / Chapter 33 / Section 3309
§ Â
        3309. Cancellation.
Status: in_force

The Secretary of State shall cancel from the register:

(1) After 1 year from the effective date of this chapter, all registrations under prior acts which are more than 10 years old, and not renewed in accordance with this chapter;

(2) Any registration concerning which the Secretary of State shall receive a voluntary request for cancellation thereof from the registrant or the assignee of record;

(3) All registrations granted under this chapter and not renewed in accordance with this chapter;

(4) Any registration concerning which a court of competent jurisdiction shall find:

a. That the registered mark has been abandoned;

b. That the registrant is not the owner of the mark;

c. That the registration was granted improperly;

d. That the registration was obtained fraudulently; or

e. That the registered mark is so similar, as to be likely to cause confusion or to deceive, to a mark registered by another person in the United States Patent Office, prior to the date of the filing of the application for registration by the registrant hereunder, and not abandoned; provided, however, that should the registrant prove ownership of a concurrent registration of the mark in the United States Patent Office covering an area including this State, the registration hereunder shall not be canceled; or

(5) When a court of competent jurisdiction shall order cancellation of a registration on any ground.
6 Del. C. § 2543 — Delaware Code / Title 6 / Chapter 25 / Subchapter IV / Section 2543
§ Â
        2543. Penalty.
Status: in_force

Whoever violates § 2542 of this title shall be fined not less than $100 nor more than $500 for each offense.
6 Del. C. § 17-604 — Delaware Code / Title 6 / Chapter 17 / Subchapter VI / Section 17-604
§ Â
        17-604. Distribution upon withdrawal.
Status: in_force

Except as provided in this subchapter, upon withdrawal any withdrawing partner is entitled to receive any distribution to which such partner is entitled under a partnership agreement and, if not otherwise provided in a partnership agreement, such partner is entitled to receive, within a reasonable time after withdrawal, the fair value of such partner’s partnership interest in the limited partnership as of the date of withdrawal based upon such partner’s right to share in distributions from the limited partnership.
6 Del. C. § 4914 — Delaware Code / Title 6 / Chapter 49 / Section 4914
§ Â
        4914. Validity of certain agreements.
Status: in_force

(a) It shall be unlawful directly or indirectly to impose unreasonable restrictions on the new motor vehicle dealer relative to the sale, transfer, right to renew, termination, discipline, noncompetition covenants, site control (whether by sublease, collateral pledge of lease or otherwise), right of first refusal to purchase, option to purchase, compliance with subjective standards and assertion of legal or equitable rights.

(b) This chapter shall not preclude dealers, manufacturers or distributors from entering into valid releases or settlement agreements consistent with the policy of this chapter. In no case shall a general release required to be executed as a condition to renewal of a franchise agreement be deemed to be consistent with the policy of this chapter.

(c) It shall be unlawful to sell a new motor vehicle to a consumer except for the federal government in the State unless that person, persons, partnership or corporation has a valid franchise agreement from a franchiser for that make or line and is in compliance with all Delaware Motor Vehicle licensing requirements. This subsection shall not preclude a franchiser from providing information to consumers for the purposes of marketing or facilitating the sale of a new motor vehicle or from establishing programs to sell or offer to sell new motor vehicles through participating franchisees.
6 Del. C. § 2404A — Delaware Code / Title 6 / Chapter 24A / Section 2404A
§ Â
        2404A. License required.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, a provider may not provide debt-management services to an individual who it reasonably should know resides in this State at the time it agrees to provide the services, unless the provider is licensed under this chapter.

(b) If a provider is licensed under this chapter, subsection (a) of this section does not apply to an employee or agent of the provider.

(c) The Attorney General shall maintain and publicize a list of the names of all licensed providers.
6 Del. C. § 2503M — Delaware Code / Title 6 / Chapter 25M / Section 2503M
§ Â
        2503M. Enforcement.
Status: in_force

A violation of this chapter is an unlawful practice under § 2513 of this title and a violation of subchapter II of Chapter 25 of this title.
6 Del. C. § 4011 — Delaware Code / Title 6 / Chapter 40 / Section 4011
§ Â
        4011. Misrepresentation as to registration or breed; remedies.
Status: in_force

(a) A seller shall not state, promise or represent to the purchaser, directly or indirectly, that an animal is registered or capable of being registered with an animal registering organization unless the seller provides the purchaser with the documents necessary for that registration with 120 days following the date of sale of such animal.

(b) In the event that a seller fails to provide documents necessary for registration within 120 days following the date of sale, the purchaser shall, upon written notice to the seller, be entitled to retain the animal and receive a partial refund of 75 percent of the purchase price or return the animal along with all documentation previously provided the purchaser for a full refund. Remedies under this section shall also be available where there was a material misrepresentation in connection with the sale as to the breed of the animal.
6 Del. C. § 17-1206  — Delaware Code / Title 6 / Chapter 17 / Subchapter XII / Section 17-1206 
§ Â
        17-1206 . Derivative suits.
Status: in_force

Limited partners of a statutory public benefit limited partnership or assignees of partnership interests in a statutory public benefit limited partnership owning individually or collectively, as of the date of instituting such derivative suit, at least 2% of the then-current percentage or other interest in the profits of the limited partnership or, in the case of a limited partnership with partnership interests listed on a national securities exchange, the lesser of such percentage or partnership interests of at least $2,000,000 in market value, may maintain a derivative lawsuit to enforce the requirements set forth in § 17-1204(a) of this title.
6 Del. C. § 18-1102 — Delaware Code / Title 6 / Chapter 18 / Subchapter XI / Section 18-1102
§ Â
        18-1102. Short title.
Status: in_force

This chapter may be cited as the “Delaware Limited Liability Company Act.”
6 Del. C. § 9-614 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-614
§ Â
        9-614. Contents and form of notification before disposition of collateral: consumer-goods transaction.
Status: in_force

(a) Contents and form of notification. —

In a consumer-goods transaction, the following rules apply:

(1) A notification of disposition must provide the following information:

(A) the information specified in Section 9-613(a)(1);

(B) a description of any liability for a deficiency of the person to which the notification is sent;

(C) a telephone number from which the amount that must be paid to the secured party to redeem the collateral under Section 9-623 is available; and

(D) a telephone number or mailing address from which additional information concerning the disposition and the obligation secured is available.

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

(3) The following form of notification, when completed in accordance with the instructions in subsection (b), provides sufficient information:

__[Name and address of secured party]

__[Date]

NOTICE OF OUR PLAN TO SELL PROPERTY

(Name and address of any obligor who is also a debtor)

Subject: (Identify transaction)

We have your (describe collateral), because you broke promises in our agreement.

{1} We will sell (describe collateral) at public sale. A sale could include a lease or license. The sale will be held as follows:

____(Date)

____(Time)

____(Place)

You may attend the sale and bring bidders if you want.

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

{3} The money that we get from the sale, after paying our costs, will reduce the amount you owe. If we get less money than you owe, you (will or will not, as applicable) still owe us the difference. If we get more money than you owe, you will get the extra money, unless we must pay it to someone else.

{4} You can get the property back at any time before we sell it by paying us the full amount you owe, not just the past due payments, including our expenses. To learn the exact amount you must pay, call us at (telephone number).

{5} If you want us to explain to you in (writing) (writing or in (description of electronic record)) (description of electronic record) how we have figured the amount that you owe us, {6} call us at (telephone number) (or) (write us at secured party’s address)) (or contact us by (description of electronic communication method)) {7} and request (a written explanation) (a written explanation or an explanation in (description of electronic record)) (an explanation in (description of electronic record)).

{8} We will charge you $ (amount) for the explanation if we sent you another written explanation of the amount you owe us within the last six months.

{9} If you need more information about the sale (call us at (telephone number)) (or) (write us at (secured party’s address)) (or contact us by (description of electronic communication method)).

{10} We are sending this notice to the following other people who have an interest in (describe collateral) or who owe money under your agreement:

(Names of all other debtors and obligors, if any)

________

[End of Form]

(4) A notification in the form of paragraph (3) is sufficient, even if additional information appears at the end of the form.

(5) A notification in the form of paragraph (3) is sufficient, even if it includes errors in information not required by paragraph (1), unless the error is misleading with respect to rights arising under this Article.

(6) If a notification under this section is not in the form of paragraph (3), law other than this Article determines the effect of including information not required by paragraph (1).

(b) Instructions for form of notification. —

The following instructions apply to the form of notification in subsection (a)(3):

(1) The instructions in this subsection refer to the numbers in braces before items in the form of notification in subsection (a)(3). 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 either item {1}, if the notification relates to a public disposition of the collateral, or item {2}, if the notification relates to a private disposition of the collateral.

(3) Include and complete items {3}, {4}, {5}, {6}, and {7}.

(4) In item {5}, include and complete any 1 of the 3 alternative methods for the explanation—writing, writing or electronic record, or electronic record.

(5) In item {6}, include the telephone number. In addition, the sender may include and complete either or both of the two additional alternative methods of communication—writing or electronic communication—for the recipient of the notification to communicate with the sender. Neither of the 2 additional methods of communication is required to be included.

(6) In item {7}, include and complete the method or methods for the explanation—writing, writing or electronic record, or electronic record—included in item {5}.

(7) Include and complete item {8} only if a written explanation is included in item {5} as a method for communicating the explanation and the sender will charge the recipient for another written explanation.

(8) In item {9}, include either the telephone number or the address or both the telephone number and the address. In addition, the sender may include and complete the additional method of communication—electronic communication—for the recipient of the notification to communicate with the sender. The additional method of electronic communication is not required to be included.

(9) If item {10} does not apply, insert “None” after “agreement:”.
6 Del. C. § 2502G — Delaware Code / Title 6 / Chapter 25G / Section 2502G
§ Â
        2502G. Flame retardant prohibitions.
Status: in_force

A person may not manufacture, sell, offer to sell, or distribute any of the following products if the product contains or has a constituent component that contains more than 0.1% of a flame-retardant chemical or more than 0.1% of a mixture that includes 1 or more flame-retardant chemicals:

(1) Upholstered furniture, if the flame-retardant chemical is in the fabric, barrier or decking materials, covering, or cushioning materials.

(2) Children’s products.
6 Del. C. § 2-714 — Delaware Code / Title 6 / Article 2 / Part 7 / Section 2-714
§ Â
        2-714. Buyerâs damages for breach in regard to accepted goods.
Status: in_force

(1) Where the buyer has accepted goods and given notification (subsection (3) of Section 2-607) he or she may recover as damages for any non-conformity of tender the loss resulting in the ordinary course of events from the seller’s breach as determined in any manner which is reasonable.

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

(3) In a proper case any incidental and consequential damages under the next section may also be recovered.
6 Del. C. § 2112 — Delaware Code / Title 6 / Chapter 21 / Section 2112
§ Â
        2112. Security not required of State and public bodies.
Status: in_force

Unless otherwise ordered by the Court, the State and its public bodies shall not be required to give security in any action or proceeding under this chapter.
6 Del. C. § 4312 — Delaware Code / Title 6 / Chapter 43 / Subchapter III / Section 4312
§ Â
        4312. Assignment of contract; notice to buyer.
Status: in_force

No right of action or defense arising out of a retail installment sale which the buyer has against the seller, and which would be cut off by assignment, shall be cut off by assignment of the contract to any third party whether or not the third party acquires the contract in good faith and for value unless the assignee given notice of the assignment to the buyer as provided in this section and within 15 days of the mailing of such notice receives no written notice of the facts giving rise to the claim or defense of the buyer, or unless the assignee acquires the contract or evidence of indebtedness relying in good faith upon a certificate of completion or certificate of satisfaction signed by the buyer. A notice of assignment shall be in writing addressed to the buyer at the address shown on the contract and shall identify the contract and state that the buyer must, within 15 days of the date of mailing of such notice, notify the assignee in writing of any facts giving rise to a claim or defense which the buyer may have. The notice of assignment shall state the name of the seller and buyer, a description of the goods and services, the time balance and the number and amounts of the installments. If a certificate of completion or satisfaction is relied upon, the following notation must appear at the top thereof in at least 10 point bold type: “Notice to Buyer — Do Not Sign this certificate until all services have been satisfactorily performed and materials supplied or goods received and found satisfactory.”
6 Del. C. § 2006 — Delaware Code / Title 6 / Chapter 20 / Section 2006
§ Â
        2006. Statute of limitations.
Status: in_force

An action for misappropriation must be brought within 3 years after the misappropriation is discovered or by the exercise of reasonable diligence should have been discovered. For the purposes of this section, a continuing misappropriation constitutes a single claim.
6 Del. C. § 15-120 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-120
§ Â
        15-120. No statutory appraisal rights.
Status: in_force

Unless otherwise provided in a partnership agreement or an agreement of merger or consolidation or a plan of merger, no appraisal rights shall be available with respect to a partnership interest or another interest in a partnership, including in connection with any amendment of a partnership agreement, any merger or consolidation in which the partnership is a constituent party to the merger or consolidation, any conversion of the partnership to another business form, any transfer to or domestication or continuance in any jurisdiction by the partnership, or the sale of all or substantially all of the partnership’s assets. The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any appraisal rights provided in a partnership agreement or an agreement of merger or consolidation or a plan of merger.
6 Del. C. § 17-1208  — Delaware Code / Title 6 / Chapter 17 / Subchapter XII / Section 17-1208 
§ Â
        17-1208 . Accomplishment by other means.
Status: in_force

The provisions of this subchapter shall not be construed to limit the accomplishment by any other means permitted by law of the formation or operation of a limited partnership that is formed or operated for a public benefit (including a limited partnership that is designated as a public benefit limited partnership) that is not a statutory public benefit limited partnership.
6 Del. C. § 15-408 — Delaware Code / Title 6 / Chapter 15 / Subchapter IV / Section 15-408
§ Â
        15-408. Remedies for breach of partnership agreement.
Status: in_force

A partnership agreement may provide that (i) a partner who fails to perform in accordance with, or to comply with the terms and conditions of, the partnership agreement shall be subject to specified penalties or specified consequences, and (ii) at the time or upon the happening of events specified in the partnership agreement, a partner shall be subject to specified penalties or specified consequences. Such specified penalties or specified consequences may include and take the form of any penalty or consequence set forth in § 15-207(b) of this title.
6 Del. C. § 2306 — Delaware Code / Title 6 / Chapter 23 / Section 2306
§ Â
        2306. Defense of usury as available to certain entities and associations.
Status: in_force

No corporation, limited partnership, statutory trust, business trust or limited liability company, and no association or joint stock company having any of the powers and privileges of corporations not possessed by individuals or partnerships, shall interpose the defense of usury in any action.
6 Del. C. § 1401 — Delaware Code / Title 6 / Chapter 14 / Section 1401
§ Â
        1401. Definitions.
Status: in_force

As used in this chapter, unless the context otherwise requires:

(1) “Certificate of acceptance” means a certificate of acceptance filed in accordance with § 1407 of this title including, except where the context requires otherwise, any amendments thereto and corrections and restatements thereof.

(2) “Employee” means any person employed by a workers cooperative.

(3) “Member” means any patron of a workers cooperative that has been accepted for membership in such workers cooperative and whose membership has not been terminated.

(4) “Nonvoting stock” means any stock of a workers cooperative that, as of the time of determination, is not voting stock.

(5) “Organizational documents” mean the certificate of incorporation of the workers cooperative, the bylaws of the workers cooperative and agreements among the stockholders and the workers cooperative. Provisions of this chapter setting forth requirements with respect to the organizational documents shall be deemed to be satisfied if such requirements are contained in or implemented through at least 1 of the documents referred to in the preceding sentence.

(6) “Patron” means any person that:

a. Performs (directly or indirectly) services for a workers cooperative; or

b. Receives (directly or indirectly) services from a workers cooperative.

(7) “Patronage” means services (i) performed (directly or indirectly) by a person for a workers cooperative or (ii) received by a person (directly or indirectly) from a workers cooperative.

(8) “Person” means a natural person, partnership (whether limited or general), limited liability company, trust (whether common law or business), estate, association, corporation, custodian, nominee or any other entity.

(9) “Stockholder” means any person that holds stock issued by a workers cooperative.

(10) “Voting stock” means any stock of a workers cooperative that, as of the time of determination, is entitled to vote on any matter submitted to stockholders.

(11) “Voting trust agreement” means an agreement in writing by and among 2 or more stockholders and the workers cooperative with respect to the exercise of the voting rights of the voting stock held by 1 or more of such stockholders.

(12) “Workers cooperative” means any corporation that:

a. Is incorporated under the laws of this State; and

b. Files a certificate of acceptance, which certificate has been accepted for filing by the office of the Secretary of State in accordance with § 1409 of this title and has become effective.

A workers cooperative may be organized for any lawful business or activity.

(13) “Written notice of allocation” means a written instrument that discloses to a member that stated dollar amount of such member’s patronage allocation and the terms for payment of that amount by the workers cooperative.
6 Del. C. § 4A-502 — Delaware Code / Title 6 / Article 4A / Part 5 / Section 4A-502
§ Â
        4A-502. Creditor process served on receiving bank; setoff by beneficiaryâs bank.
Status: in_force

(a) As used in this section, “creditor process” means levy, attachment, garnishment, notice of lien, sequestration, or similar process issued by or on behalf of a creditor or other claimant with respect to an account.

(b) This subsection applies to creditor process with respect to an authorized account of the sender of a payment order if the creditor process is served on the receiving bank. For the purpose of determining rights with respect to the creditor process, if the receiving bank accepts the payment order the balance in the authorized account is deemed to be reduced by the amount of the payment order to the extent the bank did not otherwise receive payment of the order, unless the creditor process is served at a time and in a manner affording the bank a reasonable opportunity to act on it before the bank accepts the payment order.

(c) If a beneficiary’s bank has received a payment order for payment to the beneficiary’s account in the bank, the following rules apply:

(1) The bank may credit the beneficiary’s account. The amount credited may be set off against an obligation owed by the beneficiary to the bank or may be applied to satisfy creditor process served on the bank with respect to the account.

(2) The bank may credit the beneficiary’s account and allow withdrawal of the amount credited unless creditor process with respect to the account is served at a time and in a manner affording the bank a reasonable opportunity to act to prevent withdrawal.

(3) If creditor process with respect to the beneficiary’s account has been served and the bank has had a reasonable opportunity to act on it, the bank may not reject the payment order except for a reason unrelated to the service of process.

(d) Creditor process with respect to a payment by the originator to the beneficiary pursuant to a funds transfer may be served only on the beneficiary’s bank with respect to the debt owed by that bank to the beneficiary. Any other bank served with the creditor process is not obliged to act with respect to the process.
6 Del. C. § 2712 — Delaware Code / Title 6 / Chapter 27 / Subchapter II / Section 2712
§ Â
        2712. Promise to pay debt of another under $5.
Status: in_force

All promises and assumptions, whereby any person undertakes to answer, or pay, for the default, debt, or miscarriage, of another, any sum under $5.00, being proved by the oath or affirmation of the persons to whom such promise and assumption are made, are good and available in law to charge the party making such promise or assumption.
6 Del. C. § 2573 — Delaware Code / Title 6 / Chapter 25 / Subchapter VII / Section 2573
§ Â
        2573. Property condition report.
Status: in_force

The agent, subagent or seller, as applicable, shall give a copy of the Seller’s Disclosure of Real Property Condition Report to all prospective buyers or prospective buyer’s agent prior to the time the buyer makes an offer to purchase. This written disclosure form, signed by buyer and seller, shall become a part of the purchase agreement.
6 Del. C. § 12D-106 — Delaware Code / Title 6 / Chapter 12D / Section 12D-106
§ Â
        12D-106. Duties of controllers.
Status: in_force

(a) A controller shall do all of the following:

(1) Limit the collection of personal data to what is adequate, relevant, and reasonably necessary in relation to the purposes for which such data is processed, as disclosed to the consumer.

(2) Except as otherwise permitted by this chapter, not process personal data for purposes that are neither reasonably necessary to, nor compatible with, the disclosed purposes for which such personal data is processed, as disclosed to the consumer, unless the controller obtains the consumer’s consent.

(3) Establish, implement, and maintain reasonable administrative, technical, and physical data security practices to protect the confidentiality, integrity, and accessibility of personal data appropriate to the volume and nature of the personal data at issue.

(4) Not process sensitive data concerning a consumer without obtaining the consumer’s consent, or, in the case of the processing of sensitive data concerning a known child, without first obtaining consent from the child’s parent or lawful guardian and otherwise complying with § 1204C of this title.

(5) Not process personal data in violation of the laws of this State and federal laws that prohibit unlawful discrimination.

(6) Provide an effective mechanism for a consumer to revoke the consumer’s consent under this section that is at least as easy as the mechanism by which the consumer provided the consumer’s consent and, upon revocation of such consent, cease to process the data as soon as practicable, but not later than 15 days after the receipt of such request.

(7) Not process the personal data of a consumer for purposes of targeted advertising, or sell the consumer’s personal data without the consumer’s consent, under circumstances where a controller has actual knowledge or wilfully disregards that the consumer is at least 13 years of age but younger than 18 years of age.

(8) Not discriminate against a consumer for exercising any of the consumer rights contained in this chapter, including denying goods or services, charging different prices or rates for goods or services, or providing a different level of quality of goods or services to the consumer.

(b) Nothing in subsection (a) of this section shall be construed to require a controller to provide a product or service that requires the personal data of a consumer which the controller does not collect or maintain, or prohibit a controller from offering a different price, rate, level, quality, or selection of goods or services to a consumer, including offering goods or services for no fee, if the offering is in connection with a consumer’s voluntary participation in a bona fide loyalty, rewards, premium features, discounts, or club card program.

(c) A controller shall provide consumers with a reasonably accessible, clear, and meaningful privacy notice that includes all of the following:

(1) The categories of personal data processed by the controller.

(2) The purpose for processing personal data.

(3) How consumers may exercise their consumer rights, including how a consumer may appeal a controller’s decision with regard to the consumer’s request.

(4) The categories of personal data that the controller shares with third parties, if any.

(5) The categories of third parties with which the controller shares personal data, if any.

(6) An active electronic mail address or other online mechanism that the consumer may use to contact the controller.

(d) If a controller sells personal data to third parties or processes personal data for targeted advertising, the controller shall clearly and conspicuously disclose such processing, as well as the manner in which a consumer may exercise the right to opt out of such processing.

(e) (1) A controller shall establish, and shall describe in the privacy notice required by subsection (c) of this section, 1 or more secure and reliable means for consumers to submit a request to exercise their consumer rights pursuant to this chapter. Such means shall take into account the ways in which consumers normally interact with the controller, the need for secure and reliable communication of such requests, and the ability of the controller to verify the identity of the consumer making the request. A controller shall not require a consumer to create a new account in order to exercise consumer rights, but may require a consumer or the consumer’s authorized agent to use an existing account. Any such means shall include all of the following:

a.1. Providing a clear and conspicuous link on the controller’s Internet website to an Internet web page that enables a consumer, or an agent of the consumer, to opt out of the targeted advertising or the sale of the consumer’s personal data.

2. Not later than January 1, 2026, allowing a consumer to opt out of any processing of the consumer’s personal data for the purposes of targeted advertising, or any sale of such personal data, through an opt-out preference signal sent, with such consumer’s consent, by a platform, technology, or mechanism to the controller indicating such consumer’s intent to opt out of any such processing or sale. Such platform, technology, or mechanism shall do all of the following:

A. Not unfairly disadvantage another controller.

B. Not make use of a default setting, but, rather, require the consumer to make an affirmative, freely given, and unambiguous choice to opt out of any processing of such consumer’s personal data pursuant to this chapter.

C. Be consumer friendly and easy to use by the average consumer.

D. Be as consistent as possible with any other similar platform, technology, or mechanism required by any federal or state law or regulation.

E. Enable the controller to reasonably determine whether the consumer is a resident of the State and whether the consumer has made a legitimate request to opt out of any sale of such consumer’s personal data or targeted advertising.

b. If a consumer’s decision to opt out of any processing of the consumer’s personal data for the purposes of targeted advertising, or any sale of such personal data, through an opt-out preference signal sent in accordance with the provisions of paragraph (e)(1)a. of this section conflicts with the consumer’s existing controller-specific privacy setting or voluntary participation in a controller’s bona fide loyalty, rewards, premium features, discounts or club card program, the controller shall comply with such consumer’s opt-out preference signal but may notify such consumer of such conflict and provide to such consumer the choice to confirm such controller-specific privacy setting or participation in such program.

(2) If a controller responds to consumer opt-out requests received pursuant to paragraph (e)(1)a. of this section by informing the consumer of a charge for the use of any product or service, the controller shall present the terms of any financial incentive offered pursuant to paragraph (e)(1)b. of this section for the retention, use, sale, or sharing of the consumer’s personal data.
6 Del. C. § 2911 — Delaware Code / Title 6 / Chapter 29 / Section 2911
§ Â
        2911. Office of Retail Gasoline Sales; rules and regulations; Advisory Council; injunctions.
Status: repealed

(a) The Office of Retail Gasoline Sales is established within the Weights and Measures Unit of the Department of Agriculture, and shall have the power to perform and be responsible for the performance of all the administrative, ministerial, clerical and advisory functions involved in the administration and enforcement of this chapter. The Office of Retail Gasoline Sales shall determine the rules and regulations necessary for the proper enforcement of this chapter, but prior to the adoption, amendment or repeal of any rule or regulation the Office shall:

(1) Give at least 20 days’ notice for a public hearing. Such notice shall include a statement of either the terms or substance of the intended action or a description of the subjects and issues involved, and the time when, the place where, and the manner in which interested persons may present their views thereon. The notice shall be mailed to all persons who have made timely request to the Office for advance notice, and shall be published at least once in each county by a daily newspaper of general circulation and at least once in a weekly newspaper in each county.

(2) Afford all interested persons the opportunity to submit data, views or arguments (orally or in writing). The Office shall fully consider all oral and written suggestions respecting the proposed rule or regulation. The Office may make its decision at the public hearing or announce the earliest date as to when it intends to make its decision. Any proceeding to contest a rule or regulation by the Office must be commenced within 6 months from the effective date of the rule or regulation.

(b), (c) [Repealed.]

(d) The Attorney General, the Office or any aggrieved person may institute an action in the Court of Chancery to enjoin any person from engaging in or continuing a practice in violation of this chapter.
6 Del. C. § 4A-107 — Delaware Code / Title 6 / Article 4A / Part 1 / Section 4A-107
§ Â
        4A-107. Federal Reserve regulations and operating circulars.
Status: in_force

Regulations of the Board of Governors of the Federal Reserve System and operating circulars of the Federal Reserve Banks supersede any inconsistent provision of this Article to the extent of the inconsistency.
6 Del. C. § 2105 — Delaware Code / Title 6 / Chapter 21 / Section 2105
§ Â
        2105. General power of Attorney General.
Status: in_force

The Attorney General shall have full power and authority on behalf of the State and its public bodies to investigate suspected violations of this chapter or of federal antitrust laws, and may institute such proceedings as are provided for violations thereof.
6 Del. C. § 8-505 — Delaware Code / Title 6 / Article 8 / Part 5 / Section 8-505
§ Â
        8-505. Duty of securities intermediary with respect to payments and distributions.
Status: in_force

(a) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if:

(1) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or

(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution.

(b) A securities intermediary is obligated to its entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary.
6 Del. C. § 2-502 — Delaware Code / Title 6 / Article 2 / Part 5 / Section 2-502
§ Â
        2-502. Buyerâs right to goods on sellerâs repudiation, failure to deliver, or insolvency.
Status: in_force

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

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

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

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

(3) If the identification creating his or her special property has been made by the buyer he or she acquires the right to recover the goods only if they conform to the contract for sale.
6 Del. C. § 2804 — Delaware Code / Title 6 / Chapter 28 / Subchapter I / Section 2804
§ Â
        2804. Cancellation.
Status: in_force

(a) A purchaser shall have the right to cancel a membership camping resort contract within 5 business days following the date of its execution.

(b) The right of cancellation shall not be waived and any attempt to obtain such waiver shall be unlawful. Nothing in this section shall preclude the execution of documents in advance of closing for delivery after the expiration of the cancellation period.

(c) If the purchaser elects to cancel the contract, the cancellation may be done only by mailing notice thereof by certified mail to the operator at the address listed in the contract. The cancellation shall be deemed effective upon mailing.

(d) Upon cancellation, the operator shall refund to the purchaser all payments made by such purchaser and collected by the operator pursuant to the canceled contract. The refund shall be made within 15 days and may, where payment has been made by credit card, be made by an appropriate credit to the purchaser’s account.
6 Del. C. § 5002D — Delaware Code / Title 6 / Chapter 50D / Section 5002D
§ Â
        5002D. Mailed notice; change of address or ownership.
Status: in_force

(a) A notice given by a museum under this chapter must be mailed to the lender’s last known address by certified mail. Proper notice is given if the museum receives proof of receipt of the notice not more than 30 days after notice was mailed.

(b) If:

(1) The lender’s address; or

(2) The address of any designated agent of the lender changes, the lender must provide written notice of the new address to the museum.

(c) If the ownership of property loaned to a museum changes while the museum is in possession of the property, the new owner of the property must provide written notice to the museum of:

(1) The change of ownership of the property; and

(2) The name and address of the new owner.
6 Del. C. § 17-1001 — Delaware Code / Title 6 / Chapter 17 / Subchapter X / Section 17-1001
§ Â
        17-1001. Right to bring action.
Status: in_force

A limited partner or an assignee of a partnership interest may bring an action in the Court of Chancery in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
6 Del. C. § 3-303 — Delaware Code / Title 6 / Article 3 / Part 3 / Section 3-303
§ Â
        3-303. Value and consideration.
Status: in_force

(a) An instrument is issued or transferred for value if:

(1) The instrument is issued or transferred for a promise of performance, to the extent the promise has been performed;

(2) The transferee acquires a security interest or other lien in the instrument other than a lien obtained by judicial proceeding;

(3) The instrument is issued or transferred as payment of, or as security for, an antecedent claim against any person, whether or not the claim is due;

(4) The instrument is issued or transferred in exchange for a negotiable instrument; or

(5) The instrument is issued or transferred in exchange for the incurring of an irrevocable obligation to a third party by the person taking the instrument.

(b) “Consideration” means any consideration sufficient to support a simple contract. The drawer or maker of an instrument has a defense if the instrument is issued without consideration. If an instrument is issued for a promise of performance, the issuer has a defense to the extent performance of the promise is due and the promise has not been performed. If an instrument is issued for value as stated in subsection (a), the instrument is also issued for consideration.
6 Del. C. § 73-404 — Delaware Code / Title 6 / Chapter 73 / Subchapter IV / Section 73-404
§ Â
        73-404. Immunity from prosecution.
Status: in_force

No person is excused from attending and testifying or from producing any document or record before the Director, or in obedience to the subpoena of the Director or any designated officer or in any proceeding instituted by the Director, on the ground that the testimony or evidence (documentary or otherwise) required of that person may tend to incriminate or subject that person to penalty or forfeiture; but no individual may be prosecuted or subjected to any penalty or forfeiture for or on account of any transaction, matter, or thing concerning which the person is compelled, after claiming privilege against self-incrimination, to testify or produce evidence (documentary or otherwise), except that the individual testifying is not exempt from prosecution and punishment for perjury or contempt committed in testifying.
6 Del. C. § 15-705 — Delaware Code / Title 6 / Chapter 15 / Subchapter VII / Section 15-705
§ Â
        15-705. Continued use of partnership name.
Status: in_force

Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership.
6 Del. C. § 15-1103 — Delaware Code / Title 6 / Chapter 15 / Subchapter XI / Section 15-1103
§ Â
        15-1103. Effect of failure to qualify.
Status: in_force

(a) A foreign limited liability partnership doing business in the State of Delaware may not maintain an action or proceeding in the State of Delaware until it has in effect a statement of foreign qualification and has paid to the State of Delaware all fees and penalties for the years or parts thereof during which it did business in the State of Delaware without such qualification.

(b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in the State of Delaware or does not impair the right of any other party to a contract to maintain any action, suit or proceeding on the contract.

(c) A limitation on personal liability of a partner is not waived solely by doing business in the State of Delaware without a statement of foreign qualification having been filed.

(d) If a foreign limited liability partnership does business in the State of Delaware without a statement of foreign qualification having been filed, the Secretary of State is its agent for service of process with respect to a right of action arising out of the doing of business in the State of Delaware and service of process may be made in accordance with the procedures set forth in § 15-113 of this title.
6 Del. C. § 2-304 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-304
§ Â
        2-304. Price payable in money, goods, realty, or otherwise.
Status: in_force

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

(2) Even though all or part of the price is payable in an interest in realty the transfer of the goods and the seller’s obligations with reference to them are subject to this Article, but not the transfer of the interest in realty or the transferor’s obligations in connection therewith.
6 Del. C. § 3-111 — Delaware Code / Title 6 / Article 3 / Part 1 / Section 3-111
§ Â
        3-111. Place of payment.
Status: in_force

Except as otherwise provided for items in Article 4, an instrument is payable at the place of payment stated in the instrument. If no place of payment is stated, an instrument is payable at the address of the drawee or maker stated in the instrument. If no address is stated, the place of payment is the place of business of the drawee or maker. If a drawee or maker has more than one place of business, the place of payment is any place of business of the drawee or maker chosen by the person entitled to enforce the instrument. If the drawee or maker has no place of business, the place of payment is the residence of the drawee or maker.
6 Del. C. § 2826 — Delaware Code / Title 6 / Chapter 28 / Subchapter II / Section 2826
§ Â
        2826. Escrow.
Status: in_force

All purchase money received from or on behalf of a purchaser in connection with the execution of a contract shall be deposited and held in this State in an escrow account designated solely for that purpose, which may be the seller’s own escrow account or that of the seller’s attorney, until the time for cancellation has expired as provided for in § 2824 of this title, unless a later time is provided in the contract. If the contract has not been canceled, any purchase money received from a purchaser may be released to the seller upon:

(1) The conveying to the purchaser of the right or license to use the time-share unit and facilities as required in the contract; or

(2) The forfeiture of the purchase money by the purchaser under the terms of the contract.
6 Del. C. § 17-224 — Delaware Code / Title 6 / Chapter 17 / Subchapter II / Section 17-224
§ Â
        17-224. Merger and consolidation of registered series.
Status: in_force

(a) Pursuant to an agreement of merger or consolidation, 1 or more registered series may merge or consolidate with or into 1 or more other registered series of the same limited partnership with such registered series as the agreement shall provide being the surviving or resulting registered series. Unless otherwise provided in the partnership agreement, an agreement of merger or consolidation shall be approved:

(1) By all general partners associated with each such registered series; and

(2) By limited partners who own more than 50% of the then current percentage or other interest in the profits of each such registered series owned by all of the limited partners associated with such series.

In connection with a merger or consolidation hereunder, rights or securities of, or interests in, a registered series 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 registered series 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 domestic limited partnership or other business entity which is not the surviving or resulting registered series in the merger or consolidation, may remain outstanding or may be canceled. Notwithstanding prior approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for such termination or amendment contained in the agreement of merger or consolidation.

(b) If a registered series is merging or consolidating under this section, the registered series surviving or resulting in or from the merger or consolidation shall file in the office of the Secretary of State a certificate of merger or consolidation of registered series executed in accordance with § 17-204 of this title. The certificate of merger or consolidation of registered series shall state:

(1) The name of each registered series which is to merge or consolidate and the name of the limited partnership that formed such registered series;

(2) That an agreement of merger or consolidation has been approved and executed by or on behalf of each registered series which is to merge or consolidate;

(3) The name of the surviving or resulting registered series;

(4) Such amendments, if any, to the certificate of registered series of the surviving registered series as are desired to be effected by the merger (which amendments may amend and restate the certificate of registered series of the surviving registered series in its entirety);

(5) 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 of registered series;

(6) That the agreement of merger or consolidation is on file at a place of business of the surviving or resulting registered series or the limited partnership that formed such registered series, and shall state the address thereof; and

(7) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting registered series, on request and without cost, to any partner of any registered series which is to merge or consolidate.

(c) Unless a future effective date or time is provided in a certificate of merger or consolidation of registered series, a merger or consolidation pursuant to this section shall be effective upon the filing in the office of the Secretary of State of a certificate of merger or consolidation of registered series.

(d) A certificate of merger or consolidation of registered series shall act as a certificate of cancellation of certificate of registered series of the registered series which is not the surviving or resulting registered series in the merger or consolidation. A certificate of merger or consolidation of registered series that sets forth any amendment in accordance with paragraph (b)(4) of this section shall be deemed to be an amendment to the certificate of registered series of the surviving registered series, and no further action shall be required to amend the certificate of registered series of the surviving registered series under § 17-221 of this title with respect to such amendments set forth in such certificate of merger or consolidation. Whenever this section requires the filing of a certificate of merger or consolidation of registered series, 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 such certificate of merger or consolidation.

(e) An agreement of merger or consolidation approved in accordance with paragraph (a) of this section may effect any amendment to the partnership agreement relating solely to the registered series that are constituent parties to the merger or consolidation.

Any amendment to a partnership agreement relating solely to the registered series that are constituent parties to the merger or consolidation 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 of the partnership agreement, other than a provision that by its terms applies to an amendment to the partnership agreement 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 relating to any constituent registered series to the merger or consolidation (including a registered series formed for the purpose of consummating a merger or consolidation) shall be the partnership agreement of the surviving or resulting registered series.

(f) 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 registered series that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of said registered series, as well as all other things and causes of action belonging to each of such registered series, shall be vested in the surviving or resulting registered series, and shall thereafter be the property of the surviving or resulting registered series as they were of each of the registered series 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 registered 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 any of said registered series shall be preserved unimpaired, and all debts, liabilities and duties of each of the said registered series that have merged or consolidated shall thenceforth attach to the surviving or resulting registered series, 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 registered series of a limited partnership, including a registered series which is not the surviving or resulting registered series in the merger or consolidation, shall not require such registered series to wind up its affairs under § 17-221 of this title, or pay its liabilities and distribute its assets under § 17-221 of this title and the merger or consolidation shall not constitute a dissolution of such registered series.

(g) A partnership agreement may provide that a registered series of such limited partnership shall not have the power to merge or consolidate as set forth in this section.
6 Del. C. § 2564 — Delaware Code / Title 6 / Chapter 25 / Subchapter VI / Section 2564
§ Â
        2564. Contracts void; civil liability.
Status: in_force

(a) Any contract made in violation of § 2563 of this title shall be void and any person who, directly or through the use of agents or intermediaries, induces or causes another person to participate in a pyramid or chain distribution scheme shall be liable to that person in an amount equal to the sum of:

(1) Twice the amount of any consideration paid; and

(2) In the case of any successful action to enforce such liability, the costs of the action together with a reasonable attorney’s fee, as determined by the court.

(b) An action under this section may be brought in any court in this State otherwise having jurisdiction over the dollar amount being sought by way of recovery within 1 year from the date on which the consideration was paid.
6 Del. C. § 2404B — Delaware Code / Title 6 / Chapter 24B / Subchapter I / Section 2404B
§ Â
        2404B. Required language.
Status: in_force

The disclosures and documents required by this chapter must be in English. If a person communicates with an individual primarily in a language other than English, that person must furnish a translation into the other language of the disclosures and documents required by this chapter.
6 Del. C. § 4302 — Delaware Code / Title 6 / Chapter 43 / Subchapter I / Section 4302
§ Â
        4302. Waiver prohibited; separability; transactions not covered.
Status: in_force

(a) Any waiver of the buyer of this chapter shall be deemed contrary to public policy and shall be unenforceable and void.

(b) If this chapter or the application thereof to any person or circumstances is held unconstitutional, the remainder of the chapter and the application of such provision to other persons or circumstances shall not be affected thereby.

(c) Except as provided in § 4315 of this title, this chapter shall not apply to any retail installment sale which is made for a cash sale price of $75 or less, where no title, lien or other security interest is retained or taken by the seller. This section shall not apply to sales made pursuant to the provisions of §§ 4334-4343 of this title.
6 Del. C. § 2A-402 — Delaware Code / Title 6 / Article 2A / Part 4 / Section 2A-402
§ Â
        2A-402. Anticipatory repudiation.
Status: in_force

If either party repudiates a lease contract with respect to a performance not yet due under the lease contract, the loss of which performance will substantially impair the value of the lease contract to the other, the aggrieved party may:

(a) For a commercially reasonable time, await retraction of repudiation and performance by the repudiating party;

(b) Make demand pursuant to Section 2A-401 and await assurance of future performance adequate under the circumstances of the particular case; or

(c) Resort to any right or remedy upon default under the lease contract or this Article, even though the aggrieved party has notified the repudiating party that the aggrieved party would await the repudiating party’s performance and assurance and has urged retraction. In addition, whether or not the aggrieved party is pursuing one of the foregoing remedies, the aggrieved party may suspend performance or, if the aggrieved party is the lessor, proceed in accordance with the provisions of this Article on the lessor’s right to identify goods to the lease contract notwithstanding default or to salvage unfinished goods (Section 2A-524).