6 Del. C. § 4903 — Delaware Code / Title 6 / Chapter 49 / Section 4903
§ Â
        4903. Sales incentives; warranty and predelivery obligations to new motor vehicle dealers.
Status: in_force

(a) (1) Each new motor vehicle manufacturer shall do all of the following:

a. Specify in writing to each of its new motor vehicle dealers licensed in this State the dealer’s obligations for predelivery preparation, manufacturer-sponsored maintenance programs, manufacturer extended warranty, certified pre-owned warranty, manufacturer-issued service contracts, parts exchange programs, recall and warranty service on its products.

b. Compensate the new motor vehicle dealer for such service required of the dealer by the manufacturer.

c. Provide the dealer the schedule of compensation to be paid such dealer for parts, work, and service in connection therewith, and the time allowance for the performance of such work and service.

d. Allow at least 180 days for its new motor vehicle dealers to submit claims for reimbursement for such services required of the dealers by the manufacturer.

(2) Notwithstanding the terms of any franchise agreement, it is unlawful for a new motor vehicle manufacturer to recover all or any portion of its costs for compensating its dealers in this State for recalls or warranty parts and service either by reduction in the amount due to the dealer, or by separate charge, surcharge, or other imposition.

(b) In no event shall such schedule of compensation for such services identified in paragraph (a)(1) of this section fail to include reasonable compensation for diagnostic work, as well as parts, repair service and labor. Time allowances for the diagnosis and performance of warranty work and service shall be reasonable and adequate for the work to be performed. With respect to manufacturer-sponsored maintenance programs, manufacturer extended warranty, certified pre-owned warranty, manufacturer-issued service contracts, parts exchange programs, recall and warranty parts and labor reimbursement, reasonable compensation shall not be less than the rate charged by such dealer for like services to nonwarranty customers for nonwarranty parts, service, and repairs. If a manufacturer furnishes a part or component to a motor vehicle dealer at no cost or at a reduced cost to use in performing repairs under a recall, campaign service action, recall or warranty repair, the manufacturer shall compensate the dealer for the part or component in the same manner as warranty parts compensation under paragraph (a)(1) of this section, less the dealer cost for the part or component as listed in the manufacturer’s price schedule.

(1) For the purposes of this provision, the dealer's rate charged to nonwarranty customers for parts and labor shall be established by the dealer submitting to the manufacturer 100 sequential customer paid service repair orders or 90 days of customer paid service repair orders, whichever is less, covering like repairs made no more than 180 days before the submission of such customer paid service repair orders and declaring the schedule of compensation. The new schedule of compensation shall take effect within 30 days after the initial submission to the manufacturer and shall be presumed to be fair and reasonable. However, within 30 days following receipt of the declared schedule of compensation from the dealer, the manufacturer may make reasonable requests for additional information supporting the declared schedule of compensation. The 30-day time frame in which the manufacturer shall make the schedule of compensation effective shall commence following receipt from the dealer of any reasonably requested supporting information. No manufacturer shall require a motor vehicle dealer to establish a schedule of compensation by any other methodology or require supportive information that is unduly burdensome or time consuming to provide including, but not limited to, part by part or transaction by transaction calculations. The dealer shall not request a change in the schedule of compensation more than once every 9 months.

(2) For the purposes of this provision, all of the following parts or types of repairs are excluded from the calculation:

a. Repairs for manufacturer special events and manufacturer discounted service campaigns.

b. Parts sold at wholesale or parts discounted by a dealer for repairs made in group fleet, insurance, or other third-party payer service work or parts used in repairs of government agencies’ repairs for which volume discounts have been negotiated.

c. Tires replaced due to normal wear.

d. Routine maintenance not covered under any retail customer warranty such as alignments, flushes, oil changes, brakes, fluids, filters and belts not provided in the course of repairs.

e. Engine assemblies and transmission assemblies.

f. Vehicle reconditioning.

g. Batteries, other than electric vehicle or hybrid vehicle propulsion batteries.

h. Lightbulbs, other than lightbulbs that use light emitting diode technology.

i. Nuts, bolts, fasteners, and similar items that do not have an individual part number.

(3) A manufacturer shall not take or threaten to take adverse action against a dealer who seeks to obtain compensation pursuant to this provision, including but not limited to, creating or implementing an obstacle or process that is inconsistent with the manufacturer's obligations to the dealer under this provision.

(4) Within 30 days of receiving the manufacturer's notice of denial of the dealer's parts and/or labor submission pursuant to this subsection, any such new motor vehicle dealer may file with the Public Service Commission a protest to the manufacturer's denial. In the event a protest is filed, the manufacturer possesses the burden of proof to establish that the dealer's submission did not meet the respective submission requirements contained within this provision. In the event a dealer prevails in a protest filed under this provision, the dealer's increased parts and/or labor reimbursement shall be provided retroactive to the date the submission would have been effective pursuant to the terms of this section but for the manufacturer's denial.

(c) It is a violation of this section for any new motor vehicle manufacturer to fail to perform any warranty obligations or to fail to include in written notices of factory recalls to new motor vehicle owners and dealers the expected date by which necessary parts and equipment will be available to dealers for the correction of such defects, or to fail to compensate any of the new motor vehicle dealers in this State for repairs effected by such recall.

(d) (1) All claims made by new motor vehicle dealers pursuant to this section for such labor and parts shall be paid within 30 days following their approval; provided, however, that the manufacturer retains the right to audit such claims and to charge back the dealer for claims due to fraud, work done unnecessarily, or work not properly performed for a period of 180 days following payment. All such claims shall be either approved or disapproved within 30 days after their receipt on forms and in the manner specified by the manufacturer, and any claim not specifically disapproved in writing within 30 days after the receipt shall be construed to be approved and payment must follow within 30 days. A manufacturer or distributor shall not deny a claim or reduce the amount to be reimbursed to the dealer as long as the dealer has provided reasonably sufficient documentation that the dealer did both of the following:

a. Made a good faith attempt to perform the work in compliance with the reasonable written policies and procedures of the manufacturer.

b. Actually performed the work.

(2) The manufacturer or distributor may not disapprove or charge back a reimbursement claim provided that the dealer can substantiate the claim either in accordance with the manufacturer’s reasonable policies and procedures or by other reasonable means. A claim may not be denied or charged back due to an administrative error by the dealer as long as the claim meets the above requirements. The 180-day limitation on the manufacturer’s right to audit a claim shall not be effect in the case of fraudulent claims.

(3) Notwithstanding anything in this subsection to the contrary, a manufacturer may not fail to fully compensate a dealer for warranty or recall work or make any charge back to the dealer’s account based on the dealer’s failure to comply with the manufacturer’s claim documentation procedures unless both of the following requirements have been met:

a. The dealer has, within the previous 12 months, failed to comply with the same specific documentation procedure.

b. The manufacturer has, within the previous 12 months, provided a written warning to the dealer by certified United States mail, return receipt requested, identifying the specific claim documentation procedure violated by the dealer.

(e) Any audit for sales incentives, service incentives, rebates or other forms of incentive compensation shall only be for a period of 180 days following the date of the termination of the sales incentives program, service incentives program, rebate program or other form of incentive compensation program. These limitations shall not be in effect in the case of fraudulent claims.

(f) A manufacturer may not do any of the following related to a claim by a new motor vehicle dealer, unless it can be shown that the claim was false or fraudulent or that the dealer failed to reasonably substantiate the claim either in accordance with the manufacturer’s reasonable written procedures or by other reasonable means:

(1) Deny a new motor vehicle dealer’s claim for sales incentives, service incentives, rebates, or other forms of incentive compensation.

(2) Reduce the amount to be paid to the dealer on the claim.

(3) Charge a dealer back subsequent to the payment of the claim.

(g) (1) A manufacturer that has entered into a franchise agreement with a new motor vehicle dealer must compensate the new motor vehicle dealer for a used motor vehicle in any of the following circumstances:

a. That is of the same make and model manufactured, imported, or distributed by the manufacturer.

b. That is subject to a recall notice issued by the manufacturer or an authorized governmental agency, regardless of whether the vehicle is identified by its vehicle identification number.

c. That is held by the new motor vehicle dealer in the dealer’s inventory at the time a recall notice is issued or that is taken by the new motor vehicle dealer into the dealer’s inventory after the recall notice as a result of a retail consumer trade-in or a lease return to the dealer inventory in accordance with an applicable lease contract.

d. That cannot be repaired due to the unavailability, within 30 days after issuance of the recall notice, of a remedy or parts necessary for the new motor vehicle dealer to make the recall repair.

e. For which the manufacturer has not issued a written statement to the new motor vehicle dealer indicating that the used motor vehicle may be sold or delivered to a retail customer before completion of the recall repair. The purpose of such written statement is to provide notice to the new motor vehicle dealer that the vehicle may be sold or delivered based solely on the specific recall notice and is not intended to address any other aspect of the vehicle unrelated to the recall notice.

(2) The manufacturer shall pay the required compensation within 30 days after the motor vehicle dealer’s application for payment. Applications for payment must be submitted monthly, as necessary, through the manufacturer’s existing warranty application system or another system or process established by the manufacturer which is not unduly burdensome or which does not require information unnecessary for the payment.

(3) Compensation under this section must be the greater of the following:

a. Payment at a rate of at least 1.5 percent per month of the motor vehicle value, as determined by the average Black Book value of the corresponding model year vehicle of average condition, of each eligible used motor vehicle in the new motor vehicle dealer’s inventory for each month that the dealer does not receive a remedy and parts to complete the required recall repair. Such payment must be prorated for any period less than 1 month based on the number of days during the month each eligible used motor vehicle is in the motor vehicle dealer’s inventory.

b. Payment under a national program applicable to all motor vehicle dealers holding a franchise agreement with the manufacturer for the motor vehicle dealer’s costs associated with holding the eligible used motor vehicles.
6 Del. C. § 2A-201 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-201
§ Â
        2A-201. Statute of frauds.
Status: in_force

(1) A lease contract is not enforceable by way of action or defense unless:

(a) The total payments to be made under the lease contract, excluding payments for options to renew or buy, are less than $1,000; or

(b) There is a record, signed by the party against whom enforcement is sought or by that party’s authorized agent, sufficient to indicate that a lease contract has been made between the parties and to describe the goods leased and the lease term.

(2) Any description of leased goods or of the lease term is sufficient and satisfies subsection (1)(b), whether or not it is specific, if it reasonably identifies what is described.

(3) A record is not insufficient because it omits or incorrectly states a term agreed upon, but the lease contract is not enforceable under subsection (1)(b) beyond the lease term and the quantity of goods shown in the record.

(4) A lease contract that does not satisfy the requirements of subsection (1), but which is valid in other respects, is enforceable:

(a) If the goods are to be specially manufactured or obtained for the lessee and are not suitable for lease or sale to others in the ordinary course of the lessor’s business, and the lessor, before notice of repudiation is received and under circumstances that reasonably indicate that the goods are for the lessee, has made either a substantial beginning of their manufacture or commitments for their procurement;

(b) If the party against whom enforcement is sought admits in that party’s pleading, testimony or otherwise in court that a lease contract was made, but the lease contract is not enforceable under this provision beyond the quantity of goods admitted; or

(c) With respect to goods that have been received and accepted by the lessee.

(5) The lease term under a lease contract referred to in subsection (4) is:

(a) If there is a record signed by the party against whom enforcement is sought or by that party’s authorized agent specifying the lease term, the term so specified;

(b) If the party against whom enforcement is sought admits in that party’s pleading, testimony, or otherwise in court a lease term, the term so admitted; or

(c) A reasonable lease term.
6 Del. C. § 2A-108 — Delaware Code / Title 6 / Article 2A / Part 1 / Section 2A-108
§ Â
        2A-108. Unconscionability.
Status: in_force

(1) If the court as a matter of law finds a lease contract or any clause of a lease contract to have been unconscionable at the time it was made, the court may refuse to enforce the lease contract, or it may enforce the remainder of the lease contract without the unconscionable clause, or it may so limit the application of any unconscionable clause as to avoid any unconscionable result.

(2) With respect to a consumer lease, if the court as a matter of law finds that a lease contract or any clause of a lease contract has been induced by unconscionable conduct or that unconscionable conduct has occurred in the collection of a claim arising from a lease contract, the court may grant appropriate relief.

(3) Before making a finding of unconscionability under subsection (1) or (2), the court, on its own motion or that of a party, shall afford the parties a reasonable opportunity to present evidence as to the setting, purpose, and effect of the lease contract or clause thereof, or of the conduct.

(4) In an action in which the lessee claims unconscionability with respect to a consumer lease:

(a) If the court finds unconscionability under subsection (1) or (2), the court shall award reasonable attorney’s fees to the lessee.

(b) If the court does not find unconscionability and the lessee claiming unconscionability has brought or maintained an action he or she knew to be groundless, the court shall award reasonable attorney’s fees to the party against whom the claim is made.

(c) In determining attorney’s fees, the amount of the recovery on behalf of the claimant under subsections (1) and (2) is not controlling.
6 Del. C. § 18-602 — Delaware Code / Title 6 / Chapter 18 / Subchapter VI / Section 18-602
§ Â
        18-602. Resignation of manager.
Status: in_force

A manager may resign as a manager of a limited liability company at the time or upon the happening of events specified in a limited liability company agreement and in accordance with the limited liability company agreement. A limited liability company agreement may provide that a manager shall not have the right to resign as a manager of a limited liability company. Notwithstanding that a limited liability company agreement provides that a manager does not have the right to resign as a manager of a limited liability company, a manager may resign as a manager of a limited liability company at any time by giving written notice to the members and other managers. If the resignation of a manager violates a limited liability company agreement, in addition to any remedies otherwise available under applicable law, a limited liability company may recover from the resigning manager damages for breach of the limited liability company agreement and offset the damages against the amount otherwise distributable to the resigning manager.
6 Del. C. § 9-104 — Delaware Code / Title 6 / Article 9 / Part 1 / Section 9-104
§ Â
        9-104. Control of deposit account.
Status: in_force

(a) Requirements for control. — A secured party has control of a deposit account if:

(1) the secured party is the bank with which the deposit account is maintained;

(2) the debtor, secured party, and bank have agreed in a signed record that the bank will comply with instructions originated by the secured party directing disposition of the funds in the account without further consent by the debtor;

(3) the secured party becomes the bank’s customer with respect to the deposit account;

(4) the debtor, secured party, and bank have signed a record that (i) is conspicuously denominated a control agreement, (ii) identifies the specific deposit account in which the secured party claims a security interest, and (iii) contains 1 or more provisions addressing the disposition of funds in the deposit account or the right to direct the disposition of funds in the deposit account;

(5) the name on the deposit account is the name of the secured party or indicates that the secured party has a security interest in the deposit account; or

(6) another person, other than the debtor:

(A) has control of the deposit account and acknowledges that it has control on behalf of the secured party; or

(B) obtains control of the deposit account after having acknowledged that it will obtain control of the deposit account on behalf of the secured party.

(b) Debtor’s right to direct disposition. — A secured party that has satisfied subsection (a) has control, even if the debtor retains the right to direct the disposition of funds from the deposit account.

(c) No implied duties of bank. — The authentication of a record by the bank under subsection (a)(2) or (a)(4) does not impose upon the bank any duty not expressly agreed to by the bank in the record. The naming of the deposit account in the name of the secured party or with an indication that the secured party has a security interest in the deposit account under subsection (a)(5) does not impose upon the bank any duty not expressly agreed to by the bank.

(d) Conditions not relevant. — A secured party has control under subsection (a)(2) even if any duty of the bank to comply with instructions originated by the secured party directing disposition of the funds in the deposit account is subject to any condition or conditions (other than further consent by the debtor). A secured party has control under subsection (a)(4) even if the provision or provisions addressing the disposition of funds in the deposit account or the right to direct the disposition of funds in the deposit account are subject to any condition or conditions (other than further consent by the debtor).

(e) No inferences. — The procedures and requirements of subsections (a)(4) and (a)(5) available to obtain control shall not be used in interpreting the sufficiency of a secured party’s compliance with the procedures and requirements of subsections (a)(1), (a)(2) or (a)(3) to obtain control. The provisions of subsections (a)(4) and (a)(5) shall create no inference regarding the requirements for compliance with subsection (a)(1), (a)(2) or (a)(3).
6 Del. C. § 2205 — Delaware Code / Title 6 / Chapter 22 / Section 2205
§ Â
        2205. Security freezes for minors and protected persons.
Status: in_force

(a) In this section the following words have the meanings indicated.

(1) “Protected consumer” means an individual who is:

a. Under the age of 16 years at the time a request for the placement of a security freeze is made; or

b. An incapacitated person or a protected person for whom a guardian or conservator has been appointed.

(2) “Protected consumer security freeze” means:

a. If a consumer reporting agency does not have a consumer report pertaining to a protected consumer, a restriction that:

1. Is placed on the protected consumer’s record in accordance with this section; and

2. Prohibits the consumer reporting agency from releasing the protected consumer’s record except as provided in this section; or

b. If a consumer reporting agency has a consumer report pertaining to the protected consumer, a restriction that:

1. Is placed on the protected consumer’s consumer report in accordance with this section; and

2. Prohibits the consumer reporting agency from releasing the protected consumer’s consumer report or any information derived from the protected consumer’s consumer report except as provided in this section.

(3) “Record” means a compilation of information that:

a. Identifies a protected consumer;

b. Is created by a consumer reporting agency solely for the purpose of complying with this section; and

c. May not be created or used to consider the protected consumer’s credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living.

(4) “Representative” means a person who provides to a consumer reporting agency sufficient proof of authority to act on behalf of a protected consumer.

(5) “Sufficient proof of authority” means documentation that shows a representative has authority to act on behalf of a protected consumer. “Sufficient proof of authority” includes:

a. An order issued by a court of law;

b. A lawfully executed and valid power of attorney; or

c. A written, notarized statement signed by a representative that expressly describes the authority of the representative to act on behalf of a protected consumer.

(6) “Sufficient proof of identification” means information or documentation that identifies a protected consumer or a representative of a protected consumer. “Sufficient proof of identification” includes:

a. A Social Security number or a copy of a Social Security card issued by the Social Security Administration;

b. A certified or official copy of a birth certificate issued by the entity authorized to issue the birth certificate;

c. A copy of a driver’s license, an identification card issued by the Motor Vehicle Administration, or any other government-issued identification; or

d. A copy of a bill, including a bill for telephone, sewer, septic tank, water, electric, oil, or natural gas services, that shows a name and home address.

(b) This section does not apply to the use of a protected consumer’s consumer report or record by:

(1) A person administering a consumer report monitoring subscription service to which:

a. The protected consumer has subscribed; or

b. The representative of the protected consumer has subscribed on behalf of the protected consumer;

(2) A person providing the protected consumer or the protected consumer’s representative with a copy of the protected consumer’s consumer report on request of the protected consumer or the protected consumer’s representative; or

(3) An entity or purpose listed in § 2203(b)(14) of this title.

(c) A consumer reporting agency shall place a protected consumer security freeze for a protected consumer if:

(1) The consumer reporting agency receives a request from the protected consumer’s representative for the placement of the security freeze under this section; and

(2) The protected consumer’s representative:

a. Submits the request to the consumer reporting agency at the address or other point of contact and in the manner specified by the consumer reporting agency;

b. Provides to the consumer reporting agency sufficient proof of identification of the protected consumer and the representative;

c. Provides to the consumer reporting agency sufficient proof of authority to act on behalf of the protected consumer; and

d. Pays to the consumer reporting agency a fee as provided in subsection (j) of this section.

(d) If a consumer reporting agency does not have a consumer report pertaining to a protected consumer when the consumer reporting agency receives a request under paragraph (c)(2) of this section, the consumer reporting agency shall create a record for the protected consumer.

(e) Within 30 days after receiving a request that meets the requirements of paragraph (c)(2) of this section, a consumer reporting agency shall place a protected consumer security freeze.

(f) Unless a protected consumer security freeze is removed in accordance with subsection (h) or (k) of this section, a consumer reporting agency may not release the protected consumer’s consumer report, any information derived from the protected consumer’s consumer report, or any record created for the protected consumer.

(g) A protected consumer security freeze placed under subsection (e) of this section shall remain in effect until:

(1) The protected consumer or the protected consumer’s representative requests the consumer reporting agency to remove the protected consumer security freeze in accordance with subsection (h) of this section; or

(2) The protected consumer security freeze is removed in accordance with subsection (k) of this section.

(h) If a protected consumer or a protected consumer’s representative wishes to remove a protected consumer security freeze, the protected consumer or the protected consumer’s representative shall:

(1) Submit a request for the removal of the protected consumer security freeze to the consumer reporting agency at the address or other point of contact and in the manner specified by the consumer reporting agency;

(2) Provide to the consumer reporting agency:

a. In the case of a request by the protected consumer:

1. Proof that the sufficient proof of authority for the protected consumer’s representative to act on behalf of the protected consumer is no longer valid; and

2. Sufficient proof of identification of the protected consumer; or

b. In the case of a request by the representative of a protected consumer:

1. Sufficient proof of identification of the protected consumer and the representative; and

2. Sufficient proof of authority to act on behalf of the protected consumer; and

(3) Pay to the consumer reporting agency a fee as provided in subsection (j) of this section.

(i) Within 30 days after receiving a request that meets the requirements of subsection (h) of this section, the consumer reporting agency shall remove the protected consumer security freeze.

(j) (1) Except as provided in paragraph (j)(2) of this section, a consumer reporting agency may not charge a fee for any service performed under this section.

(2) A consumer reporting agency may charge a reasonable fee, not exceeding $5.00, for each placement or removal of a protected consumer security freeze.

(3) Notwithstanding paragraph (j)(2) of this section, a consumer reporting agency may not charge any fee under this section if:

a. The protected consumer’s representative:

1. Has obtained a report of alleged identity fraud against the protected consumer; and

2. Provides a copy of the report to the consumer reporting agency; or

b. A request for the placement or removal of a protected consumer security freeze is for a protected consumer who is under the age of 16 years at the time of the request and the consumer reporting agency has a consumer report pertaining to the protected consumer.

(k) A consumer reporting agency may remove a protected consumer security freeze or delete a record of a protected consumer if the protected consumer security freeze was placed or the record was created based on a material misrepresentation of fact by the protected consumer or the protected consumer’s representative.

(l) Violations; penalties. — If a consumer reporting agency negligently violates the protected consumer security freeze by releasing credit information that has been placed under a protected consumer security freeze, the affected protected consumer is entitled to:

(1) Notification within 5 business days of the release of the information, including specificity as to the information released and the third party recipient of the information.

(2) File a complaint with the Federal Trade Commission.

(3) In a civil action against the consumer reporting agency recover:

a. Injunctive relief to prevent or restrain further violation of the protected consumer security freeze; and/or

b. A civil penalty in an amount up to $1,000 for each violation plus any damages available under other civil laws; and

c. Reasonable expenses, court costs, investigative costs, and attorney’s fees.

(4) Each violation of the protected consumer security freeze shall be counted as a separate incident for purposes of imposing penalties under this section.
6 Del. C. § 18-220 — Delaware Code / Title 6 / Chapter 18 / Subchapter II / Section 18-220
§ Â
        18-220. Approval of conversion of a registered series of a domestic limited liability company to a protected series of such domestic limited liability company.
Status: in_force

(a) Upon compliance with this section, a registered series of a domestic limited liability company may convert to a protected series of such domestic limited liability company. An existing registered series may not become a protected series other than pursuant to this section.

(b) If the limited liability company agreement specifies the manner of authorizing a conversion of a registered series of such limited liability company to a protected series of such limited liability company, the conversion of a registered series to a protected series shall be authorized as specified in the limited liability company agreement. If the limited liability company agreement does not specify the manner of authorizing a conversion of a registered series of such limited liability company to a protected series of such limited liability company and does not prohibit a conversion of a registered series to a protected series, the conversion shall be authorized 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.

(c) Unless otherwise agreed, the conversion of a registered series of a limited liability company to a protected series of such limited liability company pursuant to this section shall not require such limited liability company or such registered series of such limited liability company to wind up its affairs under § 18-803 or § 18-218 of this title or pay its liabilities and distribute its assets under § 18-804 or § 18-218 of this title, and the conversion of a registered series of a limited liability company to a protected series of such limited liability company shall not constitute a dissolution of such limited liability company or of such registered series. When a registered series of a limited liability company has converted to a protected series of such limited liability company pursuant to this section, for all purposes of the laws of the State of Delaware, the protected series shall be deemed to be the same series as the converting registered series and the conversion shall constitute a continuation of the existence of the registered series in the form of such protected series.

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

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

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

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

(3) The name of the registered series and, if it has been changed, the name under which its certificate of registered series was originally filed;

(4) The date of filing of its original certificate of registered series with the Secretary of State;

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

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

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

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

(h) A limited liability company agreement may provide that a registered series of a limited liability company shall not have the power to convert to a protected series of such limited liability company as set forth in this section.
6 Del. C. § 2403 — Delaware Code / Title 6 / Chapter 24 / Section 2403
§ Â
        2403. Prohibited conduct.
Status: in_force

A credit services organization, a salesperson, agent or representative of a credit services organization, or an independent contractor who sells or attempts to sell the services of a credit services organization may not:

(1) Charge a buyer or receive from a buyer money or other valuable consideration before completing performance of all services the credit services organization has agreed to perform for the buyer, unless the credit services organization has obtained in accordance with § 2404 of this title a surety bond in the amount required by § 2404(e) of this title issued by a surety company authorized to do business in this State or established and maintained a surety account at a federally insured bank or savings and loan association located in this State in which the amount required by § 2404(e) of this title is held in trust as required by § 2404(c) of this title;

(2) Charge a buyer or receive from a buyer money or other valuable consideration solely for referral of the buyer to a retail seller who will or may extend credit to the buyer if the credit that is or will be extended to the buyer is substantially the same as that available to the general public;

(3) Make or use a false or misleading representation in the offer or sale of the services of a credit services organization, including:

a. Guaranteeing to “erase bad credit” or words to that effect unless the representation clearly discloses that this can be done only if the credit history is inaccurate or obsolete; and

b. Guaranteeing an extension of credit regardless of the person’s previous credit problem or credit history unless the representation clearly discloses the eligibility requirements for obtaining an extension of credit;

(4) Engage, directly or indirectly, in a fraudulent or deceptive act, practice or course of business in connection with the offer or sale of the services of a credit services organization;

(5) Make or advise a buyer to make a statement with respect to a buyer’s creditworthiness, credit standing or credit capacity that is false or misleading, or that should be known by the exercise of reasonable care to be false or misleading, to a consumer reporting agency or to a person who has extended credit to a buyer or to whom a buyer is applying for an extension of credit;

(6) Advertise or cause to be advertised, in any manner whatsoever, the services of a credit services organization without filing a registration statement with the Secretary of State, unless otherwise provided by this chapter.
6 Del. C. § 2-609 — Delaware Code / Title 6 / Article 2 / Part 6 / Section 2-609
§ Â
        2-609. Right to adequate assurance of performance.
Status: in_force

(1) A contract for sale imposes an obligation on each party that the other’s expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he or she receives such assurance may if commercially reasonable suspend any performance for which he or she has not already received the agreed return.

(2) Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.

(3) Acceptance of any improper delivery or payment does not prejudice the aggrieved party’s right to demand adequate assurance of future performance.

(4) After receipt of a justified demand failure to provide within a reasonable time not exceeding thirty days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract.
6 Del. C. § 2-105 — Delaware Code / Title 6 / Article 2 / Part 1 / Section 2-105
§ Â
        2-105. Definitions: transferability; âgoodsâ; âfuture goodsâ; âlotâ; âcommercial unit.â
Status: in_force

(1) “Goods” means all things (including specially manufactured goods) which are movable at the time of identification to the contract for sale other than the money in which the price is to be paid, investment securities (Article 8) and things in action. “Goods” also includes the unborn young of animals and growing crops and other identified things attached to realty as described in the section on goods to be severed from realty (Section 2-107).

(2) Goods must be both existing and identified before any interest in them can pass. Goods which are not both existing and identified are “future” goods. A purported present sale of future goods or of any interest therein operates as a contract to sell.

(3) There may be a sale of a part interest in existing identified goods.

(4) An undivided share in an identified bulk of fungible goods is sufficiently identified to be sold although the quantity of the bulk is not determined. Any agreed proportion of such a bulk or any quantity thereof agreed upon by number, weight or other measure may to the extent of the seller’s interest in the bulk be sold to the buyer who then becomes an owner in common.

(5) “Lot” means a parcel or a single article which is the subject matter of a separate sale or delivery, whether or not it is sufficient to perform the contract.

(6) “Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of sale and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article (as a machine) or a set of articles (as a suite of furniture or an assortment of sizes) or a quantity (as a bale, gross, or carload) or any other unit treated in use or in the relevant market as a single whole.
6 Del. C. § 9-628 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-628
§ Â
        9-628. Nonliability and limitation on liability of secured party; liability of secondary obligor.
Status: in_force

(a) Limitation of liability of secured party for noncompliance with Article. — Subject to subsection (f), unless a secured party knows that a person is a debtor or obligor, knows the identity of the person, and knows how to communicate with the person:

(1) the secured party is not liable to the person, or to a secured party or lienholder that has filed a financing statement against the person, for failure to comply with this Article; and

(2) the secured party’s failure to comply with this Article does not affect the liability of the person for a deficiency.

(b) Limitation of liability based on status as a secured party. — Subject to subsection (f), a secured party is not liable because of its status as secured party:

(1) to a person that is a debtor or obligor, unless the secured party knows:

(A) that the person is a debtor or obligor;

(B) the identity of the person; and

(C) how to communicate with the person; or

(2) to a secured party or lienholder that has filed a financing statement against a person, unless the secured party knows:

(A) that the person is a debtor; and

(B) the identity of the person.

(c) Limitation of liability if reasonable belief that transaction not a consumer-goods transaction or consumer transaction. — A secured party is not liable to any person, and a person’s liability for a deficiency is not affected, because of any act or omission arising out of the secured party’s reasonable belief that a transaction is not a consumer-goods transaction or a consumer transaction or that goods are not consumer goods, if the secured party’s belief is based on its reasonable reliance on:

(1) a debtor’s representation concerning the purpose for which collateral was to be used, acquired, or held; or

(2) an obligor’s representation concerning the purpose for which a secured obligation was incurred.

(d) Limitation of liability for statutory damages. — A secured party is not liable to any person under Section 9-625(c)(2) for its failure to comply with Section 9-616.

(e) Limitation of multiple liability for statutory damages. — A secured party is not liable under Section 9-625(c)(2) more than once with respect to any one secured obligation.

(f) Exception: Limitation of liability under subsections (a) and (b) does not apply. —

Subsections (a) and (b) do not apply to limit the liability of a secured party to a person if, at the time the secured party obtains control of collateral that is a controllable account, controllable electronic record, or controllable payment intangible or at the time the security interest attaches to the collateral, whichever is later:

(1) the person is a debtor or obligor; and

(2) the secured party knows that the information in subsection (b)(1)(A), (B), or (C) relating to the person is not provided by the collateral, a record attached to or logically associated with the collateral, or the system in which the collateral is recorded.
6 Del. C. § 2A-304 — Delaware Code / Title 6 / Article 2A / Part 3 / Section 2A-304
§ Â
        2A-304. Subsequent lease of goods by lessor.
Status: in_force

(1) Subject to Section 2A-303, a subsequent lessee from a lessor of goods under an existing lease contract obtains, to the extent of the leasehold interest transferred, the leasehold interest in the goods that the lessor had or had power to transfer, and except as provided in subsection (2) and Section 2A-527(4), takes subject to the existing lease contract. A lessor with voidable title has power to transfer a good leasehold interest to a good faith subsequent lessee for value, but only to the extent set forth in the preceding sentence. If goods have been delivered under a transaction of purchase, the lessor has that power even though:

(a) The lessor’s transferor was deceived as to the identity of the lessor;

(b) The delivery was in exchange for a check which is later dishonored;

(c) It was agreed that the transaction was to be a “cash sale”; or

(d) The delivery was procured through fraud punishable as larcenous under the criminal law.

(2) A subsequent lessee in the ordinary course of business from a lessor who is a merchant dealing in goods of that kind to whom the goods were entrusted by the existing lessee of that lessor before the interest of the subsequent lessee became enforceable against that lessor obtains, to the extent of the leasehold interest transferred, all of that lessor’s and the existing lessee’s rights to the goods, and takes free of the existing lease contract.

(3) A subsequent lessee from the lessor of goods that are subject to an existing lease contract and are covered by a certificate of title issued under a statute of this State or of another jurisdiction takes no greater rights than those provided both by this section and by the certificate of title statute.
6 Del. C. § 9-107 — Delaware Code / Title 6 / Article 9 / Part 1 / Section 9-107
§ Â
        9-107. Control of letter-of-credit right.
Status: in_force

A secured party has control of a letter-of-credit right to the extent of any right to payment or performance by the issuer or any nominated person if the issuer or nominated person has consented to an assignment of proceeds of the letter of credit under Section 5-114(c) or otherwise applicable law or practice.
6 Del. C. § 12A-102 — Delaware Code / Title 6 / Chapter 12A / Section 12A-102
§ Â
        12A-102. Definitions.
Status: in_force

In this chapter:

(1) “Agreement” means the bargain of the parties in fact, as found in their language or inferred from other circumstances and from rules, regulations and procedures given the effect of agreements under laws otherwise applicable to a particular transaction.

(2) “Automated transaction” means a transaction conducted or performed, in whole or in part, by electronic means or electronic records, in which the acts or records of 1 or both parties are not reviewed by an individual in the ordinary course in forming a contract, performing under an existing contract, or fulfilling an obligation required by the transaction.

(3) “Computer program” means a set of statements or instructions to be used directly or indirectly in an information processing system in order to bring about a certain result.

(4) “Contract” means the total legal obligation resulting from the parties“ agreement as affected by this chapter and other applicable law.

(5) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic or similar capabilities.

(6) “Electronic agent” means a computer program or an electronic or other automated means used independently to initiate an action or respond to electronic records or performances in whole or in part, without review or action by an individual.

(7) “Electronic postmark certificate” means evidentiary proof provided to the sender or recipient of an electronic record that the electronic record:

a. Was postmarked by a postal authority with a valid electronic postmark on the date and time indicated;

b. Was transmitted in a certain form on a specific date and time; and

c. Was sent by the person indicated, to the person indicated, and on the date and time indicated.

(8) “Electronic record” means a record created, generated, sent, communicated, received or stored by electronic means.

(9) “Electronic signature” means an electronic sound, symbol or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.

(10) “Governmental agency” means an executive, legislative or judicial agency, department, board, commission, authority, institution or instrumentality of the federal government or of a State or of a county, municipality or other political subdivision of a State.

(11) “Information” means data, text, images, sounds, codes, computer programs, software, databases or the like.

(12) “Information processing system” means an electronic system for creating, generating, sending, receiving, storing, displaying or processing information.

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

(14) “Postal authority” means:

a. The United States Postal Service or other national public or private mail delivery service that provides electronic postmarks; or

b. A public or private entity that has the regulatory authority or legal responsibility for providing electronic postmarks.

(15) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(16) “Security procedure” means a procedure employed for the purpose of verifying that an electronic signature, record or performance is that of a specific person or for detecting changes or errors in the information in an electronic record. The term includes a procedure that requires the use of algorithms or other codes, identifying words or numbers, encryption, or callback or other acknowledgment procedures.

(17) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. The term includes an Indian tribe or band, or Alaskan native village, which is recognized by federal law or formally acknowledged by a state.

(18) “Transaction” means an action or set of actions occurring between 2 or more persons relating to the conduct of business, commercial, or governmental affairs.
6 Del. C. § 2425A — Delaware Code / Title 6 / Chapter 24A / Section 2425A
§ Â
        2425A. Voidable agreements.
Status: in_force

(a) If a provider imposes a fee or other charge or receives money or other payments not authorized by § 2423A or § 2424A of this title, the individual may void the agreement and recover as provided in § 2435A of this title.

(b) If a provider is not licensed as required by this chapter when an individual assents to an agreement, the agreement is voidable by the individual.

(c) If an individual voids an agreement under subsection (b) of this section, the provider does not have a claim against the individual for breach of contract or for restitution.
6 Del. C. § 17-104 — Delaware Code / Title 6 / Chapter 17 / Subchapter I / Section 17-104
§ Â
        17-104. Registered office; registered agent.
Status: in_force

(a) Each limited partnership shall have and maintain in the State of Delaware:

(1) A registered office, which may but need not be a place of its business in the State of Delaware; and

(2) A registered agent for service of process on the limited partnership, having a business office identical with such registered office, which agent may be any of

a. The limited partnership itself,

b. An individual resident in the State of Delaware,

c. A domestic limited liability company, a domestic corporation, a domestic partnership (whether general (including a limited liability partnership) or limited (other than the limited partnership itself, including a limited liability limited partnership)), or a domestic statutory trust, or

d. A foreign corporation, a foreign limited liability partnership, a foreign limited partnership (including a foreign limited liability limited partnership), a foreign limited liability company, or a foreign statutory trust.

(b) A registered agent may change the address of the registered office of the limited partnership(s) for which it is registered agent to another address in the State of Delaware by paying a fee as set forth in § 17-1107(a)(2) of this title and filing with the Secretary of State a certificate, executed by such registered agent, setting forth the address at which such registered agent has maintained the registered office for each of the limited partnerships for which it is a registered agent, and further certifying to the new address to which each such registered office will be changed on a given day, and at which new address such registered agent will thereafter maintain the registered office for each of the limited partnerships for which it is a registered agent. Upon the filing of such certificate, until further change of address, as authorized by law, the registered office in the State of Delaware of each of the limited partnerships for which the agent is a registered agent shall be located at the new address of the registered agent thereof as given in the certificate. In the event of a change of name of any person acting as a registered agent of a limited partnership, such registered agent shall file with the Secretary of State a certificate, executed by such registered agent, setting forth the new name of such registered agent, the name of such registered agent before it was changed, and the address at which such registered agent has maintained the registered office for each of the limited partnerships for which it is a registered agent, and shall pay a fee as set forth in § 17-1107(a)(2) of this title. A change of name of any person acting as a registered agent of a limited partnership as a result of (i) a merger or consolidation of the registered agent, with or into another person which succeeds to its assets and liabilities by operation of law, (ii) the conversion of the registered agent into another person, or (iii) a division of the registered agent in which an identified resulting person succeeds to all of the assets and liabilities of the registered agent related to its registered agent business pursuant to the plan of division, as set forth in the certificate of division, shall each be deemed a change of name for purposes of this section. Filing a certificate under this section shall be deemed to be an amendment of the certificate of limited partnership of each limited partnership affected thereby and each such limited partnership shall not be required to take any further action with respect thereto, to amend its certificate of limited partnership under § 17-202 of this title. Any registered agent filing a certificate under this section shall promptly, upon such filing, deliver a copy of any such certificate to each limited partnership affected thereby.

(c) The registered agent of 1 or more limited partnerships may resign and appoint a successor registered agent by paying a fee as set forth in § 17-1107(a)(2) of this title and filing a certificate with the Secretary of State stating that it resigns and the name and address of the successor registered agent. There shall be attached to such certificate a statement of each affected limited partnership ratifying and approving such change of registered agent. Upon such filing, the successor registered agent shall become the registered agent of such limited partnerships as have ratified and approved such substitution and the successor registered agent’s address, as stated in such certificate, shall become the address of each such limited partnership’s registered office in the State of Delaware. Filing of such certificate of resignation shall be deemed to be an amendment of the certificate of limited partnership of each limited partnership affected thereby and each such limited partnership shall not be required to take any further action with respect thereto to amend its certificate of limited partnership under § 17-202 of this title.

(d) The registered agent of a limited partnership, including a limited partnership whose certificate of limited partnership has been cancelled pursuant to § 17-1110 of this title, may resign without appointing a successor registered agent by paying a fee as set forth in § 17-1107(a)(2) of this title and filing a certificate of resignation with the Secretary of State, but such resignation shall not become effective until 30 days after the certificate is filed. The certificate shall contain a statement that written notice of resignation was given to the limited partnership at least 30 days prior to the filing of the certificate by mailing or delivering such notice to the limited partnership at its address last known to the registered agent and shall set forth the date of such notice. The certificate shall include such information last provided to the registered agent pursuant to §  17-104(g) of this title for a communications contact for the limited partnership. Such information regarding the communications contact shall not be deemed public. A certificate filed pursuant to this §  17-104(d) must be on the form prescribed by the Secretary of State. After receipt of the notice of the resignation of its registered agent, the limited partnership for which such registered agent was acting shall obtain and designate a new registered agent, to take the place of the registered agent so resigning. If such limited partnership fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 30 days after the filing by the registered agent of the certificate of resignation, the certificate of limited partnership and statement of qualification (as applicable) of such limited partnership shall be canceled. After the resignation of the registered agent shall have become effective as provided in this section and if no new registered agent shall have been obtained and designated in the time and manner aforesaid, service of legal process against each limited partnership (and each protected series and each registered series thereof) for which the resigned registered agent had been acting shall thereafter be upon the Secretary of State in accordance with § 17-105 of this title.

(e) (1) Every registered agent shall:

a. If an entity, maintain a business office in the State of Delaware which is generally open, or if an individual, be generally present at a designated location in the State of Delaware, at sufficiently frequent times to accept service of process and otherwise perform the functions of a registered agent;

b. If a foreign entity, be authorized to transact business in the State of Delaware;

c. Accept service of process and other communications directed to the limited partnerships (and any protected series or registered series thereof) and foreign limited partnerships for which it serves as registered agent and forward same to the limited partnership or foreign limited partnership to which the service or communication is directed;

d. Forward to the limited partnership and foreign limited partnership for which it serves as registered agent the statement for the annual tax for such limited partnership (and each registered series thereof) or such foreign limited partnership, as applicable, as described in § 17-1109 of this title or an electronic notification of same in a form satisfactory to the Secretary of State; and

e. Satisfy and adhere to regulations established by the Secretary regarding the verification of both the identity of the entity’s contacts and individuals for which the registered agent maintains a record for the reduction of risk of unlawful business purposes.

(2) A registered agent may not perform its duties or functions solely through the use of a virtual office, the retention by the agent of a mail forwarding service, or both. For purposes of this paragraph (e)(2), “virtual office” means the performance of duties or functions solely through the internet or solely through other means of remote communication.

(f) Any registered agent, who at any time serves as registered agent for more than 50 entities (a “commercial registered agent”), whether domestic or foreign, shall satisfy and comply with the following qualifications.

(1) A natural person serving as a commercial registered agent shall:

a. Maintain a principal residence or a principal place of business in the State of Delaware;

b. Maintain a Delaware business license;

c. Be generally present at a designated location within the State of Delaware during normal business hours to accept service of process and otherwise perform the functions of a registered agent as specified in subsection (e) of this section;

d. Provide the Secretary of State upon request with such information identifying and enabling communication with such commercial registered agent as the Secretary of State shall require; and

e. Satisfy and adhere to regulations established by the Secretary regarding the verification of both the identity of the entity’s contacts and individuals for which the natural person maintains a record for the reduction of risk of unlawful business purposes.

(2) A domestic or foreign corporation, a domestic partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), a foreign limited liability partnership, a domestic or foreign limited liability company, or a domestic or foreign statutory trust serving as a commercial registered agent shall:

a. Have a business office within the State of Delaware which is generally open during normal business hours to accept service of process and otherwise perform the functions of a registered agent as specified in subsection (e) of this section;

b. Maintain a Delaware business license;

c. Have generally present at such office during normal business hours an officer, director or managing agent who is a natural person;

d. Provide the Secretary of State upon request with such information identifying and enabling communication with such commercial registered agent as the Secretary of State shall require; and

e. Satisfy and adhere to regulations established by the Secretary regarding the verification of both the identity of the entity’s contacts and individuals for which it maintains a record for the reduction of risk of unlawful business purposes.

(3) For purposes of this subsection and paragraph (i)(2)a. of this section, a “commercial registered agent” shall also include any registered agent which has an officer, director or managing agent in common with any other registered agent or agents if such registered agents at any time during such common service as officer, director or managing agent collectively served as registered agents for more than 50 entities, whether domestic or foreign.

(g) Every domestic limited partnership and every foreign limited partnership qualified to do business in the State of Delaware shall provide to its registered agent and update from time to time as necessary the name, business address and business telephone number of a natural person who is a partner, officer, employee, or designated agent of the domestic or foreign limited partnership who is then authorized to receive communications from the registered agent. Such person shall be deemed the communications contact for the domestic or foreign limited partnership. A domestic limited partnership, upon receipt of a request by the communications contact delivered in writing or by electronic transmission, shall provide the communications contact with the name, business address, and business telephone number of a natural person who has access to the record required to be maintained pursuant to § 17-305(g) of this title. Every registered agent shall retain (in paper or electronic form) the above information concerning the current communications contact for each domestic limited partnership and each foreign limited partnership for which such registered agent serves as registered agent. If the domestic or foreign limited partnership fails to provide the registered agent with a current communications contact, the registered agent may resign as the registered agent for such domestic or foreign limited partnership pursuant to this section.

(h) The Secretary of State is fully authorized to issue such regulations as may be necessary or appropriate to carry out the enforcement of subsections (e), (f) and (g) of this section, and to take actions reasonable and necessary to assure registered agents’ compliance with subsections (e), (f) and (g) of this section. Such actions may include refusal to file documents submitted by a registered agent, including the refusal to file any documents regarding an entity's formation.

(i) Upon application of the Secretary of State, the Court of Chancery may enjoin any person or entity from serving as a registered agent or as an officer, director or managing agent of a registered agent.

(1) Upon the filing of a complaint by the Secretary of State pursuant to this section, the court may make such orders respecting such proceeding as it deems appropriate, and may enter such orders granting interim or final relief as it deems proper under the circumstances.

(2) Any 1 or more of the following grounds shall be a sufficient basis to grant an injunction pursuant to this section:

a. With respect to any registered agent who at any time within 1 year immediately prior to the filing of the Secretary of State’s complaint is a commercial registered agent, failure after notice and warning to comply with the qualifications set forth in subsection (e) of this section and/or the requirements of subsection (f) or (g) of this section above;

b. The person serving as a registered agent, or any person who is an officer, director or managing agent of an entity registered agent, has been convicted of a felony or any crime which includes an element of dishonesty or fraud or involves moral turpitude; or

c. The registered agent has engaged in conduct in connection with acting as a registered agent that is intended to or likely to deceive or defraud the public.

(3) With respect to any order the court enters pursuant to this section with respect to an entity that has acted as a registered agent, the court may also direct such order to any person who has served as an officer, director or managing agent of such registered agent. Any person who, on or after January 1, 2007, serves as an officer, director or managing agent of an entity acting as a registered agent in the State of Delaware shall be deemed thereby to have consented to the appointment of such registered agent as agent upon whom service of process may be made in any action brought pursuant to this section, and service as an officer, director or managing agent of an entity acting as a registered agent in the State of Delaware shall be a signification of the consent of such person that any process when so served shall be of the same legal force and validity as if served upon such person within the State of Delaware, and such appointment of the registered agent shall be irrevocable.

(4) Upon the entry of an order by the court enjoining any person or entity from acting as a registered agent, the Secretary of State shall mail or deliver notice of such order to each general partner of each affected domestic or foreign limited partnership at the address of such general partner specified in the affected domestic limited partnership’s certificate of limited partnership or the affected foreign limited partnership’s application for registration. If such a domestic limited partnership fails to obtain and designate a new registered agent within 30 days after such notice is given, the certificate of limited partnership and statement of qualification (as applicable) of such limited partnership shall be canceled. If such a foreign limited partnership fails to obtain and designate a new registered agent within 30 days after such notice is given, such foreign limited partnership shall not be permitted to do business in the State of Delaware, and its registration shall be canceled. If the court enjoins a person or entity from acting as a registered agent as provided in this section and no new registered agent shall have been obtained and designated in the time and manner aforesaid by an affected domestic or foreign limited partnership, service of legal process against the domestic or foreign limited partnership for which the registered agent had been acting shall thereafter be upon the Secretary of State in accordance with § 17-105 or § 17-911 of this title. The Court of Chancery may, upon application of the Secretary of State on notice to the former registered agent, enter such orders as it deems appropriate to give the Secretary of State access to information in the former registered agent’s possession in order to facilitate communication with the domestic and foreign limited partnerships the former registered agent served.

(j) The Secretary of State is authorized to make a list of registered agents available to the public, and to establish such qualifications and issue such rules and regulations with respect to such listing as the Secretary of State deems necessary or appropriate.

(k) As contained in any certificate of limited partnership, application for registration as a foreign limited partnership, or other document filed in the office of the Secretary of State under this chapter, the address of a registered agent or registered office shall include the street, number, city and postal code.
6 Del. C. § 9-408 — Delaware Code / Title 6 / Article 9 / Part 4 / Section 9-408
§ Â
        9-408. Restrictions on assignment of promissory notes, health-care-insurance receivables, and certain general intangibles ineffective.
Status: in_force

(a) Term restricting assignment generally ineffective. — Except as otherwise provided in subsection (b), a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or a general intangible, including a contract, permit, license, or franchise, and which term prohibits, restricts, or requires the consent of the person obligated on the promissory note or the account debtor to, the assignment or transfer of, or creation, attachment, or perfection of a security interest in, the promissory note, health-care-insurance receivable, or general intangible, is ineffective to the extent that the term:

(1) would impair the creation, attachment, or perfection of a security interest; or

(2) provides that the assignment or transfer or the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the promissory note, health-care-insurance receivable, or general intangible.

(b) Applicability of subsection (a) to sales of certain rights to payment. — Subsection (a) applies to a security interest in a payment intangible or promissory note only if the security interest arises out of a sale of the payment intangible or promissory note, other than a sale pursuant to a disposition under Section 9-610 or an acceptance of collateral under Section 9-620.

(c) Legal restrictions on assignment generally ineffective. — A rule of law, statute, or regulation that prohibits, restricts, or requires the consent of a government, governmental body or official, person obligated on a promissory note, or account debtor to the assignment or transfer of, or creation of a security interest in, a promissory note, health-care-insurance receivable, or general intangible, including a contract, permit, license, or franchise between an account debtor and a debtor, is ineffective to the extent that the rule of law, statute, or regulation:

(1) would impair the creation, attachment, or perfection of a security interest; or

(2) provides that the assignment or transfer or the creation, attachment, or perfection of the security interest may give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination, or remedy under the promissory note, health-care-insurance receivable, or general intangible.

(d) Limitation on ineffectiveness under subsections (a) and (c). — To the extent that a term in a promissory note or in an agreement between an account debtor and a debtor which relates to a health-care-insurance receivable or general intangible or a rule of law, statute, or regulation described in subsection (c) would be effective under law other than this Article but is ineffective under subsection (a) or (c), the creation, attachment, or perfection of a security interest in the promissory note, health-care-insurance receivable, or general intangible:

(1) is not enforceable against the person obligated on the promissory note or the account debtor;

(2) does not impose a duty or obligation on the person obligated on the promissory note or the account debtor;

(3) does not require the person obligated on the promissory note or the account debtor to recognize the security interest, pay or render performance to the secured party, or accept payment or performance from the secured party;

(4) does not entitle the secured party to use or assign the debtor’s rights under the promissory note, health-care-insurance receivable, or general intangible, including any related information or materials furnished to the debtor in the transaction giving rise to the promissory note, health-care-insurance receivable, or general intangible;

(5) does not entitle the secured party to use, assign, possess, or have access to any trade secrets or confidential information of the person obligated on the promissory note or the account debtor; and

(6) does not entitle the secured party to enforce the security interest in the promissory note, health-care-insurance receivable, or general intangible.

(e) Inapplicability. — This section does not apply to:

(1) a claim or right to receive compensation for injuries or sickness as described in 26 U.S.C. § 104(a)(1) or (2), as amended from time to time;

(2) a claim or right to receive benefits under a special needs trust as described in 42 U.S.C. § 1396p(d)(4), as amended from time to time;

(3) an interest in a trust, including any right or power of a beneficiary (including the settlor) or owner of a trust, arising under a governing instrument (as defined in Section 3301(e) of Title 12), Title 12, or other applicable law, to the extent that Delaware law governs such interest; or

(4) an interest in a partnership or limited liability company.

Subsection (c) does not apply to an assignment or transfer of, or the creation, attachment, perfection, or enforcement of a security interest in, a right the transfer of which is prohibited or restricted by any of the following statutes, to the extent that the statute is inconsistent with subsection (c): Section 9011 of Title 11 (prohibiting assignment of victim awards and recoveries); Section 4915 of Title 10 (restricting transferability of benefits, rights, privileges or options accruing under certain annuity contracts); Section 6863 of Title 18 (prohibiting assignment of medical negligence compensation claims); Section 2355 of Title 19 (prohibiting assignment of workers’ compensation claims or payment for compensation due or to become due); and Section 4808 of Title 29 (prohibiting assignment of lottery prizes).

(f) Section prevails over inconsistent law. — Except as otherwise provided in subsection (e), this section prevails over any inconsistent provision of an existing or future statute, rule or regulation of this State unless the provision is contained in a statute of this State, refers expressly to this section and states that the provision prevails over this section.

(g) “Promissory note.” —

In this section, “promissory note” includes a negotiable instrument that evidences chattel paper.
6 Del. C. § 17-101 — Delaware Code / Title 6 / Chapter 17 / Subchapter I / Section 17-101
§ Â
        17-101. Definitions.
Status: in_force

As used in this chapter unless the context otherwise requires:

(1) “Certificate of limited partnership” means the certificate referred to in § 17-201 of this title, and the certificate as amended.

(2) “Contribution” means any cash, property, services rendered or a promissory note or other obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in the capacity as a partner.

(3) “Document” means:

a. Any tangible medium on which information is inscribed, and includes handwritten, typed, printed or similar instruments, and copies of such instruments; and

b. An electronic transmission.

(4) “Electronic transmission” means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, 1 or more electronic networks or databases (including 1 or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

(5) “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in § 17-402 of this title.

(6) “Foreign limited partnership” includes a partnership formed under the laws of any state or under the laws of any foreign country or other foreign jurisdiction consisting of 2 or more persons and having 1 or more general partners and 1 or more limited partners. When used in this title in reference to a foreign limited partnership, the terms “partnership agreement,” “partnership interest,” “general partner” or “limited partner” shall mean a partnership agreement, partnership interest, general partner or limited partner, respectively, under the laws of the state or foreign country or other foreign jurisdiction under which the foreign limited partnership is formed.

(7) “General partner” means a person who is named as a general partner in the certificate of limited partnership or similar instrument under which a limited partnership is formed if so required and who is admitted to the limited partnership as a general partner in accordance with the partnership agreement or this chapter, and includes a general partner of the limited partnership generally and a general partner associated with a series of the limited partnership. Unless the context otherwise requires, references in this chapter to a general partner (including references in this chapter to a general partner of a limited partnership) shall be deemed to be references to a general partner of the limited partnership generally and to a general partner associated with a series with respect to such series.

(8) “Knowledge” means a person’s actual knowledge of a fact, rather than the person’s constructive knowledge of the fact.

(9) “Limited liability limited partnership” means a limited partnership complying with § 17-214 of this title.

(10) “Limited partner” means a person who is admitted to a limited partnership as a limited partner as provided in § 17-301 of this title, and includes a limited partner of the limited partnership generally and a limited partner associated with a series of the limited partnership. Unless the context otherwise requires, references in this chapter to a limited partner (including references in this chapter to a limited partner of a limited partnership) shall be deemed to be references to a limited partner of the limited partnership generally and to a limited partner associated with a series with respect to such series.

(11) “Limited partnership” and “domestic limited partnership” mean a partnership formed under the laws of the State of Delaware consisting of 2 or more persons and having 1 or more general partners and 1 or more limited partners, and includes, for all purposes of the laws of the State of Delaware, a limited liability limited partnership.

(12) “Liquidating trustee” means a person, other than a general partner, but including a limited partner, carrying out the winding up of a limited partnership.

(13) “Partner” means a limited or general partner.

(14) “Partnership agreement” means any agreement, written, oral or implied, of the partners as to the affairs of a limited partnership and the conduct of its business. A partner of a limited partnership or an assignee of a partnership interest is bound by the partnership agreement whether or not the partner or assignee executes the partnership agreement. A limited partnership (including any protected series or registered series thereof) is not required to execute its partnership agreement. A limited partnership (including any protected series or registered series thereof) is bound by its partnership agreement whether or not the limited partnership (or any protected series or registered series thereof) executes the partnership agreement. A partnership agreement is not subject to any statute of frauds (including § 2714 of this title). A partnership agreement may provide rights to any person, including a person who is not a party to the partnership agreement, to the extent set forth therein. A written partnership agreement or another written agreement or writing:

a. May provide that a person shall be admitted as a limited partner of a limited partnership, or shall become an assignee of a partnership interest or other rights or powers of a limited partner to the extent assigned (i) if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) executes the partnership agreement or any other writing evidencing the intent of such person to become a limited partner or assignee, or (ii) without such execution, if such person (or a representative authorized by such person orally, in writing or by other action such as payment for a partnership interest) complies with the conditions for becoming a limited partner or assignee as set forth in the partnership agreement or any other writing;

b. Shall not be unenforceable by reason of its not having been signed by a person being admitted as a limited partner or becoming an assignee as provided in paragraph (14)a. of this section, or by reason of its having been signed by a representative as provided in this title; and

c. May consist of 1 or more agreements, instruments or other writings and may include or incorporate 1 or more schedules, supplements or other writings containing provisions as to the conduct of the business and affairs of the limited partnership or any series thereof.

(15) “Partnership interest” means a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

(16) “Person” means a natural person, partnership (whether general or limited), limited liability company, trust (including a common law trust, business trust, statutory trust, voting trust or any other form of trust), estate, association (including any group, organization, co-tenancy, plan, board, council or committee), corporation, government (including a country, state, county or any other governmental subdivision, agency or instrumentality), custodian, nominee or any other individual or entity (or series thereof) in its own or any representative capacity, in each case, whether domestic or foreign.

(17) “Personal representative” means, as to a natural person, the executor, administrator, guardian, conservator or other legal representative thereof and, as to a person other than a natural person, the legal representative or successor thereof.

(18) “Protected series” means a designated series of limited partners, general partners, partnership interests or assets that is established in accordance with § 17-218(b) of this title.

(19) “Registered series” means a designated series of limited partners, general partners, partnership interests or assets that is formed in accordance with § 17-221 of this title.

(20) “Series” means a designated series of limited partners, general partners, partnership interests or assets that is a protected series or a registered series, or that is neither a protected series nor a registered series.

(21) “State” means the District of Columbia or the Commonwealth of Puerto Rico or any state, territory, possession, or other jurisdiction of the United States other than the State of Delaware.
6 Del. C. § 2806 — Delaware Code / Title 6 / Chapter 28 / Subchapter I / Section 2806
§ Â
        2806. 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 operator’s own escrow account or that of the operator’s attorney, until the time for cancellation has expired as provided for in § 2804 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 operator upon:

(1) The conveying to the purchaser of the right or license to use the campground resort 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. § 2502J — Delaware Code / Title 6 / Chapter 25J / Section 2502J
§ Â
        2502J. Definitions.
Status: in_force

For purposes of this chapter:

(1) “Consumer” means an individual and excludes nonhuman entities.

(2) “Consumer reporting agency” means any person, which, for monetary fees, dues, or on a cooperative nonprofit basis, regularly engages in whole or in part in the practice of assembling or evaluating consumer credit information or other information on consumers for the purpose of furnishing consumer reports to third parties.

(3) “External review” means a review of an adverse benefit determination (including a final internal adverse benefit determination) conducted pursuant to any applicable state external review process, a federal external review process as described at 42 U.S.C. § 300gg-19, a review pursuant to 29 U.S.C. § 1133, a Medicare appeals process, a Medicaid appeals process, or another applicable appeals process.

(4) “Extraordinary collection action” means any of the following:

a. Selling an individual’s debt to another party, except if, prior to the sale, the medical creditor has entered into a legally binding written agreement with the medical debt buyer of the debt under which all of the following apply:

1. The medical debt buyer or collector is prohibited from engaging in any extraordinary collection actions to obtain payment for the care.

2. The medical debt buyer is prohibited from charging interest on the debt.

3. The debt is returnable to or recallable by the medical creditor upon a determination by the medical creditor or medical debt buyer that the individual is eligible for financial assistance.

4. The medical debt buyer is required to adhere to procedures which must be specified in the agreement that ensure that the individual does not pay, and has no obligation to pay, the medical debt buyer and the medical creditor together more than they are personally responsible for paying in compliance with this chapter.

5. The medical debt buyer is prohibited from communicating with, or reporting, any medical debt information to any consumer reporting agency regarding a consumer’s medical debt.

b. Reporting adverse information about the patient to a consumer reporting agency.

c. Actions that require a legal or judicial process, including any of the following:

1. Placing a lien on an individual’s property.

2. Attaching or seizing an individual’s bank account or any other personal property.

3. Commencing a civil action against an individual.

4. Garnishing an individual’s wages.

(5) “Financial assistance policy” means a written policy made pursuant to 26 U.S.C. § 501(r)(4) or its implementing regulations, including 26 CFR § 1.501(r)-1.

(6) “Health-care services” means services for the diagnosis, prevention, treatment, cure, or relief of a physical, dental, behavioral, substance use disorder, or mental health condition, illness, injury, or disease. These services include any procedures, products, devices, or medications.

(7) “Internal review or internal appeal” means review by a health insurance plan or other insurer of an adverse benefit determination.

(8) “Large health-care facility” means any of the following entities:

a. A hospital licensed under Chapter 10 of Title 16, whether a nonprofit subject to 26 U.S.C. § 501(c)(3), a not-for-profit entity, or a for-profit entity.

b. An outpatient clinic or facility operating under the license of a hospital or of which a majority of its ownership is by a hospital as defined in Chapter 10 of Title 16.

c. A licensed “freestanding emergency department” as defined in § 122 of Title 16.

(9) “Medical assistance” means any public assistance program that assists patients with health-care costs and includes “Medicaid assistance” as defined in § 505 of Title 31.

(10) “Medical creditor” means any large health-care facility that provides health-care services and to whom the consumer owes money for health-care services, or the large health-care facility that provided health-care services and to whom the consumer owes money for health-care services, or the large health-care facility that provided health-care services and to whom the consumer previously owed money if the medical debt has been purchased by 1 or more debt buyers.

(11) “Medical debt” means the following:

a. Debt owed by a consumer that is both of the following:

1. Owed to a person whose primary business is providing health-care services.

2. For the provision of medical services, products, or devices.

b. Medical debt includes medical bills that are not past due or have already been paid.

c. Medical debt does not include debt charged to a credit card unless the credit card is issued under an open-end or closed-end credit plan offered specifically for the payment of health-care services.

(12) “Medical debt buyer” means an individual or entity that is engaged in the business of purchasing medical debts for collection purposes, whether it collects the debt itself or hires a third party for collection or an attorney for litigation in order to collect such debt.

(13) “Medical debt collector” means any person that regularly collects or attempts to collect, directly or indirectly, medical debts originally owed or due or asserted to be owed or due another. A medical debt buyer is a medical debt collector. Medical debt collector does not include the Division of Child Support Services or an individual filing a child support action under Title 13. Medical debt collector does not include anyone collecting debt charged to a credit card.

(14) “Patient” means the individual who received health-care services, and for the purposes of this chapter, includes a parent if the patient is a minor or a legal guardian if the patient is an adult under guardianship.

(15) “Time of service” means before a patient leaves or is discharged from a large health-care facility, or within 10 days of discharge if the patient receives emergency care from a large health-care facility or from a provider employed by a large health-care facility.
6 Del. C. § 9-326 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-326
§ Â
        9-326. Priority of security interests created by new debtor.
Status: in_force

(a) Subordination of security interest created by new debtor. — Subject to subsection (b), a security interest that is created by a new debtor in collateral in which the new debtor has or acquires rights and is perfected solely by a filed financing statement that would be ineffective to perfect the security interest but for the application of Section 9-316(i)(1) or 9-508 is subordinate to a security interest in the same collateral which is perfected other than by such a filed financing statement.

(b) Priority under other provisions; multiple original debtors. — The other provisions of this part determine the priority among conflicting security interests in the same collateral perfected by filed financing statements described in subsection (a). However, if the security agreements to which a new debtor became bound as debtor were not entered into by the same original debtor, the conflicting security interests rank according to priority in time of the new debtor’s having become bound.
6 Del. C. § 1909 — Delaware Code / Title 6 / Chapter 19 / Section 1909
§ Â
        1909. Disposition of personal property of inactive nonprofit association.
Status: in_force

If a nonprofit association has been inactive for 3 years or longer, a person in possession or control of personal property of the nonprofit association may transfer the property:

(1) If a document of a nonprofit association specifies a person to whom transfer is to be made under these circumstances, to that person; or

(2) If no person is so specified, to a nonprofit association or nonprofit corporation pursuing broadly similar purposes or to a government or governmental subdivision, agency or instrumentality.
6 Del. C. § 2410 — Delaware Code / Title 6 / Chapter 24 / Section 2410
§ Â
        2410. Enforcement by the Attorney General.
Status: in_force

(a) The Attorney General shall have the same authority to enforce and carry out this subchapter as granted by § 2517 of Title 29 and by §§ 2511-2527 and §§ 2531-2536 of this title.

(b) Any violation of § 2403 of this title shall be deemed an unlawful practice in violation of § 2513 of this title.
6 Del. C. § 7705 — Delaware Code / Title 6 / Chapter 77 / Section 7705
§ Â
        7705. Place of filing.
Status: in_force

(a) The certificate accepting ADR shall be filed with the Secretary of State of the State of Delaware and shall be executed and acknowledged by the chairperson or vice-chairperson of the board of directors or by the president or vice-president of any corporation, by a general partner of any partnership, or by a person with equivalent authority in any other entity.

(b) The Secretary of State shall keep such records as are required to determine who has filed a certificate accepting ADR or revoking such a certificate, together with the date of any such filing.
6 Del. C. § 2401A — Delaware Code / Title 6 / Chapter 24A / Section 2401A
§ Â
        2401A. Short title.
Status: in_force

This chapter may be cited as the “Delaware Uniform Debt-Management Services Act.”
6 Del. C. § 17-806 — Delaware Code / Title 6 / Chapter 17 / Subchapter VIII / Section 17-806
§ Â
        17-806. Revocation of dissolution.
Status: in_force

If a partnership agreement provides the manner in which a dissolution may be revoked, it may be revoked in that manner and, unless a partnership agreement prohibits revocation of dissolution, then notwithstanding the occurrence of an event set forth in § 17-801(1), (2), (3), (4) or (5) of this title, the limited partnership shall not be dissolved and its affairs shall not be wound up if, prior to the filing of a certificate of cancellation in the office of the Secretary of State, the business of the limited partnership is continued, effective as of the occurrence of such event:

(1) In the case of dissolution effected by the vote or consent of the partners (or other persons whose approval is required for such dissolution pursuant to the partnership agreement), pursuant to such vote or consent (and the approval of any partners or other persons whose approval is required under the partnership agreement to revoke a dissolution contemplated by this paragraph);

(2) In the case of dissolution under § 17-801(1) or (5) of this title (other than a dissolution effected by the vote or consent of the partners (or other persons whose approval is required for such dissolution pursuant to the partnership agreement), an event of withdrawal of a general partner or the occurrence of an event that causes the last remaining limited partner to cease to be a limited partner), pursuant to such vote or consent that, pursuant to the terms of the partnership agreement, is required to amend the provision of the partnership agreement effecting such dissolution (and the approval of any partners or other persons whose approval is required under the partnership agreement to revoke a dissolution contemplated by this paragraph); and

(3) In the case of dissolution effected by an event of withdrawal of a general partner or the occurrence of an event that causes the last remaining limited partner to cease to be a limited partner, pursuant to the vote or consent of:

a. All remaining general partners; and

b. Limited partners who own more than â  of the then-current percentage or other interest in the profits of the limited partnership owned by all of the limited partners, or if there is no remaining limited partner the personal representative of the last remaining limited partner of the limited partnership or the assignee of all of the limited partnersâ partnership interests in the limited partnership (and the approval of any partners or other persons whose approval is required under the partnership agreement to revoke a dissolution contemplated by this paragraph).

If dissolution is revoked pursuant to paragraph (3) of this section above and there is no remaining general partner of the limited partnership, 1 or more general partners shall be appointed, effective as of the date of withdrawal of the last remaining general partner, by the vote or consent of the limited partners of the limited partnership who own more than 2/3 of the then-current percentage or other interest in the profits of the limited partnership owned by all of the limited partners. If dissolution is revoked pursuant to paragraph (3) of this section above and there is no remaining limited partner of the limited partnership, a nominee or designee of such personal representative or such assignee, as applicable, shall be appointed as a limited partner, effective as of the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner, by the vote or consent of the remaining general partners and such personal representative or such assignee, as applicableIf a partnership agreement provides the manner in which a dissolution may be revoked, it may be revoked in that manner and, unless a partnership agreement prohibits revocation of dissolution, then notwithstanding the occurrence of an event set forth in § 17-801(1), (2), (3), (4) or (5) of this title, the limited partnership shall not be dissolved and its affairs shall not be wound up if, prior to the filing of a certificate of cancellation in the office of the Secretary of State, the business of the limited partnership is continued, effective as of the occurrence of such event:

(1) In the case of dissolution effected by the vote or consent of the partners (or other persons whose approval is required for such dissolution pursuant to the partnership agreement), pursuant to such vote or consent (and the approval of any partners or other persons whose approval is required under the partnership agreement to revoke a dissolution contemplated by this paragraph);

(2) In the case of dissolution under § 17-801(1) or (5) of this title (other than a dissolution effected by the vote or consent of the partners (or other persons whose approval is required for such dissolution pursuant to the partnership agreement), an event of withdrawal of a general partner or the occurrence of an event that causes the last remaining limited partner to cease to be a limited partner), pursuant to such vote or consent that, pursuant to the terms of the partnership agreement, is required to amend the provision of the partnership agreement effecting such dissolution (and the approval of any partners or other persons whose approval is required under the partnership agreement to revoke a dissolution contemplated by this paragraph); and

(3) In the case of dissolution effected by an event of withdrawal of a general partner or the occurrence of an event that causes the last remaining limited partner to cease to be a limited partner, pursuant to the vote or consent of:

a. All remaining general partners; and

b. Limited partners who own more than   of the then-current percentage or other interest in the profits of the limited partnership owned by all of the limited partners, or if there is no remaining limited partner the personal representative of the last remaining limited partner of the limited partnership or the assignee of all of the limited partners’ partnership interests in the limited partnership (and the approval of any partners or other persons whose approval is required under the partnership agreement to revoke a dissolution contemplated by this paragraph).

If dissolution is revoked pursuant to paragraph (3) of this section above and there is no remaining general partner of the limited partnership, 1 or more general partners shall be appointed, effective as of the date of withdrawal of the last remaining general partner, by the vote or consent of the limited partners of the limited partnership who own more than 2/3 of the then-current percentage or other interest in the profits of the limited partnership owned by all of the limited partners. If dissolution is revoked pursuant to paragraph (3) of this section above and there is no remaining limited partner of the limited partnership, a nominee or designee of such personal representative or such assignee, as applicable, shall be appointed as a limited partner, effective as of the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner, by the vote or consent of the remaining general partners and such personal representative or such assignee, as applicable. If dissolution is revoked pursuant to paragraph (3) of this section above and there is no remaining general partner of the limited partnership and no remaining limited partner of the limited partnership, 1 or more general partners shall be appointed, effective as of the date of withdrawal of the last remaining general partner, and a nominee or designee of such personal representative or such assignee, as applicable, shall be appointed as a limited partner, effective as of the occurrence of the event that caused the last remaining limited partner to cease to be a limited partner, in each case, by the vote or consent of such personal representative or such assignee, as applicable. The provisions of this section shall not be construed to limit the accomplishment of a revocation of dissolution by other means permitted by law.
6 Del. C. § 9-605 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-605
§ Â
        9-605. Unknown debtor or secondary obligor.
Status: in_force

(a) In general: no duty owed by secured party. —

Except as provided in subsection (b), a secured party does not owe a duty based on its status as secured party:

(1) to a person that is a debtor or obligor, unless the secured party knows:

(A) that the person is a debtor or obligor;

(B) the identity of the person; and

(C) how to communicate with the person; or

(2) to a secured party or lienholder that has filed a financing statement against a person, unless the secured party knows:

(A) that the person is a debtor; and

(B) the identity of the person.

(b) Exception: Secured party owes duty to debtor or obligor. —

A secured party owes a duty based on its status as a secured party to a person if, at the time the secured party obtains control of collateral that is a controllable account, controllable electronic record, or controllable payment intangible or at the time the security interest attaches to the collateral, whichever is later:

(1) the person is a debtor or obligor; and

(2) the secured party knows that the information in subsection (a)(1)(A), (B), or (C) relating to the person is not provided by the collateral, a record attached to or logically associated with the collateral, or the system in which the collateral is recorded.
6 Del. C. § 15-803 — Delaware Code / Title 6 / Chapter 15 / Subchapter VIII / Section 15-803
§ Â
        15-803. Right to wind up partnership business or affairs.
Status: in_force

(a) A partner at the time of dissolution, including a partner who has dissociated but not wrongfully, may participate in winding up the partnership’s business or affairs, but on application of any partner or a partner’s legal representative or transferee, the Court of Chancery for good cause shown, may order judicial supervision of the winding up.

(b) The legal representative of the last surviving partner may wind up a partnership’s business or affairs.

(c) The persons winding up the partnership’s business or affairs may, in the name of, and for and on behalf of, the partnership, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the partnership’s business or affairs, dispose of and convey the partnership’s property, discharge or make reasonable provision for the partnership’s liabilities, distribute to the partners pursuant to § 15-807 of this title any remaining assets of the partnership, and perform other acts which are necessary or convenient to the winding up of the partnership’s business or affairs.
6 Del. C. § 18-217 — Delaware Code / Title 6 / Chapter 18 / Subchapter II / Section 18-217
§ Â
        18-217. Division of a limited liability company.
Status: in_force

(a) As used in this section and §§ 18-203 and 18-301 of this title:

(1) “Dividing company” means the domestic limited liability company that is effecting a division in the manner provided in this section.

(2) “Division” means the division of a dividing company into 2 or more domestic limited liability companies in accordance with this section.

(3) “Division company” means a surviving company, if any, and each resulting company.

(4) “Division contact” means, in connection with any division, a natural person who is a Delaware resident, any division company in such division or any other domestic limited liability company or other business entity as defined in § 18-209 of this title formed or organized under the laws of the State of Delaware, which division contact shall maintain a copy of the plan of division for a period of 6 years from the effective date of the division and shall comply with paragraph (g)(3) of this section.

(5) “Organizational documents” means the certificate of formation and limited liability company agreement of a domestic limited liability company.

(6) “Resulting company” means a domestic limited liability company formed as a consequence of a division.

(7) “Surviving company” means a dividing company that survives the division.

(b) Pursuant to a plan of division, any domestic limited liability company may, in the manner provided in this section, be divided into 2 or more domestic limited liability companies. The division of a domestic limited liability company in accordance with this section and, if applicable, the resulting cessation of the existence of the dividing company pursuant to a certificate of division shall not be deemed to affect the personal liability of any person incurred prior to such division with respect to matters arising prior to such division, nor shall it be deemed to affect the validity or enforceability of any obligations or liabilities of the dividing company incurred prior to such division; provided, that the obligations and liabilities of the dividing company shall be allocated to and vested in, and valid and enforceable obligations of, such division company or companies to which such obligations and liabilities have been allocated pursuant to the plan of division, as provided in subsection (l) of this section. Each resulting company in a division shall be formed in compliance with the requirements of this chapter and subsection (i) of this section.

(c) If the limited liability company agreement of the dividing company specifies the manner of adopting a plan of division, the plan of division shall be adopted as specified in the limited liability company agreement. If the limited liability company agreement of the dividing company does not specify the manner of adopting a plan of division and does not prohibit a division of the limited liability company, the plan of division shall be adopted in the same manner as is specified in the limited liability company agreement for authorizing a merger or consolidation that involves the limited liability company as a constituent party to the merger or consolidation. If the limited liability company agreement of the dividing company does not specify the manner of adopting a plan of division or authorizing a merger or consolidation that involves the limited liability company as a constituent party and does not prohibit a division of the limited liability company, the adoption of a plan of division shall be authorized by the approval by members who own more than 50 percent of the then current percentage or other interest in the profits of the dividing company owned by all of the members. Notwithstanding prior approval, a plan of division may be terminated or amended pursuant to a provision for such termination or amendment contained in the plan of division.

(d) Unless otherwise provided in a plan of division, the division of a domestic limited liability company pursuant to this section shall not require such limited liability company to wind up its affairs under § 18-803 of this title or pay its liabilities and distribute its assets under § 18-804 of this title, and the division shall not constitute a dissolution of such limited liability company.

(e) In connection with a division under this section, rights or securities of, or interests in, the dividing company may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving company or any resulting 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, a domestic limited liability company or any other business entity which is not a division company or may be canceled or remain outstanding (if the dividing company is a surviving company).

(f) A plan of division adopted in accordance with subsection (c) of this section:

(1) May effect any amendment to the limited liability company agreement of the dividing company if it is a surviving company in the division; or

(2) May effect the adoption of a new limited liability company agreement for the dividing company if it is a surviving company in the division; and

(3) Shall effect the adoption of a limited liability company agreement for each resulting company.

Any amendment to a limited liability company agreement or adoption of a new limited liability company agreement for the dividing company, if it is a surviving company in the division, or adoption of a limited liability company agreement for each resulting company made pursuant to the foregoing sentence shall be effective at the effective time or date of the division. Any amendment to a limited liability company agreement or adoption of a limited liability company agreement for the dividing company, if it is a surviving company in the division, shall be effective notwithstanding any provision in the limited liability company agreement of the dividing company relating to amendment or adoption of a new limited liability company agreement, other than a provision that by its terms applies to an amendment to the limited liability company agreement or the adoption of a new limited liability company agreement, in either case, in connection with a division, merger or consolidation.

(g) If a domestic limited liability company is dividing under this section, the dividing company shall adopt a plan of division which shall set forth:

(1) The terms and conditions of the division, including:

a. Any conversion or exchange of the limited liability company interests of the dividing company into or for limited liability company interests or other securities or obligations of any division company or cash, property or rights or securities or obligations of or interests in any other business entity or domestic limited liability company which is not a division company, or that the limited liability company interests of the dividing company shall remain outstanding or be canceled, or any combination of the foregoing; and

b. The allocation of assets, property, rights, series, debts, liabilities and duties of the dividing company among the division companies;

(2) The name of each resulting company and, if the dividing company will survive the division, the name of the surviving company;

(3) The name and business address of a division contact which shall have custody of a copy of the plan of division. The division contact, or any successor division contact, shall serve for a period of 6 years following the effective date of the division. During such 6-year period the division contact shall provide, without cost, to any creditor of the dividing company, within 30 days following the division contact’s receipt of a written request from any creditor of the dividing company, the name and business address of the division company to which the claim of such creditor was allocated pursuant to the plan of division; and

(4) Any other matters that the dividing company determines to include therein.

(h) If a domestic limited liability company divides under this section, the dividing company shall file a certificate of division executed by 1 or more authorized persons on behalf of such dividing company in the office of the Secretary of State in accordance with § 18-204 of this title and a certificate of formation that complies with § 18-201 of this title for each resulting company executed by 1 or more authorized persons in accordance with § 18-204 of this title.

(1) The certificate of division shall state:

a. The name of the dividing company and, if it has been changed, the name under which its certificate of formation was originally filed and whether the dividing company is a surviving company;

b. The date of filing of the dividing company’s original certificate of formation with the Secretary of State;

c. The name of each division company;

d. The name and business address of the division contact required by paragraph (g)(3) of this section;

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

f. That the division has been approved in accordance with this section;

g. That the plan of division is on file at a place of business of such division company as is specified therein, and shall state the address thereof;

h. That a copy of the plan of division will be furnished by such division company as is specified therein, on request and without cost, to any member of the dividing company; and

i. Any other information the dividing company determines to include therein.

(2) A certificate of division may be amended to change the name or business address of the division contact in a certificate of division or to change information in the certificate of division required by paragraph (h)(1)g. of this section. A certificate of division is amended by filing a certificate of amendment thereto for each division company that exists as a limited liability company in the office of the Secretary of State. Each certificate of amendment of certificate of division must include all of the following:

a. The name of the dividing company and, if the name has been changed, the name under which the dividing company’s certificate of formation was originally filed.

b. The name of the division company to which the amendment to the certificate of division relates.

c. The amendment to the certificate of division.

(3) If the dividing company is a surviving company, a manager of the dividing company or, if there is no manager of the dividing company, any member of the dividing company, who becomes aware that the name or business address of the division contact, or information in the certificate of division required by paragraph (h)(1)g. of this section, in a certificate of division was false when made, or that the name or business address of the division contact, or information in the certificate of division required by paragraph (h)(1)g. of this section, in a certificate of division has changed, must promptly amend the certificate of division. If the dividing company is not a surviving company or no longer exists as a limited liability company, a manager of any resulting company or, if there is no manager of any resulting company, then any member of any resulting company who becomes aware that the name or business address of the division contact, or information in the certificate of division required by paragraph (h)(1)g. of this section, in a certificate of division was false when made, or that the name or business address of the division contact, or information in the certificate of division required by paragraph (h)(1)g. of this section, in a certificate of division has changed, must promptly amend the certificate of division. This subsection does not apply after the expiration of a period of 6 years following the effective date of the division.

(4) a. Unless otherwise provided in the plan of division or the certificate of division, each certificate of amendment of certificate of division must be executed as follows:

1. If the dividing company is a surviving company, by 1 or more authorized persons on behalf of the dividing company acting on behalf of the division company to which the certificate of amendment of certificate of division relates.

2. If the dividing company is not a surviving company or no longer exists as a limited liability company, by 1 or more authorized persons on behalf of a resulting company acting on behalf of the division company to which the certificate of amendment of certificate of division relates.

b. Each division company is deemed to have consented to the execution of a certificate of amendment of certificate of division under this paragraph (h)(4).

(5) 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 of certificate of division, a certificate of amendment of certificate of division is effective at the time of its filing with the Secretary of State.

(6) Subject to this chapter, the Secretary of State shall accept the filing of certificates of amendment of certificate of division for all division companies resulting from the same certificate of division if at least 1 division company is in good standing at the time of such filings.

(i) The certificate of division and each certificate of formation for each resulting company required by subsection (h) of this section 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. Concurrently with the effective date or time of a division, the limited liability company agreement of each resulting company shall become effective.

(j) A certificate of division shall act as a certificate of cancellation for a dividing company which is not a surviving company.

(k) A limited liability company agreement may provide that a domestic limited liability company shall not have the power to divide as set forth in this section.

(l) Upon the division of a domestic limited liability company becoming effective:

(1) The dividing company shall be divided into the distinct and independent division companies named in the plan of division, and, if the dividing company is not a surviving company, the existence of the dividing company shall cease.

(2) For all purposes of the laws of the State of Delaware, all of the rights, privileges and powers, and all the property, real, personal and mixed, of the dividing company and all debts due on whatever account to it, as well as all other things and other causes of action belonging to it, shall without further action be allocated to and vested in the applicable division company in such a manner and basis and with such effect as is specified in the plan of division, and the title to any real property or interest therein allocated to and vested in any division company shall not revert or be in any way impaired by reason of the division.

(3) Each division company shall, from and after effectiveness of the certificate of division, be liable as a separate and distinct domestic limited liability company for such debts, liabilities and duties of the dividing company as are allocated to such division company pursuant to the plan of division in the manner and on the basis provided in paragraph (g)(1)b. of this section.

(4) Each of the debts, liabilities and duties of the dividing company shall without further action be allocated to and be the debts, liabilities and duties of such division company as is specified in the plan of division as having such debts, liabilities and duties allocated to it, in such a manner and basis and with such effect as is specified in the plan of division, and no other division company shall be liable therefor, so long as the plan of division does not constitute a fraudulent transfer under applicable law, and all liens upon any property of the dividing company shall be preserved unimpaired, and all debts, liabilities and duties of the dividing company shall remain attached to the division company to which such debts, liabilities and duties have been allocated in the plan of division, and may be enforced against such division company 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.

(5) In the event that any allocation of assets, debts, liabilities and duties to division companies in accordance with a plan of division is determined by a court of competent jurisdiction to constitute a fraudulent transfer, each division company shall be jointly and severally liable on account of such fraudulent transfer notwithstanding the allocations made in the plan of division; provided, however, the validity and effectiveness of the division are not otherwise affected thereby.

(6) Debts and liabilities of the dividing company that are not allocated by the plan of division shall be the joint and several debts and liabilities of all of the division companies.

(7) It shall not be necessary for a plan of division to list each individual asset, property, right, series, debt, liability or duty of the dividing company to be allocated to a division company so long as the assets, property, rights, series, debts, liabilities or duties so allocated are reasonably identified by any method where the identity of such assets, property, rights, series, debts, liabilities or duties is objectively determinable.

(8) The rights, privileges, powers and interests in property of the dividing company that have been allocated to a division company, as well as the debts, liabilities and duties of the dividing company that have been allocated to such division company pursuant to a plan of division, shall remain vested in each such division company and shall not be deemed, as a result of the division, to have been assigned or transferred to such division company for any purpose of the laws of the State of Delaware.

(9) Any action or proceeding pending against a dividing company may be continued against the surviving company, if any, as if the division did not occur, but subject to paragraph (l)(4) of this section, and against any resulting company to which the asset, property, right, series, debt, liability or duty associated with such action or proceeding was allocated pursuant to the plan of division by adding or substituting such resulting company as a party in the action or proceeding.

(m) In applying the provisions of this chapter on distributions, a direct or indirect allocation of property or liabilities in a division is not deemed a distribution for purposes of this chapter.

(n) The provisions of this section shall not be construed to limit the means of accomplishing a division by any other means provided for in a limited liability company agreement or other agreement or as otherwise permitted by this chapter or as otherwise permitted by law.

(o) All limited liability companies formed on or after August 1, 2018, shall be governed by this section. All limited liability companies formed prior to August 1, 2018, shall be governed by this section; provided, that if the dividing company is a party to any written contract, indenture or other agreement entered into prior to August 1, 2018, that, by its terms, restricts, conditions or prohibits the consummation of a merger or consolidation by the dividing company with or into another party, or the transfer of assets by the dividing company to another party, then such restriction, condition or prohibition shall be deemed to apply to a division as if it were a merger, consolidation or transfer of assets, as applicable.
6 Del. C. § 12A-103 — Delaware Code / Title 6 / Chapter 12A / Section 12A-103
§ Â
        12A-103. Scope.
Status: repealed

(a) Except as otherwise provided in subsection (b) of this section, this chapter applies to electronic records and electronic signatures relating to a transaction.

(b) This chapter does not apply to a transaction to the extent it is governed by:

(1) A law governing the creation and execution of wills or codicils;

(2) The Uniform Commercial Code other than Sections 1-107 [see now Section 1-306] and 1-206 [former version of Section 1-206, to which this reference referred, has been repealed], Article 2, and Article 2A;

(3) The Uniform Computer Information Transactions Act;

(4) The General Corporation Law of the State [§§ 101 to 398 of Title 8], the Delaware Professional Service Corporation Act [§ 601 et seq. of Title 8], the Delaware Revised Uniform Partnership Act [§ 15-101 et seq. of this title], the Delaware Revised Uniform Limited Partnership Act [§ 17-101 et seq. of this title], the Delaware Limited Liability Company Act [§ 18-101 et seq. of this title], the Delaware Uniform Partnership Law and the Delaware Statutory Trust Act [§ 3801 et seq. of Title 12];

(5) The Corporation Law for State Banks and Trust Companies, Credit Card Institutions and the Corporation Law for State Savings Banks in Chapters 7, 15 and 16, respectively, of Title 5.

(c) This chapter applies to an electronic record or electronic signature otherwise excluded from the application of this chapter under subsection (b) of this section to the extent it is governed by a law other than those specified in subsection (b) of this section.

(d) A transaction subject to this chapter is also subject to other applicable substantive law.
6 Del. C. § 7501 — Delaware Code / Title 6 / Chapter 75 / Section 7501
§ Â
        7501. Definitions.
Status: in_force

As used in this chapter, unless the context requires otherwise, the following words and phrases shall mean:

(1) “Private corporation” shall mean a general and business or a general not-for-profit corporation organized under the laws of this State.

(2) “Public corporation” shall mean this State, a political subdivision thereof, a corporate instrumentality of this State and 1 or more other states, or a bistate compact.
6 Del. C. § 7-201 — Delaware Code / Title 6 / Article 7 / Part 2 / Section 7-201
§ Â
        7-201. Person that may issue a warehouse receipt; storage under bond.
Status: in_force

(a) A warehouse receipt may be issued by any warehouse.

(b) If goods, including distilled spirits and agricultural commodities, are stored under a statute requiring a bond against withdrawal or a license for the issuance of receipts in the nature of warehouse receipts, a receipt issued for the goods is deemed to be a warehouse receipt even if issued by a person that is the owner of the goods and is not a warehouse.
6 Del. C. § 4A-105 — Delaware Code / Title 6 / Article 4A / Part 1 / Section 4A-105
§ Â
        4A-105. Other definitions.
Status: reserved

(a) In this Article:

(1) “Authorized account” means a deposit account of a customer in a bank designated by the customer as a source of payment of payment orders issued by the customer to the bank. If a customer does not so designate an account, any account of the customer is an authorized account if payment of a payment order from that account is not inconsistent with a restriction on the use of that account.

(2) “Bank” means a person engaged in the business of banking and includes a savings bank, savings and loan association, credit union, and trust company. A branch or separate office of a bank is a separate bank for purposes of this Article.

(3) “Customer” means a person, including a bank, having an account with a bank or from whom a bank has agreed to receive payment orders.

(4) “Funds-transfer business day” of a receiving bank means the part of a day during which the receiving bank is open for the receipt, processing, and transmittal of payment orders and cancellations and amendments of payment orders.

(5) “Funds-transfer system” means a wire transfer network, automated clearing house, or other communication system of a clearing house or other association of banks through which a payment order by a bank may be transmitted to the bank to which the order is addressed.

(6) [Reserved.]

(7) “Prove” with respect to a fact means to meet the burden of establishing the fact (Section 1-201(b)(8)).

(b) Other definitions applying to this Article and the sections in which they appear are:

“Acceptance” ________________Section 4A-209

“Beneficiary” ________________Section 4A-103

“Beneficiary’s bank” ________________Section 4A-103

“Executed” ________________Section 4A-301

“Execution date” ________________Section 4A-301

“Funds transfer” ________________Section 4A-104

“Funds-transfer system rule” ________________Section 4A-501

“Intermediary bank” ________________Section 4A-104

“Originator” ________________Section 4A-104

“Originator’s bank” ________________Section 4A-104

“Payment by beneficiary’s bank to beneficiary” ________________Section 4A-405

“Payment by originator to beneficiary” ________________Section 4A-406

“Payment by sender to receiving bank” ________________Section 4A-403

“Payment date” ________________Section 4A-401

“Payment order” ________________Section 4A-103

“Receiving bank” ________________Section 4A-103

“Security procedure” ________________Section 4A-201

“Sender” ________________Section 4A-103

(c) The following definitions in Article 4 apply to this Article:

“Clearing house” ________________Section 4-104

“Item” ________________Section 4-104

“Suspends payments” ________________Section 4-104

(d) In addition Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.
6 Del. C. § 3307 — Delaware Code / Title 6 / Chapter 33 / Section 3307
§ Â
        3307. Assignment.
Status: in_force

Any mark and its registration hereunder shall be assignable, with the good will of the business in which the mark is used, or with that part of the good will of the business connected with the use of and symbolized by the mark. Assignment shall be by instruments in writing duly executed, and may be recorded with the Secretary of State upon the payment of a fee of $25, payable to the Secretary of State who, upon recording of the assignment, shall issue in the name of the assignee a new certificate for the remainder of the term of the registration, or of the last renewal thereof. An assignment of any registration under this chapter shall be void as against any subsequent purchaser for valuable consideration without notice, unless it is recorded with the Secretary of State within 3 months after the date thereof, or prior to such subsequent purchase.
6 Del. C. § 9-320 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-320
§ Â
        9-320. Buyer of goods.
Status: in_force

(a) Buyer in ordinary course of business. — Except as otherwise provided in subsection (e), a buyer in ordinary course of business, other than a person buying farm products from a person engaged in farming operations, takes free of a security interest created by the buyer’s seller, even if the security interest is perfected and the buyer knows of its existence.

(b) Buyer of consumer goods. — Except as otherwise provided in subsection (e), a buyer of goods from a person who used or bought the goods for use primarily for personal, family, or household purposes takes free of a security interest, even if perfected, if the buyer buys:

(1) without knowledge of the security interest;

(2) for value;

(3) primarily for the buyer’s personal, family, or household purposes; and

(4) before the filing of a financing statement covering the goods.

(c) Effectiveness of filing for subsection (b). — To the extent that it affects the priority of a security interest over a buyer of goods under subsection (b), the period of effectiveness of a filing made in the jurisdiction in which the seller is located is governed by Section 9-316(a) and (b).

(d) Buyer in ordinary course of business at wellhead or minehead. — A buyer in ordinary course of business buying oil, gas, or other minerals at the wellhead or minehead or after extraction takes free of an interest arising out of an encumbrance.

(e) Possessory security interest not affected. — Subsections (a) and (b) do not affect a security interest in goods in the possession of the secured party under Section 9-313.
6 Del. C. § 2A-504 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-504
§ Â
        2A-504. Liquidation of damages.
Status: in_force

(1) Damages payable by either party for default, or any other act or omission, including indemnity for loss or diminution of anticipated tax benefits or loss or damage to lessor’s residual interest, may be liquidated in the lease agreement but only at an amount or by a formula that is reasonable in light of the then anticipated harm caused by the default or other act or omission.

(2) If the lease agreement provides for liquidation of damages, and such provision does not comply with subsection (1), or such provision is an exclusive or limited remedy that circumstances cause to fail of its essential purpose, remedy may be had as provided in this Article.

(3) If the lessor justifiably withholds or stops delivery of goods because of the lessee’s default or insolvency (Section 2A-525 or 2A-526), the lessee is entitled to restitution of any amount by which the sum of his or her payments exceeds:

(a) The amount to which the lessor is entitled by virtue of terms liquidating the lessor’s damages in accordance with subsection (1); or

(b) In the absence of those terms, 20 percent of the then present value of the total rent the lessee was obligated to pay for the balance of the lease term, or, in the case of a consumer lease, the lesser of such amount or $500.

(4) A lessee’s right to restitution under subsection (3) is subject to offset to the extent the lessor establishes:

(a) A right to recover damages under the provisions of this Article other than subsection (1); and

(b) The amount or value of any benefits received by the lessee directly or indirectly by reason of the lease contract.
6 Del. C. § 9-611 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-611
§ Â
        9-611. Notification before disposition of collateral.
Status: in_force

(a) “Notification date.” — In this section, “notification date” means the earlier of the date on which:

(1) a secured party sends to the debtor and any secondary obligor a signed notification of disposition; or

(2) the debtor and any secondary obligor waive the right to notification.

(b) Notification of disposition required. — Except as otherwise provided in subsection (d), a secured party that disposes of collateral under Section 9-610 shall send to the persons specified in subsection (c) a reasonable signed notification of disposition.

(c) Persons to be notified. — To comply with subsection (b), the secured party shall send a signed notification of disposition to:

(1) the debtor;

(2) any secondary obligor; and

(3) if the collateral is other than consumer goods:

(A) any other person from which the secured party has received, before the notification date, a signed notification of a claim of an interest in the collateral;

(B) any other secured party or lienholder that, 10 days before the notification date, held a security interest in or other lien on the collateral perfected by the filing of a financing statement that:

(i) identified the collateral;

(ii) was indexed under the debtor’s name as of that date; and

(iii) was filed in the office in which to file a financing statement against the debtor covering the collateral as of that date; and

(C) any other secured party that, 10 days before the notification date, held a security interest in the collateral perfected by compliance with a statute, regulation, or treaty described in Section 9-311(a).

(d) Subsection (b) inapplicable: perishable collateral; recognized market. — Subsection (b) does not apply if the collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market.

(e) Compliance with subsection (c)(3)(B). — A secured party complies with the requirement for notification prescribed by subsection (c)(3)(B) if:

(1) not later than 20 days or earlier than 30 days before the notification date, the secured party requests, in a commercially reasonable manner, information concerning financing statements indexed under the debtor’s name in the office indicated in subsection (c)(3)(B); and

(2) before the notification date, the secured party:

(A) did not receive a response to the request for information; or

(B) received a response to the request for information and sent a signed notification of disposition to each secured party or other lienholder named in that response whose financing statement covered the collateral.
6 Del. C. § 2511 — Delaware Code / Title 6 / Chapter 25 / Subchapter II / Section 2511
§ Â
        2511. Definitions.
Status: in_force

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

(1) “Advertisement” means the attempt by publication, dissemination, solicitation or circulation to induce, directly or indirectly, any person to enter into any obligation or acquire any title or interest in, any merchandise.

(2) “Examination” means inspection, study or copying.

(3) “Lease” means any lease, offer to lease or attempt to lease any merchandise for any consideration.

(4) “Local telephone directory” means a telephone classified advertising directory or the business section of a telephone directory that is distributed free of charge to some or all telephone subscribers in a local area.

(5) “Local telephone number” means a telephone number that has the 3-number prefix(es) used by the telephone service company(ies) for telephones physically located within the area covered by the local telephone directory in which the number is listed. The term does not include long distance numbers or toll or toll free numbers listed in a local telephone directory.

(6) “Merchandise” means any objects, wares, goods, commodities, intangibles, real estate or services.

(7) “Person” means an individual, corporation, government, or governmental subdivision or agency, statutory trust, business trust, estate, trust, partnership, unincorporated association, 2 or more of any of the foregoing having a joint or common interest, or any other legal or commercial entity.

(8) “Sale” means any sale, offer for sale or attempt to sell any merchandise for any consideration.

(9) “Unfair practice” means any act or practice that causes or is likely to cause substantial injury to consumers which is not reasonably avoidable by consumers themselves and not outweighed by countervailing benefits to consumers or to competition. In determining whether an act or practice is unfair, violations of public policy as established by law, regulation, or judicial decision applicable in this State may be considered as evidence of substantial injury.
6 Del. C. § 2A-103 — Delaware Code / Title 6 / Article 2A / Part 1 / Section 2A-103
§ Â
        2A-103. Definitions and index of definitions.
Status: repealed

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

(a) “Buyer in ordinary course of business” means a person who in good faith and without knowledge that the sale to such person is in violation of the ownership rights or security interest or leasehold interest of a third party in the goods, buys in ordinary course from a person in the business of selling goods of that kind but does not include a pawnbroker. “Buying” may be for cash or by exchange of other property or on secured or unsecured credit and includes acquiring goods or documents of title under a pre-existing contract for sale but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt.

(b) “Cancellation” occurs when either party puts an end to the lease contract for default by the other party.

(c) “Commercial unit” means such a unit of goods as by commercial usage is a single whole for purposes of lease and division of which materially impairs its character or value on the market or in use. A commercial unit may be a single article, as a machine, or a set of articles, as a suite of furniture or a line of machinery, or a quantity, as a gross or carload, or any other unit treated in use or in the relevant market as a single whole.

(d) “Conforming” goods or performance under a lease contract means goods or performance that are in accordance with the obligations under the lease contract.

(e) “Consumer lease” means a lease that a lessor regularly engaged in the business of leasing or selling makes to a lessee who is an individual and who takes under the lease primarily for personal, family, or household purposes.

(f) “Fault” means wrongful act, omission, breach, or default.

(g) “Finance lease” means a lease with respect to which:

(i) The lessor does not select, manufacture or supply the goods;

(ii) The lessor acquires the goods or the right to possession and use of the goods in connection with the lease; and

(iii) One of the following occurs:

(A) The lessee receives a copy of the contract by which the lessor acquired the goods or the right to possession and use of the goods before signing the lease contract;

(B) The lessee’s approval of the contract by which the lessor acquired the goods or the right to possession and use of the goods is a condition to effectiveness of the lease contract;

(C) The lessee, before signing the lease contract, receives an accurate and complete statement designating the promises and warranties, and any disclaimers of warranties, limitations or modifications of remedies, or liquidated damages, including those of a third party, such as the manufacturer of the goods, provided to the lessor by the person supplying the goods in connection with or as part of the contract by which the lessor acquired the goods or the right to possession and use of the goods; or

(D) If the lease is not a consumer lease, the lessor, before the lessee signs the lease contract, informs the lessee in writing

(1) Of the identity of the person supplying the goods to the lessor, unless the lessee has selected that person and directed the lessor to acquire the goods or the right to possession and use of the goods from that person,

(2) That the lessee is entitled under this Article to the promises and warranties, including those of any third party, provided to the lessor by the person supplying the goods in connection with or as part of the contract by which the lessor acquired the goods or the right to possession and use of the goods, and

(3) That the lessee may communicate with the person supplying the goods to the lessor and receive an accurate and complete statement of those promises and warranties, including any disclaimers and limitations of them or of remedies.

(h) “Goods” means all things that are movable at the time of identification to the lease contract, or are fixtures (Section 2A-309), but the term does not include money, documents, instruments, accounts, chattel paper, general intangibles, or minerals or the like, including oil and gas, before extraction. The term also includes the unborn young of animals.

(h.1) “Hybrid lease” means a single transaction involving a lease of goods and:

(i) the provision of services;

(ii) a sale of other goods; or

(iii) a sale, lease, or license of property other than goods.

(i) “Installment lease contract” means a lease contract that authorizes or requires the delivery of goods in separate lots to be separately accepted, even though the lease contract contains a clause “each delivery is a separate lease” or its equivalent.

(j) “Lease” means a transfer of the right to possession and use of goods for a term in return for consideration, but a sale, including a sale on approval or a sale or return, or retention or creation of a security interest is not a lease. Unless the context clearly indicates otherwise, the term includes a sublease.

(k) “Lease agreement” means the bargain, with respect to the lease, of the lessor and the lessee in fact as found in their language or by implication from other circumstances including course of dealing or usage of trade or course of performance as provided in this Article. Unless the context clearly indicates otherwise, the term includes a sublease agreement.

(l) “Lease contract” means the total legal obligation that results from the lease agreement as affected by this Article and any other applicable rules of law. Unless the context clearly indicates otherwise, the term includes a sublease contract.

(m) “Leasehold interest” means the interest of the lessor or the lessee under a lease contract.

(n) “Lessee” means a person who acquires the right to possession and use of goods under a lease. Unless the context clearly indicates otherwise, the term includes a sublessee.

(o) “Lessee in ordinary course of business” means a person who in good faith and without knowledge that the lease to such person is in violation of the ownership rights or security interest or leasehold interest of a third party in the goods, leases in ordinary course from a person in the business of selling or leasing goods of that kind but does not include a pawnbroker. “Leasing” may be for cash or by exchange of other property or on secured or unsecured credit and includes acquiring goods or documents of title under a pre-existing lease contract but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt.

(p) “Lessor” means a person who transfers the right to possession and use of goods under a lease. Unless the context clearly indicates otherwise, the term includes a sublessor.

(q) “Lessor’s residual interest” means the lessor’s interest in the goods after expiration, termination, or cancellation of the lease contract.

(r) “Lien” means a charge against or interest in goods to secure payment of a debt or performance of an obligation, but the term does not include a security interest.

(s) “Lot” means a parcel or a single article that is the subject matter of a separate lease or delivery, whether or not it is sufficient to perform the lease contract.

(t) “Merchant lessee” means a lessee that is a merchant with respect to goods of the kind subject to the lease.

(u) “Present value” means the amount as of a date certain of one or more sums payable in the future, discounted to the date certain. The discount is determined by the interest rate specified by the parties if the rate was not manifestly unreasonable at the time the transaction was entered into; otherwise, the discount is determined by a commercially reasonable rate that takes into account the facts and circumstances of each case at the time the transaction was entered into.

(v) “Purchase” includes taking by sale, lease, mortgage, security interest, pledge, gift, or any other voluntary transaction creating an interest in goods.

(w) “Sublease” means a lease of goods the right to possession and use of which was acquired by the lessor as a lessee under an existing lease.

(x) “Supplier” means a person from whom a lessor buys or leases goods to be leased under a finance lease.

(y) “Supply contract” means a contract under which a lessor buys or leases goods to be leased.

(z) “Termination” occurs when either party pursuant to a power created by agreement or law puts an end to the lease contract otherwise than for default.

(2) Other definitions applying to this Article and the sections in which they appear are:

“Accessions”. Section 2A-310(1).

“Construction mortgage”. Section 2A-309(1)(d).

“Encumbrance”. Section 2A-309(1)(e).

“Fixtures”. Section 2A-309(1)(a).

“Fixture filing”. Section 2A-309(1)(b).

“Purchase money lease”. Section 2A-309(1)(c).

(3) The following definitions in other Articles apply to this Article:

“Account”. Section 9-102(a)(2).

“Between merchants”. Section 2-104(3).

“Buyer”. Section 2-103(1)(a).

“Chattel paper”. Section 9-102(a)(11).

“Consumer goods”. Section 9-102(a)(23).

“Document”. Section 9-102(a)(30).

“Entrusting”. Section 2-403(3).

“General intangible”. Section 9-102(a)(42).

“Good faith”. Section 2-103(1)(b). [Repealed.]

“Instrument”. Section 9-102(a)(47).

“Merchant”. Section 2-104(1).

“Mortgage”. Section 9-102(a)(55).

“Pursuant to commitment”. Section 9-102(a)(69).

“Receipt”. Section 2-103(1)(c).

“Sale”. Section 2-106(1).

“Sale on approval”. Section 2-326.

“Sale or return”. Section 2-326.

“Seller”. Section 2-103(1)(d).

(4) In addition, Article 1 contains general definitions and principles of construction and interpretation applicable throughout this Article.
6 Del. C. § 2595 — Delaware Code / Title 6 / Chapter 25 / Subchapter X / Section 2595
§ Â
        2595. Unlawful practices.
Status: in_force

(a) The act, use or employment by any person of any deception, fraud, false pretense, false promise, misrepresentation or the concealment, suppression or omission of any material fact with the intent that others rely upon such concealment, suppression or omission in connection with a charitable solicitation, whether or not any person has in fact been misled, deceived or damaged thereby.

(b) Such acts or practices shall include, but are not limited to, any 1 of the following:

(1) The failure of any person to identify himself or herself by name prior to making a charitable solicitation;

(2) The failure of a person to identify the charitable/fraternal organization for which the charitable/fraternal solicitation is being made or the charitable/fraternal purpose of the solicitation prior to making the solicitation;

(3) If the solicitation is made by a professional solicitor, the failure to disclose that the person soliciting the contribution is, or is employed by, a professional solicitor and the identity of the professional solicitor;

(4) Upon request by the person being solicited, the failure of any person to disclose the amount/percentage of the contribution that will be turned over to the charitable/fraternal organization, the amount/percentage of the contribution to be used for the charitable/fraternal purposes for which it is being solicited or the amount/percentage to be retained by the professional solicitor. To the extent the amount/percentage of the contribution to be turned over to the charitable/fraternal organization is not known at the time of the solicitation, the person shall disclose a good faith estimate of the percentage/amount of the contribution to be turned over to the charitable/fraternal organization;

(5) The use or reference to the term “police,” “law enforcement,” “trooper,” “rescue squad,” “firemen” or “firefighter” unless:

a. The person making such representations is employed by a bona fide police, law enforcement, rescue squad or fire department and the person is authorized by such entity to engage in charitable solicitation; or

b. Such entity has authorized the use or reference to such term in writing for the purpose of charitable/fraternal solicitation;

(6) The representation that a percentage of the contribution will be used for a charitable/fraternal purpose if the person has reason to believe the contribution will not be used for a charitable/fraternal purpose;

(7) The representation that another person, as defined by § 2593(5) of this title, endorses the solicitation unless such person has consented in writing to the use of the person’s name for the purpose of endorsing the solicitation;

(8) The representation that the contribution is solicited on behalf of anyone other than the charitable/fraternal organization that authorized the solicitation in accordance with this subchapter;

(9) The use of the name of any charitable/fraternal organization without the written consent of the charitable/fraternal organization;

(10) The use of a name, symbol or statement so closely related or similar to that used by another charitable/fraternal organization or governmental agency that the use thereof would tend to confuse or mislead the public;

(11) The failure to create and/or maintain the records and written contracts as required by § 2594 of this title with the intent to hinder the discovery of practices otherwise prohibited by this subchapter or having otherwise been in violation of this subsection; and

(12) The failure to comply with § 2596 of this title on 3 separate occasions.

(c) No charitable/fraternal organization or any officer, director, member, volunteer or employee of a charitable/fraternal organization shall be deemed in violation of this section for an unlawful practice committed by a professional solicitor unless the charitable/fraternal organization or such officer, director, member, volunteer or employee has actual prior knowledge of such unlawful practice or the charitable/fraternal organization or such officer, director, member, volunteer or employee had fraudulent intent in connection with the unlawful practice.
6 Del. C. § 4A-106 — Delaware Code / Title 6 / Article 4A / Part 1 / Section 4A-106
§ Â
        4A-106. Time payment order is received.
Status: in_force

(a) The time of receipt of a payment order or communication cancelling or amending a payment order is determined by the rules applicable to receipt of a notice stated in Section 1-202. A receiving bank may fix a cut-off time or times on a funds-transfer business day for the receipt and processing of payment orders and communications cancelling or amending payment orders. Different cut-off times may apply to payment orders, cancellations, or amendments, or to different categories of payment orders, cancellations, or amendments. A cut-off time may apply to senders generally or different cut-off times may apply to different senders or categories of payment orders. If a payment order or communication cancelling or amending a payment order is received after the close of a funds-transfer business day or after the appropriate cut-off time on a funds-transfer business day, the receiving bank may treat the payment order or communication as received at the opening of the next funds-transfer business day.

(b) If this Article refers to an execution date or payment date or states a day on which a receiving bank is required to take action, and the date or day does not fall on a funds-transfer business day, the next day that is a funds-transfer business day is treated as the date or day stated, unless the contrary is stated in this Article.
6 Del. C. § 5124 — Delaware Code / Title 6 / Chapter 51 / Section 5124
§ Â
        5124. Meat, poultry and seafood.
Status: in_force

Meat, poultry and seafood shall be sold by weight, except that whole shellfish in the shell and ready to eat food may be sold by weight, measure and/or count.
6 Del. C. § 18-303 — Delaware Code / Title 6 / Chapter 18 / Subchapter III / Section 18-303
§ Â
        18-303. Liability to third parties.
Status: in_force

(a) Except as otherwise provided by this chapter, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability of the limited liability company solely by reason of being a member or acting as a manager of the limited liability company.

(b) Notwithstanding the provisions of subsection (a) of this section, under a limited liability company agreement or under another agreement, a member or manager may agree to be obligated personally for any or all of the debts, obligations and liabilities of the limited liability company.
6 Del. C. § 4605 — Delaware Code / Title 6 / Chapter 46 / Section 4605
§ Â
        4605. Discrimination in provision of brokerage services.
Status: in_force

It is unlawful to deny a person access to or membership or participation in any multiple-listing service, real estate brokers’ organization, or other service, organization, or facility relating to the business of selling, exchanging, or renting dwellings, or to discriminate against the person in the terms or conditions of such access, membership, or participation, on account of race, color, national origin, religion, creed, sex, marital status, familial status, source of income, age, sexual orientation, gender identity, disability, military status, or housing status.
6 Del. C. § 7-507 — Delaware Code / Title 6 / Article 7 / Part 5 / Section 7-507
§ Â
        7-507. Warranties on negotiation or delivery of document of title.
Status: in_force

If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under Section 7-508, unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to its immediate purchaser only that:

(1) The document is genuine;

(2) The transferor does not have knowledge of any fact that would impair the document’s validity or worth; and

(3) The negotiation or delivery is rightful and fully effective with respect to the title to the document and the goods it represents.
6 Del. C. § 18-908 — Delaware Code / Title 6 / Chapter 18 / Subchapter IX / Section 18-908
§ Â
        18-908. Foreign limited liability companies doing business without having qualified; injunctions.
Status: in_force

The Court of Chancery shall have jurisdiction to enjoin any foreign limited liability company, or any agent thereof, from doing any business in the State of Delaware if such foreign limited liability company has failed to register under this subchapter or if such foreign limited liability company has secured a certificate of the Secretary of State under § 18-903 of this title on the basis of false or misleading representations. Upon the motion of the Attorney General or upon the relation of proper parties, the Attorney General shall proceed for this purpose by complaint in any county in which such foreign limited liability company is doing or has done business.
6 Del. C. § 8-112 — Delaware Code / Title 6 / Article 8 / Part 1 / Section 8-112
§ Â
        8-112. Creditorâs legal process.
Status: in_force

(a) Except to the extent otherwise provided or permitted by §§ 169 and 324 of Title 8, §§ 365, 366 and Chapter 35 of Title 10, and subsection (d) hereof, the interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy. However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer.

(b) Except to the extent otherwise provided or permitted by §§ 169 and 324 of Title 8, §§ 365, 366 and Chapter 35 of Title 10, and subsection (d) hereof, the interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States.

(c) The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor’s securities account is maintained, except as otherwise provided in subsection (d).

(d) The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party, may be reached by a creditor by legal process upon the secured party.

(e) A creditor whose debtor is the owner of a certificated security, uncertificated security, or security entitlement is entitled to aid from a court of competent jurisdiction, by injunction or otherwise, in reaching the certificated security, uncertificated security, or security entitlement or in satisfying the claim by means allowed at law or in equity in regard to property that cannot readily be reached by other legal process.
6 Del. C. § 2A-109 — Delaware Code / Title 6 / Article 2A / Part 1 / Section 2A-109
§ Â
        2A-109. Option to accelerate at will.
Status: in_force

(1) A term providing that 1 party or his or her successor in interest may accelerate payment or performance or require collateral or additional collateral “at will”, or “when he or she deems himself or herself insecure” or in words of similar import must be construed to mean that he or she has power to do so only if he or she in good faith believes that the prospect of payment or performance is impaired.

(2) With respect to a consumer lease, the burden of establishing good faith under subsection (1) is on the party who exercised the power; otherwise the burden of establishing lack of good faith is on the party against whom the power has been exercised.
6 Del. C. § 3603 — Delaware Code / Title 6 / Chapter 36 / Subchapter I / Section 3603
§ Â
        3603. Remedies and penalties.
Status: in_force

(a) In any successful action brought by a buyer for failure to acknowledge unfinished work subject to the escrow provisions of § 3602 of this title or failure to escrow the contractual cost or the fair market value required to complete the unfinished work subject to the escrow provisions of § 3602 of this title, the court may order the seller/vendor to pay the amount that should have been escrowed and the costs of litigation. To the extent a seller/vendor proves that a buyer’s request to escrow under § 3602 of this title was not valid, the buyer may be liable for the seller/vendor’s costs of litigation.

(b) Failure to comply with a buyer’s valid request to escrow under § 3602 of this title shall constitute an unlawful practice in violation of § 2513 of this title and wilful violations of § 3602 of this title shall be punishable in accordance with § 2513 and/or § 2581 of this title. The Attorney General shall have the same authority in enforcing, remedying, and otherwise carrying out the provisions of this subchapter as is provided by Chapter 25 of Title 29 and by §§ 2511-2527 and 2531-2536 of this title.

(c) The remedies and penalties provided for in this section are not exclusive and shall be in addition to any other procedures, rights or remedies which exist with respect to any other provisions of law including, but not limited to, state and/or federal criminal prosecutions and/or common law statutory actions brought by private parties.
6 Del. C. § 18-1004 — Delaware Code / Title 6 / Chapter 18 / Subchapter X / Section 18-1004
§ Â
        18-1004. Expenses.
Status: in_force

If a derivative action is successful, in whole or in part, as a result of a judgment, compromise or settlement of any such action, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, from any recovery in any such action or from a limited liability company.
6 Del. C. § 5001C — Delaware Code / Title 6 / Chapter 50C / Section 5001C
§ Â
        5001C. Definitions.
Status: in_force

For purposes of this chapter:

(1) “Commercial entity” means a corporation, business trust, estate, trust, partnership, limited partnership, limited liability partnership, limited liability company, association, organization, joint venture, or other legal entity, whether or not for profit, that transacts business in this State. For the purposes of this paragraph, “transacts business in this State” means the course or practice of carrying on any business activity in this State and includes the solicitation of business or orders in this State.

(2) “Consumer” means an individual who enters into a transaction primarily for personal, family, or household purposes except employees.

(3) “Personal identifying information” means a consumer’s first name or first initial and last name in combination with any 1 of the following data elements that relate to the consumer, when either the name or the data elements are not encrypted: Social Security number; passport number; driver’s license or state identification card number; insurance policy number; financial services account number; bank account number; credit card number; debit card number; tax or payroll information or confidential health-care information including all information relating to a patient’s health-care history; diagnosis condition, treatment; or evaluation obtained from a health-care provider who has treated the patient which explicitly or by implication identifies a particular patient.

(4) “Record” means information that is inscribed on a tangible medium, or that is stored in an electronic or other medium and is retrievable in perceivable form on which personal identifying information is recorded or preserved. “Record” does not include publicly available directories or sources containing information a consumer has voluntarily consented to have publicly disseminated or listed or which is disseminated as provided for by applicable law or regulation, such as name, address, or telephone number, or other directories or sources as are derived solely from such directories or sources.
6 Del. C. § 15-206 — Delaware Code / Title 6 / Chapter 15 / Subchapter II / Section 15-206
§ Â
        15-206. Form of contribution.
Status: in_force

The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
6 Del. C. § 1-107 — Delaware Code / Title 6 / Article 1 / Part 1 / Section 1-107
§ Â
        1-107. Section captions.
Status: in_force

Section captions are part of the Uniform Commercial Code.
6 Del. C. § 2829 — Delaware Code / Title 6 / Chapter 28 / Subchapter II / Section 2829
§ Â
        2829. Enforcement.
Status: in_force

Violations of this subchapter shall be within the scope of the enforcement duties and powers of the State Division of Consumer Protection as described in Chapter 25 of Title 29.
6 Del. C. § 4308 — Delaware Code / Title 6 / Chapter 43 / Subchapter II / Section 4308
§ Â
        4308. Delinquency charges.
Status: in_force

A contract may provide for the payment by the buyer of a delinquency charge on each installment in default for a period of not less than 10 days in an amount not in excess of 5 percent of such installment or $5.00, whichever is less, but a minimum charge of $1.00 may be made. Only 1 such delinquency charge may be collected on any such installment regardless of the period during which it remains in default. The contract may also provide for payment of any actual and reasonable costs of collection occasioned by removal of the goods from the State without written permission of the holder, or by the failure of the buyer to notify the holder of any change of residence, or by the failure of the buyer to communicate with the holder for a period of 45 days after any default in making payments due under the contract.
6 Del. C. § A-306 — Delaware Code / Title 6 / Article A / Part 3 / Section A-306
§ Â
        A-306. Priority of claims when priority rules of Article 9 do not apply.
Status: in_force

(a) Determination of priority. —

Subject to subsections (b) and (c), Article 12 determines the priority of conflicting claims to Article 12 property when the priority rules of Article 9, as amended by the amending Act, do not apply.

(b) Established priorities. —

Subject to subsection (c), when the priority rules of Article 9, as amended by the amending Act, do not apply and the priorities of claims to Article 12 property were established before August 18, 2023, law other than Article 12 determines priority.

(c) Determination of certain priorities on adjustment date. —

When the priority rules of Article 9, as amended by the amending Act, do not apply, to the extent the priorities determined by the amending Act modify the priorities established before August 18, 2023, the priorities of claims to Article 12 property established before August 18, 2023, cease to apply on the adjustment date.
6 Del. C. § 15-115 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-115
§ Â
        15-115. Doing business.
Status: in_force

A limited partnership, a partnership, a limited liability company, a business or other trust or association, or a corporation formed or organized under the laws of any foreign country or other foreign jurisdiction or the laws of any state shall not be deemed to be doing business in the State of Delaware solely by reason of its being a partner in a domestic partnership.
6 Del. C. § 2509 — Delaware Code / Title 6 / Chapter 25 / Subchapter I / Section 2509
§ Â
        2509. Products for young children; prohibition of bisphenol-A.
Status: in_force

(a) No manufacturer may sell or offer for sale in this State a children’s product that contains bisphenol-A.

(b) After July 1, 2012, no merchant may, knowingly sell or offer for sale in this State a children’s product that contains bisphenol-A.

(c) This section shall not apply to the sale of a used children’s product or to substances present in, or used in the production or packaging of, any drug, intended for use in humans or animals, as such term is defined in 21 U.S.C. § 321, that is manufactured or distributed consistent with the requirements of the Federal Food, Drug, and Cosmetic Act [21 U.S.C. § 301 et seq.] or the Public Health Service Act [42 U.S.C. § 201 et seq.].

(d) As used in this section:

(1) “Child” means a person under 4 years of age.

(2) “Children’s product” means an empty bottle or cup designed to be filled with food or liquid that is designed or intended by a manufacturer to be used by a child.

(e) Violation of this section shall be a class A misdemeanor. The Superior Court shall have exclusive jurisdiction over violations of this section.
6 Del. C. § 15-1104 — Delaware Code / Title 6 / Chapter 15 / Subchapter XI / Section 15-1104
§ Â
        15-1104. Activities not constituting doing business.
Status: in_force

(a) Activities of a foreign limited liability partnership in the State of Delaware which do not constitute doing business for the purpose of this subchapter include:

(1) Maintaining, defending or settling an action or proceeding;

(2) Holding meetings of its partners or carrying on any other activity concerning its internal affairs;

(3) Maintaining bank accounts;

(4) Maintaining offices or agencies for the transfer, exchange or registration of the partnership’s own securities or maintaining trustees or depositories with respect to those securities;

(5) Selling through independent contractors;

(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the State of Delaware before they become contracts;

(7) Selling, by contract consummated outside the State of Delaware, and agreeing, by the contract, to deliver into the State of Delaware, machinery, plants or equipment, the construction, erection or installation of which within the State of Delaware requires the supervision of technical engineers or skilled employees performing services not generally available, and as part of the contract of sale agreeing to furnish such services, and such services only, to the vendee at the time of construction, erection or installation;

(8) Creating, as borrower or lender, or acquiring indebtedness with or without a mortgage or other security interest in property;

(9) Collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting and maintaining property so acquired;

(10) Conducting an isolated transaction that is not one in the course of similar transactions;

(11) Doing business in interstate commerce; and

(12) Doing business in the State of Delaware as an insurance company.

(b) A person shall not be deemed to be doing business in the State of Delaware solely by reason of being a partner in a partnership.

(c) This section does not apply in determining whether a foreign limited liability partnership is subject to service of process, taxation or regulation under any other law of the State of Delaware.
6 Del. C. § 2555 — Delaware Code / Title 6 / Chapter 25 / Subchapter V / Section 2555
§ Â
        2555. Notice required to terminate or elect not to renew a franchise.
Status: in_force

Notwithstanding any provision in a franchise agreement which provides otherwise, any termination of a franchise or election not to renew a franchise must be made on at least 90 days’ notice.
6 Del. C. § 5114 — Delaware Code / Title 6 / Chapter 51 / Section 5114
§ Â
        5114. Police powers; right of entry and stoppage.
Status: in_force

With respect to the enforcement of this chapter and any other chapters dealing with weights and measures that the Secretary of Agriculture is, or may be, empowered to enforce, the Secretary of Agriculture is hereby vested with police powers, and shall have police powers similar to those of constables and other police officers and may arrest any violator of the said chapters, and seize for use as evidence, incorrect or unsealed weights and measures or amounts or packages of commodity, found to be used, retained, offered or exposed for sale, or sold in violation of law. In the performance of official duties, the Secretary of Agriculture may enter and go into or upon, any structure or premises, and stop any person whatsoever and require that person to proceed, with or without any vehicle of which he or she may be in charge, to some place which the Secretary of Agriculture may specify.
6 Del. C. § 12-107 — Delaware Code / Title 6 / Article 12 / Section 12-107
§ Â
        12-107. Governing law.
Status: in_force

(a) Governing law: general rule. —

Except as provided in subsection (b), the local law of a controllable electronic record’s jurisdiction governs a matter covered by this article.

(b) Governing law: Section 12-106. —

For a controllable electronic record that evidences a controllable account or controllable payment intangible, the local law of the controllable electronic record’s jurisdiction governs a matter covered by Section 12-106 unless an effective agreement determines that the local law of another jurisdiction governs.

(c) Controllable electronic record’s jurisdiction. —

The following rules determine a controllable electronic record’s jurisdiction under this section:

(1) If the controllable electronic record, or a record attached to or logically associated with the controllable electronic record and readily available for review, expressly provides that a particular jurisdiction is the controllable electronic record’s jurisdiction for purposes of this article or the Uniform Commercial Code, that jurisdiction is the controllable electronic record’s jurisdiction.

(2) If paragraph (1) does not apply and the rules of the system in which the controllable electronic record is recorded are readily available for review and expressly provide that a particular jurisdiction is the controllable electronic record’s jurisdiction for purposes of this article or the Uniform Commercial Code, that jurisdiction is the controllable electronic record’s jurisdiction.

(3) If paragraphs (1) and (2) do not apply and the controllable electronic record, or a record attached to or logically associated with the controllable electronic record and readily available for review, expressly provides that the controllable electronic record is governed by the law of a particular jurisdiction, that jurisdiction is the controllable electronic record’s jurisdiction.

(4) If paragraphs (1), (2), and (3) do not apply and the rules of the system in which the controllable electronic record is recorded are readily available for review and expressly provide that the controllable electronic record or the system is governed by the law of a particular jurisdiction, that jurisdiction is the controllable electronic record’s jurisdiction.

(5) If paragraphs (1) through (4) do not apply, the controllable electronic record’s jurisdiction is the District of Columbia.

(d) Applicability of Article 12. —

If subsection (c)(5) applies and Article 12 is not in effect in the District of Columbia without material modification, the governing law for a matter covered by this article is the law of the District of Columbia as though Article 12 were in effect in the District of Columbia without material modification. In this subsection, “Article 12” means Article 12 of Uniform Commercial Code Amendments (2022).

(e) Relation of matter or transaction to controllable electronic record’s jurisdiction not necessary. —

To the extent subsections (a) and (b) provide that the local law of the controllable electronic record’s jurisdiction governs a matter covered by this article, that law governs even if the matter or a transaction to which the matter relates does not bear any relation to the controllable electronic record’s jurisdiction.

(f) Rights of purchasers determined at time of purchase. —

The rights acquired under Section 12-104 by purchaser or qualifying purchaser are governed by the law applicable under this section at the time of purchase.
6 Del. C. § 5009A — Delaware Code / Title 6 / Chapter 50A / Section 5009A
§ Â
        5009A. Rules and regulations; evaluation of procedure.
Status: in_force

The Division of Consumer Protection shall promulgate necessary rules and regulations to implement the purposes of this chapter and shall annually evaluate and certify whether any informal dispute settlement procedure utilized or sought to be utilized under this chapter complies with the Code of Federal Regulations, Title 16, Part 703.
6 Del. C. § 2A-219 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-219
§ Â
        2A-219. Risk of loss.
Status: in_force

(1) Except in the case of a finance lease, risk of loss is retained by the lessor and does not pass to the lessee. In the case of a finance lease, risk of loss passes to the lessee.

(2) Subject to the provisions of this Article on the effect of default on risk of loss (Section 2A-220), if risk of loss is to pass to the lessee and the time of passage is not stated, the following rules apply:

(a) If the lease contract requires or authorizes the goods to be shipped by carrier

(i) and it does not require delivery at a particular destination, the risk of loss passes to the lessee when the goods are duly delivered to the carrier; but

(ii) if it does require delivery at a particular destination and the goods are there duly tendered while in the possession of the carrier, the risk of loss passes to the lessee when the goods are there duly so tendered as to enable the lessee to take delivery.

(b) If the goods are held by a bailee to be delivered without being moved, the risk of loss passes to the lessee on acknowledgment by the bailee of the lessee’s right to possession of the goods.

(c) In any case not within subsection (a) or (b), the risk of loss passes to the lessee on the lessee’s receipt of the goods if the lessor, or, in the case of a finance lease, the supplier, is a merchant; otherwise the risk passes to the lessee on tender of delivery.
6 Del. C. § 3-108 — Delaware Code / Title 6 / Article 3 / Part 1 / Section 3-108
§ Â
        3-108. Payable on demand or at definite time.
Status: in_force

(a) A promise or order is “payable on demand” if it (i) states that it is payable on demand or at sight, or otherwise indicates that it is payable at the will of the holder, or (ii) does not state any time of payment.

(b) A promise or order is “payable at a definite time” if it is payable on elapse of a definite period of time after sight or acceptance or at a fixed date or dates or at a time or times readily ascertainable at the time the promise or order is issued, subject to rights of (i) prepayment, (ii) acceleration, (iii) extension at the option of the holder, or (iv) extension to a further definite time at the option of the maker or acceptor or automatically upon or after a specified act or event.

(c) If an instrument, payable at a fixed date, is also payable upon demand made before the fixed date, the instrument is payable on demand until the fixed date and, if demand for payment is not made before that date, becomes payable at a definite time on the fixed date.
6 Del. C. § 12D-104 — Delaware Code / Title 6 / Chapter 12D / Section 12D-104
§ Â
        12D-104. Consumer personal data rights.
Status: in_force

(a) A consumer has the right to do all of the following:

(1) Confirm whether a controller is processing the consumer’s personal data and access such personal data, unless such confirmation or access would require the controller to reveal a trade secret.

(2) Correct inaccuracies in the consumer’s personal data, taking into account the nature of the personal data and the purposes of the processing of the consumer’s personal data.

(3) Delete personal data provided by, or obtained about, the consumer.

(4) Obtain a copy of the consumer’s personal data processed by the controller, in a portable and, to the extent technically feasible, readily-usable format that allows the consumer to transmit the data to another controller without hindrance, where the processing is carried out by automated means, provided such controller shall not be required to reveal any trade secret.

(5) Obtain a list of the categories of third parties to which the controller has disclosed the consumer’s personal data.

(6) Opt out of the processing of the personal data for purposes of any of the following:

a. Targeted advertising.

b. The sale of personal data, except as provided in § 12D-106(b) of this title.

c. Profiling in furtherance of solely-automated decisions that produce legal or similarly significant effects concerning the consumer.

(b) A consumer may exercise rights under this section by a secure and reliable means established by the controller and described to the consumer in the controller’s privacy notice. A consumer may designate an authorized agent in accordance with § 12D-105 of this title to exercise the rights of such consumer to opt out of the processing of such consumer’s personal data for purposes of paragraph (a)(6) of this section on behalf of the consumer. In the case of processing personal data of a known child, the parent or legal guardian may exercise such consumer rights on the child’s behalf. In the case of processing personal data concerning a consumer subject to a guardianship, conservatorship or other protective arrangement, the guardian or the conservator of the consumer may exercise such rights on the consumer’s behalf.

(c) Except as otherwise provided in this chapter, a controller shall comply with a request by a consumer to exercise the consumer rights authorized pursuant to said sections as follows:

(1) A controller shall respond to the consumer without undue delay, but not later than 45 days after receipt of the request. The controller may extend the response period by 45 additional days when reasonably necessary, considering the complexity and number of the consumer’s requests, provided the controller informs the consumer of any such extension within the initial 45-day response period and of the reason for the extension.

(2) If a controller declines to take action regarding the consumer’s request, the controller shall inform the consumer without undue delay, but not later than 45 days after receipt of the request, of the justification for declining to take action and instructions for how to appeal the decision.

(3) Information provided in response to a consumer request shall be provided by a controller, free of charge, once per consumer during any 12-month period. If requests from a consumer are manifestly unfounded, excessive or repetitive, the controller may charge the consumer a reasonable fee to cover the administrative costs of complying with the request or decline to act on the request. The controller bears the burden of demonstrating the manifestly unfounded, excessive or repetitive nature of the request.

(4) If a controller is unable to authenticate a request to exercise any of the rights afforded under paragraphs (a)(1) through (a)(5) of this section, inclusive, using commercially-reasonable efforts, the controller shall not be required to comply with a request to initiate an action pursuant to this section and shall provide notice to the consumer that the controller is unable to authenticate the request to exercise such right or rights until such consumer provides additional information reasonably necessary to authenticate such consumer and such consumer’s request to exercise such right or rights. A controller shall not be required to authenticate an opt-out request, but a controller may deny an opt-out request if the controller has a good faith, reasonable, and documented belief that such request is fraudulent. If a controller denies an opt-out request because the controller believes such request is fraudulent, the controller shall send a notice to the person who made such request disclosing that such controller believes such request is fraudulent, why such controller believes such request is fraudulent, and that such controller shall not comply with such request.

(5) A controller that has obtained personal data about a consumer from a source other than the consumer shall be deemed in compliance with a consumer’s request to delete such data pursuant to paragraph (a)(3) of this section if the controller retains a record of the deletion request and the minimum data necessary for the purpose of ensuring the consumer’s personal data remains deleted from the controller’s records and does not use such retained data for any other purpose.

(d) A controller shall establish a process for a consumer to appeal the controller’s refusal to take action on a request within a reasonable period of time after the consumer’s receipt of the decision. The appeal process shall be conspicuously available and similar to the process for submitting requests to initiate action pursuant to this section. Not later than 60 days after receipt of an appeal, a controller shall inform the consumer in writing of any action taken or not taken in response to the appeal, including a written explanation of the reasons for the decisions. If the appeal is denied, the controller shall also provide the consumer with an online mechanism, if available, or other method through which the consumer may contact the Department of Justice to submit a complaint.
6 Del. C. § 4-105 — Delaware Code / Title 6 / Article 4 / Part 1 / Section 4-105
§ Â
        4-105. âBankâ; âdepositary bankâ; âpayor bankâ; âintermediary bankâ; âcollecting bankâ; âpresenting bankâ.
Status: in_force

In this Article:

(1) “Bank” means a person engaged in the business of banking, including a savings bank, savings and loan association, credit union, or trust company.

(2) “Depositary bank” means the first bank to take an item even though it is also the payor bank, unless the item is presented for immediate payment over the counter.

(3) “Payor bank” means a bank that is the drawee of a draft.

(4) “Intermediary bank” means a bank to which an item is transferred in course of collection except the depositary or payor bank.

(5) “Collecting bank” means a bank handling an item for collection except the payor bank.

(6) “Presenting bank” means a bank presenting an item except a payor bank.
6 Del. C. § 7-508 — Delaware Code / Title 6 / Article 7 / Part 5 / Section 7-508
§ Â
        7-508. Warranties of collecting bank as to documents of title.
Status: in_force

A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against delivery of documents warrants by the delivery of the documents only its own good faith and authority even if the collecting bank or other intermediary has purchased or made advances against the claim or draft to be collected.
6 Del. C. § 2821 — Delaware Code / Title 6 / Chapter 28 / Subchapter II / Section 2821
§ Â
        2821. Applicability.
Status: in_force

This subchapter shall apply to each vacation time-sharing plan contract executed at least in part in the State 90 days after this chapter is signed into law, regardless of the whereabouts of the developer’s principal office.
6 Del. C. § 4204 — Delaware Code / Title 6 / Chapter 42 / Section 4204
§ Â
        4204. Health Spa Guaranty Fund.
Status: in_force

(a) The Director of the Division of Consumer Protection shall establish and maintain the Health Spa Guaranty Fund in accordance with the provisions of this section.

(b) (1) Upon registering with the Director pursuant to § 4203 of this title and upon renewing its registration annually, each health spa shall pay to the State a fee in the amount indicated below:

(2) The number of unexpired contracts exceeding 3 months shall be calculated separately for each location where health spa services are offered, unless the spa offers all members fully interchangeable, comparable services at a separate location within a 15-mile radius.

(3) The amount of the fee shall be reviewed annually by the Director, and the health spa shall provide such information as the Director may request in order to ascertain the number of unexpired contracts exceeding 3 months.

(c) Payments received under subsection (b) of this section shall be credited by the State Treasurer to the Health Spa Guaranty Fund and money in the Fund may be invested or reinvested in the same manner as funds of the State Employees’ Retirement System, and the interest arising from such investments shall be credited to the Guaranty Fund.

(d) Any buyer having a claim against a health spa may apply to the Director for payment of such claim from the Guaranty Fund, if the claim arises from a failure of the health spa to:

(1) Comply with its contract obligations;

(2) Comply with any provision of this chapter; or

(3) Remain open for the duration of its contracts or provide alternative facilities within 15 miles of the location designated in the health spa contract, if the health spa goes out of business or relocates.

(e) The Director shall provide forms for applications by buyers for payment from the Guaranty Fund. The application shall include the name and address of the health spa, the beginning and ending date of the contract, the price of the contract, the date of the closing of the health spa, the amount and the basis of the claim and a copy of the contract. No application for a payment from the Guaranty Fund shall be accepted by the Director more than 6 months after the date of the closing of the location of the health spa where the buyer entered into the contract.

(f) The Director shall proceed upon such application and if necessary hold a hearing to decide the merits of an application. The Director shall notify the health spa that a claim has been filed by a buyer and the health spa may request a hearing on the merits of the claim. The Director shall hold a hearing if one is requested by the health spa. The decision of the Director shall be final with respect to the application. The Director may hear applications of all buyers submitting claims against a single health spa in 1 proceeding.

(g) The Director shall issue an order requiring payment from the Guaranty Fund of any sum found to be payable upon such application. The total compensation payable from the Guaranty Fund on the closing of any 1 health spa location shall not exceed $100,000.

(h) If the Director pays any amount as a result of a claim against a health spa pursuant to an order under subsection (g) of this section, the health spa’s registration shall be suspended and it shall not be eligible to register until it has repaid such amount in full, plus interest at a rate to be determined by the Director.

(i) If the Director pays any amount as a result of a claim against a health spa pursuant to an order under subsection (g) of this section, the Director shall determine if the health spa is possessed of real or personal property or other assets, liable to be sold or applied in satisfaction of the claim on such Fund. If the Director discovers any such assets, the Director may request that the Attorney General take any action necessary for the realization thereof for the reimbursement of the Guaranty Fund.

(j) If the money deposited in the Guaranty Fund is insufficient to satisfy any duly authorized claim or portion thereof, the Director shall, when sufficient money has been deposited in the Fund, satisfy such unpaid claims or portions thereof, in the order that such claims or portions thereof were originally filed.

(k) When the Director has caused any sum to be paid from the Guaranty Fund to a buyer who has entered into a health spa contract, the Director shall be subrogated to all of the rights of the buyer up to the amount paid, and the buyer shall assign all of personal right, title and interest in the claim up to such amount to the Director, and any amount and interest recovered by the Director on the claim shall be deposited to the Guaranty Fund, except as provided in subsection (c) of this section.

(l) If on December 31 of any year the balance of money in the Health Spa Guaranty Fund exceeds $250,000, the Director shall waive fee payments to the Fund for the following year for each health spa which has registered and paid fees for 3 or more consecutive years. If at the end of any fiscal year the balance of money in the Health Spa Guaranty Fund exceeds $350,000, the excess shall be withdrawn and deposited into the General Fund.
6 Del. C. § 2705 — Delaware Code / Title 6 / Chapter 27 / Subchapter I / Section 2705
§ Â
        2705. Age of majority; capacity to contract.
Status: in_force

Any person who has attained 18 years of age shall have full capacity to contract; provided such person has not been declared legally incompetent to contract for reasons other than age. Any person who has attained the age of 18 years shall become fully responsible for that person’s own contracts.
6 Del. C. § 2506F — Delaware Code / Title 6 / Chapter 25F / Section 2506F
§ Â
        2506F. Remedies and penalties not exclusive.
Status: in_force

The remedies and penalties under this chapter are not exclusive and are in addition to any other procedures, rights, or remedies which exist with respect to any other provisions of law including subchapter II and subchapter III of Chapter 25 of this title, actions brought by private parties, or state or federal criminal prosecutions.