6 Del. C. § 18-214 — Delaware Code / Title 6 / Chapter 18 / Subchapter II / Section 18-214
§ Â
        18-214. Conversion of certain entities to a limited liability company.
Status: in_force

(a) As used in this section and in § 18-204 of this title, the term “other entity” means a corporation, a statutory trust, a business trust, an association, a real estate investment trust, a common-law trust or any other incorporated or unincorporated business or entity, including a partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)) or a foreign limited liability company.

(b) Any other entity may convert to a domestic limited liability company by complying with subsection (h) of this section and filing in the office of the Secretary of State in accordance with § 18-206 of this title:

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

(2) A certificate of formation that complies with § 18-201 of this title and has been executed by 1 or more authorized persons in accordance with § 18-204 of this title.

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

(c) The certificate of conversion to limited liability company shall state:

(1) The date on which and jurisdiction where the other entity was first created, incorporated, formed or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic limited liability company;

(2) The name and type of entity of the other entity immediately prior to the filing of the certificate of conversion to limited liability company;

(3) The name of the limited liability company as set forth in its certificate of formation filed in accordance with subsection (b) of this section; and

(4) The future effective date or time (which shall be a date or time certain) of the conversion to a limited liability company if it is not to be effective upon the filing of the certificate of conversion to limited liability company and the certificate of formation.

(d) Upon the filing in the office of the Secretary of State of the certificate of conversion to limited liability company and the certificate of formation or upon the future effective date or time of the certificate of conversion to limited liability company and the certificate of formation, the other entity shall be converted into a domestic limited liability company and the limited liability company shall thereafter be subject to all of the provisions of this chapter, except that notwithstanding § 18-201 of this title, the existence of the limited liability company shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, incorporated or otherwise came into being.

(e) The conversion of any other entity into a domestic limited liability company shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a domestic limited liability company or the personal liability of any person incurred prior to such conversion.

(f) 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 other entity that has converted, and all property, real, personal and mixed, and all debts due to such other entity, as well as all other things and causes of action belonging to such other entity, shall remain vested in the domestic limited liability company to which such other entity has converted and shall be the property of such domestic limited liability company, and the title to any real property vested by deed or otherwise in such other entity shall not revert or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such other entity shall be preserved unimpaired, and all debts, liabilities and duties of the other entity that has converted shall remain attached to the domestic limited liability company to which such other entity 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 a domestic limited liability company. The rights, privileges, powers and interests in property of the other entity, as well as the debts, liabilities and duties of the other entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic limited liability company to which such other entity has converted for any purpose of the laws of the State of Delaware.

(g) Unless otherwise agreed, for all purposes of the laws of the State of Delaware, the converting other entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of such other entity. When an other entity has been converted to a limited liability company pursuant to this section, for all purposes of the laws of the State of Delaware, the limited liability company shall be deemed to be the same entity as the converting other entity and the conversion shall constitute a continuation of the existence of the converting other entity in the form of a domestic limited liability company.

(h) Prior to the time a certificate of conversion to limited liability company becomes effective as provided in this chapter, the conversion shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate and a limited liability company agreement shall be approved by the same authorization required to approve the conversion.

(i) In connection with a conversion hereunder, rights or securities of or interests in the other entity which is to be converted to a domestic limited liability company may be exchanged for or converted into cash, property, or rights or securities of or interests in such domestic limited liability company or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another domestic limited liability company or other entity, may remain outstanding or may be canceled.

(j) The provisions of this section shall not be construed to limit the accomplishment of a change in the law governing, or the domicile of, an other entity to the State of Delaware by any other means provided for in a limited liability company agreement or other agreement or as otherwise permitted by law, including by the amendment of a limited liability company agreement or other agreement.
6 Del. C. § 2A-303 — Delaware Code / Title 6 / Article 2A / Part 3 / Section 2A-303
§ Â
        2A-303. Alienability of partyâs interest under lease contract or of lessorâs residual interest in goods; delegation of performance; transfer of rights.
Status: in_force

(1) As used in this section, “creation of a security interest” includes the sale of a lease contract that is subject to Article 9, Secured Transactions, by reason of Section 9-109(a)(3).

(2) Except as provided in subsection (3) and Section 9-407, a provision in a lease agreement which (i) prohibits the voluntary or involuntary transfer, including a transfer by sale, sublease, creation or enforcement of a security interest, or attachment, levy, or other judicial process, of an interest of a party under the lease contract or of the lessor’s residual interest in the goods, or (ii) makes such a transfer an event of default, gives rise to the rights and remedies provided in subsection (4), but a transfer that is prohibited or is an event of default under the lease agreement is otherwise effective.

(3) A provision in a lease agreement which (i) prohibits a transfer of a right to damages for default with respect to the whole lease contract or of a right to payment arising out of the transferor’s due performance of the transferor’s entire obligation, or (ii) makes such a transfer an event of default, is not enforceable, and such a transfer is not a transfer that materially impairs the prospect of obtaining return performance by, materially changes the duty of, or materially increases the burden or risk imposed on, the other party to the lease contract within the purview of subsection (4).

(4) Subject to subsection (3) and Section 9-407:

(a) if a transfer is made which is made an event of default under a lease agreement, the party to the lease contract not making the transfer, unless that party waives the default or otherwise agrees, has the rights and remedies described in Section 2A-501(2);

(b) if paragraph (a) is not applicable and if a transfer is made that (i) is prohibited under a lease agreement or (ii) materially impairs the prospect of obtaining return performance by, materially changes the duty of, or materially increases the burden or risk imposed on, the other party to the lease contract, unless the party not making the transfer agrees at any time to the transfer in the lease contract or otherwise, then, except as limited by contract, (i) the transferor is liable to the party not making the transfer for damages caused by the transfer to the extent that the damages could not reasonably be prevented by the party not making the transfer and (ii) a court having jurisdiction may grant other appropriate relief, including cancellation of the lease contract or an injunction against the transfer.

(5) A transfer of “the lease” or of “all my rights under the lease”, or a transfer in similar general terms, is a transfer of rights and, unless the language or the circumstances, as in a transfer for security, indicate the contrary, the transfer is a delegation of duties by the transferor to the transferee. Acceptance by the transferee constitutes a promise by the transferee to perform those duties. The promise is enforceable by either the transferor or the other party to the lease contract.

(6) Unless otherwise agreed by the lessor and the lessee, a delegation of performance does not relieve the transferor as against the other party of any duty to perform or of any liability for default.

(7) In a consumer lease, to prohibit the transfer of an interest of a party under the lease contract or to make a transfer an event of default, the language must be specific, by a writing, and conspicuous.
6 Del. C. § 1-204 — Delaware Code / Title 6 / Article 1 / Part 2 / Section 1-204
§ Â
        1-204. Value.
Status: in_force

Except as otherwise provided in Articles 3, 4, 5, and 12, a person gives value for rights if the person acquires them:

(1) In return for a binding commitment to extend credit or for the extension of immediately available credit, whether or not drawn upon and whether or not a charge-back is provided for in the event of difficulties in collection;

(2) As security for, or in total or partial satisfaction of, a preexisting claim;

(3) By accepting delivery under a preexisting contract for purchase; or

(4) In return for any consideration sufficient to support a simple contract.
6 Del. C. § 5-103 — Delaware Code / Title 6 / Article 5 / Section 5-103
§ Â
        5-103. Scope.
Status: in_force

(a) This Article applies to letters of credit and to certain rights and obligations arising out of transactions involving letters of credit.

(b) The statement of a rule in this Article does not by itself require, imply, or negate application of the same or a different rule to a situation not provided for, or to a person not specified, in this Article.

(c) With the exception of this subsection, subsections (a) and (d), Sections 5-102(a)(9) and (10), 5-106(d), and 5-114(d), and except to the extent prohibited in Sections 1-302 and 5-117(d), the effect of this Article may be varied by agreement or by a provision stated or incorporated by reference in an undertaking. A term in an agreement or undertaking generally excusing liability or generally limiting remedies for failure to perform obligations is not sufficient to vary obligations prescribed by this Article.

(d) Rights and obligations of an issuer to a beneficiary or a nominated person under a letter of credit are independent of the existence, performance, or nonperformance of a contract or arrangement out of which the letter of credit arises or which underlies it, including contracts or arrangements between the issuer and the applicant and between the applicant and the beneficiary.
6 Del. C. § 2004 — Delaware Code / Title 6 / Chapter 20 / Section 2004
§ Â
        2004. Attorneysâ fees.
Status: in_force

If a claim of misappropriation is made in bad faith, a motion to terminate an injunction is made or resisted in bad faith, or wilful and malicious misappropriation exists, the court may award reasonable attorney’s fees to the prevailing party.
6 Del. C. § 4329 — Delaware Code / Title 6 / Chapter 43 / Subchapter VII / Section 4329
§ Â
        4329. Memorandum on subsequent purchases to be furnished to buyer.
Status: in_force

(a) When a subsequent purchase is made, the seller shall deliver to the buyer, prior to the due date of the first installment, a memorandum which shall set forth the following:

(1) The names of the seller and the buyer, the place of business of the seller, the residence or place of business of the buyer as specified by the buyer and a description of the goods and services sufficient to identify them. Services or multiple items of goods may be described in general terms and may be described in detail in a separate writing.

(2) The cash sale price of the goods, services and accessories which are the subject matter of the new retail installment sale.

(3) The amount of the buyer’s down payment, itemizing the amounts paid in money and in goods and containing a brief description of the goods, if any, traded in.

(4) The difference between paragraphs (a)(2) and (a)(3) of this section.

(5) The amount, if any, included for insurance, specifying the coverages and the cost of each type of coverage.

(6) The amount, if any, of official fees.

(7) The unpaid balance, which is the sum of paragraphs (a)(4), (5) and (6) of this section.

(8) The unpaid time balance of the prior contract or contracts.

(9) The new unpaid balance, which is the sum of paragraphs (a)(7) and (8) of this section.

(10) The amount of the service charge computed in conformity with § 4315 of this title.

(11) The consolidated time balance, which is the sum of paragraphs (a)(9) and (10) of this section, payable by the buyer to the seller, the number of installments required, the amount of each installment expressed in dollars and the due date or period thereof.

(b) The items need not be stated in the sequence or order set forth above; additional items may be included to explain the computations made in determining the amounts to be paid by the buyer.

(c) This memorandum shall contain the statement that the seller is adding the subsequent purchase to the buyer’s existing contract in accordance with the provisions thereof.
6 Del. C. § 17-705 — Delaware Code / Title 6 / Chapter 17 / Subchapter VII / Section 17-705
§ Â
        17-705. Powers of estate of deceased or incompetent partner.
Status: in_force

If a partner who is an individual dies or a court of competent jurisdiction adjudges the partner to be incompetent to manage the partner’s person or property, the partner’s personal representative may exercise all of the partner’s rights for the purpose of settling the partner’s estate or administering the partner’s property, including any power under the partnership agreement of an assignee to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its personal representative.
6 Del. C. § 8-402 — Delaware Code / Title 6 / Article 8 / Part 4 / Section 8-402
§ Â
        8-402. Assurance that endorsement or instruction is effective.
Status: in_force

(a) An issuer may require the following assurance that each necessary endorsement or each instruction is genuine and authorized:

(1) in all cases, a guaranty of the signature of the person making an endorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;

(2) if the endorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;

(3) if the endorsement is made or the instruction is originated by a fiduciary pursuant to Section 8-107(a)(4) or (a)(5), appropriate evidence of appointment or incumbency;

(4) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and

(5) if the endorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case corresponding as nearly as may be to the provisions of this subsection.

(b) An issuer may elect to require reasonable assurance beyond that specified in this section.

(c) In this section:

(1) “Guaranty of the signature” means a guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable.

(2) “Appropriate evidence of appointment or incumbency” means:

(i) in the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within 60 days before the date of presentation for transfer; or

(ii) in any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by an issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considered appropriate.
6 Del. C. § 9-509 — Delaware Code / Title 6 / Article 9 / Part 5 / Section 9-509
§ Â
        9-509. Persons entitled to file a record.
Status: in_force

(a) Person entitled to file record. — A person may file an initial financing statement, amendment that adds collateral covered by a financing statement, or amendment that adds a debtor to a financing statement only if:

(1) the debtor authorizes the filing in a signed record or pursuant to subsection (b) or (c); or

(2) the person holds an agricultural lien that has become effective at the time of filing and the financing statement covers only collateral in which the person holds an agricultural lien.

(b) Security agreement as authorization. — By signing or becoming bound as debtor by a security agreement, a debtor or new debtor authorizes the filing of an initial financing statement, and an amendment, covering:

(1) the collateral described in the security agreement; and

(2) property that becomes collateral under Section 9-315(a)(2), whether or not the security agreement expressly covers proceeds.

(c) Acquisition of collateral as authorization. — By acquiring collateral in which a security interest or agricultural lien continues under Section 9-315(a)(1), a debtor authorizes the filing of an initial financing statement, and an amendment, covering the collateral and property that becomes collateral under Section 9-315(a)(2).

(d) Person entitled to file certain amendments. — A person may file an amendment other than an amendment that adds collateral covered by a financing statement or an amendment that adds a debtor to a financing statement only if:

(1) the secured party of record authorizes the filing; or

(2) the amendment is a termination statement for a financing statement as to which the secured party of record has failed to file or send a termination statement as required by Section 9-513(a) or (c), the debtor authorizes the filing, and the termination statement indicates that the debtor authorized it to be filed.

(e) Multiple secured parties of record. — If there is more than one secured party of record for a financing statement, each secured party of record may authorize the filing of an amendment under subsection (d).

(f) Trusts and trustees. — If either the debtor or the secured party is a trust (including a trust that is a registered organization) or a trustee acting with respect to property held in trust and is otherwise entitled to file a record pursuant to Section 9-509, authorization by an authorized person in the name of either the trust or the trustee shall be effective.
6 Del. C. § 2-326 — Delaware Code / Title 6 / Article 2 / Part 3 / Section 2-326
§ Â
        2-326. Sale on approval and sale or return; rights of creditors.
Status: in_force

(1) Unless otherwise agreed, if delivered goods may be returned by the buyer even though they conform to the contract, the transaction is

(a) a “sale on approval” if the goods are delivered primarily for use, and

(b) a “sale or return” if the goods are delivered primarily for resale.

(2) Goods held on approval are not subject to the claims of the buyer’s creditors until acceptance; goods held on sale or return are subject to such claims while in the buyer’s possession.

(3) Any “or return” term of a contract for sale is to be treated as a separate contract for sale within the statute of frauds section of this Article (Section 2-201) and as contradicting the sale aspect of the contract within the provisions of this Article on parol or extrinsic evidence (Section 2-202).
6 Del. C. § 4-403 — Delaware Code / Title 6 / Article 4 / Part 4 / Section 4-403
§ Â
        4-403. Customerâs right to stop payment; burden of proof of loss.
Status: in_force

(a) A customer or any person authorized to draw on the account if there is more than one person may stop payment of any item drawn on the customer’s account or close the account by an order to the bank describing the item or account with reasonable certainty received at a time and in a manner that affords the bank a reasonable opportunity to act on it before any action by the bank with respect to the item described in Section 4-303. If the signature of more than one person is required to draw on an account, any of these persons may stop payment or close the account.

(b) A stop-payment order is effective for six months, but it lapses after 14 calendar days if the original order was oral and was not confirmed in writing within that period. A stop-payment order may be renewed for additional six-month periods by a writing given to the bank within a period during which the stop-payment order is effective.

(c) The burden of establishing the fact and amount of loss resulting from the payment of an item contrary to a stop-payment order or order to close an account is on the customer. The loss from payment of an item contrary to a stop-payment order may include damages for dishonor of subsequent items under Section 4-402.
6 Del. C. § 2-512 — Delaware Code / Title 6 / Article 2 / Part 5 / Section 2-512
§ Â
        2-512. Payment by buyer before inspection.
Status: in_force

(1) Where the contract requires payment before inspection non-conformity of the goods does not excuse the buyer from so making payment unless

(a) the non-conformity appears without inspection; or

(b) despite tender of the required documents the circumstances would justify injunction against honor under this subtitle (Section 5-109(b)).

(2) Payment pursuant to subsection (1) does not constitute an acceptance of goods or impair the buyer’s right to inspect or any of his or her remedies.
6 Del. C. § 1-305 — Delaware Code / Title 6 / Article 1 / Part 3 / Section 1-305
§ Â
        1-305. Remedies to be liberally administered.
Status: in_force

(a) The remedies provided by the Uniform Commercial Code must be liberally administered to the end that the aggrieved party may be put in as good a position as if the other party had fully performed but neither consequential or special damages nor penal damages may be had except as specifically provided in the Uniform Commercial Code or by other rule of law.

(b) Any right or obligation declared by the Uniform Commercial Code is enforceable by action unless the provision declaring it specifies a different and limited effect.
6 Del. C. § 9-808 — Delaware Code / Title 6 / Article 9 / Part 8 / Section 9-808
§ Â
        9-808. Person entitled to file initial financing statement or continuation statement.
Status: in_force

A person may file an initial financing statement or a continuation statement under this part if:

(1) the secured party of record authorizes the filing; and

(2) the filing is necessary under this part:

(A) to continue the effectiveness of a financing statement filed before this Act takes effect; or

(B) to perfect or continue the perfection of a security interest.
6 Del. C. § 1-201 — Delaware Code / Title 6 / Article 1 / Part 2 / Section 1-201
§ Â
        1-201. General definitions.
Status: repealed

(a) Unless the context otherwise requires, words or phrases defined in this section, or in the additional definitions contained in other articles of the Uniform Commercial Code that apply to particular articles or parts thereof, have the meanings stated.

(b) Subject to definitions contained in other articles of the Uniform Commercial Code that apply to particular articles or parts thereof:

(1) “Action”, in the sense of a judicial proceeding, includes recoupment, counterclaim, set-off, suit in equity, and any other proceeding in which rights are determined.

(2) “Aggrieved party” means a party entitled to pursue a remedy.

(3) “Agreement”, as distinguished from “contract”, means the bargain of the parties in fact, as found in their language or inferred from other circumstances, including course of performance, course of dealing, or usage of trade as provided in Section 1-303.

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

(5) “Bearer” means a person in control of a negotiable electronic document of title or a person in possession of a negotiable instrument, negotiable tangible document of title, or certificated security that is payable to bearer or indorsed in blank.

(6) “Bill of lading” means a document of title evidencing the receipt of goods for shipment issued by a person engaged in the business of directly or indirectly transporting or forwarding goods. The term does not include a warehouse receipt.

(7) “Branch” includes a separately incorporated foreign branch of a bank.

(8) “Burden of establishing” a fact means the burden of persuading the trier of fact that the existence of the fact is more probable than its nonexistence.

(9) “Buyer in ordinary course of business” means a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods, and in the ordinary course from a person, other than a pawnbroker, in the business of selling goods of that kind. A person buys goods in the ordinary course if the sale to the person comports with the usual or customary practices in the kind of business in which the seller is engaged or with the seller’s own usual or customary practices. A person that sells oil, gas, or other minerals at the wellhead or minehead is a person in the business of selling goods of that kind. A buyer in ordinary course of business may buy for cash, by exchange of other property, or on secured or unsecured credit, and may acquire goods or documents of title under a preexisting contract for sale. Only a buyer that takes possession of the goods or has a right to recover the goods from the seller under Article 2 may be a buyer in ordinary course of business. “Buyer in ordinary course of business” does not include a person that acquires goods in a transfer in bulk or as security for or in total or partial satisfaction of a money debt.

(10) “Conspicuous”, with reference to a term, means so written, displayed, or presented that, based on the totality of the circumstances, a reasonable person against which it is to operate ought to have noticed it. Whether a term is “conspicuous” or not is a decision for the court.

(A), (B) [Repealed.]

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

(12) “Contract”, as distinguished from “agreement”, means the total legal obligation that results from the parties’ agreement as determined by the Uniform Commercial Code as supplemented by any other applicable laws.

(13) “Creditor” includes a general creditor, a secured creditor, a lien creditor, and any representative of creditors, including an assignee for the benefit of creditors, a trustee in bankruptcy, a receiver in equity, and an executor or administrator of an insolvent debtor’s or assignor’s estate.

(14) “Defendant” includes a person in the position of defendant in a counterclaim, cross-claim, or third-party claim.

(15) “Delivery”, with respect to an electronic document of title, means voluntary transfer of control and, with respect to an instrument, a tangible document of title, or an authoritative tangible copy of a record evidencing chattel paper, means voluntary transfer of possession.

(16) “Document of title” means a record (i) that in the regular course of business or financing is treated as adequately evidencing that the person in possession or control of the record is entitled to receive, control, hold, and dispose of the record and the goods the record covers and (ii) that purports to be issued by or addressed to a bailee and to cover goods in the bailee’s possession which are either identified or are fungible portions of an identified mass. The term includes a bill of lading, transport document, dock warrant, dock receipt, warehouse receipt, and order for delivery of goods. An electronic document of title means a document of title evidenced by a record consisting of information stored in an electronic medium. A tangible document of title means a document of title evidenced by a record consisting of information that is inscribed on a tangible medium.

(16A) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

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

(18) “Fungible goods” means:

(A) Goods of which any unit, by nature or usage of trade, is the equivalent of any other like unit; or

(B) Goods that by agreement are treated as equivalent.

(19) “Genuine” means free of forgery or counterfeiting.

(20) “Good faith”, except as otherwise provided in Article 5, means honesty in fact and the observance of reasonable commercial standards of fair dealing.

(21) “Holder” means:

(A) The person in possession of a negotiable instrument that is payable either to bearer or to an identified person that is the person in possession;

(B) The person in possession of a negotiable tangible document of title if the goods are deliverable either to bearer or to the order of the person in possession; or

(C) The person in control, other than pursuant to Section 7-106(g), of a negotiable electronic document of title.

(22) “Insolvency proceeding” includes an assignment for the benefit of creditors or other proceeding intended to liquidate or rehabilitate the estate of the person involved.

(23) “Insolvent” means:

(A) Having generally ceased to pay debts in the ordinary course of business other than as a result of bona fide dispute;

(B) Being unable to pay debts as they become due; or

(C) Being insolvent within the meaning of federal bankruptcy law.

(24) “Money” means a medium of exchange that is currently authorized or adopted by a domestic or foreign government. The term includes a monetary unit of account established by an intergovernmental organization, or pursuant to an agreement between 2 or more countries. The term does not include an electronic record that is a medium of exchange recorded and transferable in a system that existed and operated for the medium of exchange before the medium of exchange was authorized or adopted by the government.

(25) “Organization” means a person other than an individual.

(26) “Party”, as distinguished from “third party”, means a person that has engaged in a transaction or made an agreement subject to the Uniform Commercial Code.

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

(28) “Present value” means the amount as of a date certain of one or more sums payable in the future, discounted to the date certain by use of either an interest rate specified by the parties if that rate is not manifestly unreasonable at the time the transaction is entered into or, if an interest rate is not so specified, a commercially reasonable rate that takes into account the facts and circumstances at the time the transaction is entered into.

(29) “Purchase” means taking by sale, lease, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an interest in property.

(30) “Purchaser” means a person that takes by purchase.

(31) “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.

(32) “Remedy” means any remedial right to which an aggrieved party is entitled with or without resort to a tribunal.

(33) “Representative” means a person empowered to act for another, including an agent, an officer of a corporation or association, and a trustee, executor, or administrator of an estate.

(34) “Right” includes remedy.

(35) “Security interest” means an interest in personal property or fixtures which secures payment or performance of an obligation. “Security interest” includes any interest of a consignor and a buyer of accounts, chattel paper, a payment intangible, or a promissory note in a transaction that is subject to Article 9. “Security interest” does not include the special property interest of a buyer of goods on identification of those goods to a contract for sale under § 2-401, but a buyer may also acquire a “security interest” by complying with Article 9. Except as otherwise provided in § 2-505, the right of a seller or lessor of goods under Article 2 or 2A to retain or acquire possession of the goods is not a “security interest”, but a seller or lessor may also acquire a “security interest” by complying with Article 9. The retention or reservation of title by a seller of goods notwithstanding shipment or delivery to the buyer under § 2-401 is limited in effect to a reservation of a “security interest.” Whether a transaction in the form of a lease creates a “security interest” is determined pursuant to § 1-203.

(36) “Send”, in connection with a record or notification, means:

(A) To deposit in the mail, deliver for transmission, or transmit by any other usual means of communication, with postage or cost of transmission provided for, addressed to any address reasonable under the circumstances; or

(B) To cause the record or notification to be received within the time it would have been received if properly sent under subparagraph (A).

(37) “Sign” means, with present intent to authenticate or adopt a record:

(A) Execute or adopt a tangible symbol; or

(B) Attach to or logically associate with the record an electronic symbol, sound, or process.

“Signed”, “signing”, and “signature” have corresponding meanings.

(38) “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.

(39) “Surety” includes a guarantor or other secondary obligor.

(40) “Term” means a portion of an agreement that relates to a particular matter.

(41) “Unauthorized signature” means a signature made without actual, implied, or apparent authority. The term includes a forgery.

(42) “Warehouse receipt” means a document of title issued by a person engaged in the business of storing goods for hire.

(43) “Writing” includes printing, typewriting, or any other intentional reduction to tangible form. “Written” has a corresponding meaning.
6 Del. C. § 5006D — Delaware Code / Title 6 / Chapter 50D / Section 5006D
§ Â
        5006D. Acquiring title â Undocumented property, notice.
Status: in_force

A museum may acquire title to undocumented property held by the museum for at least 3 years as follows:

(1) The museum must give notice that the museum is asserting title to the undocumented property.

(2) The notice that the museum is asserting title to the property must include a statement containing substantially the following information:

“The records of (name of museum) fail to indicate the owner of record of certain property in its possession. The museum hereby asserts title to the following property: (general description of property). If you claim ownership or other legal interest in this property, you must contact the museum, establish ownership of the property, and make arrangements to collect the property If you fail to do so within 60 days, you will be considered to have waived any claim you may have had to the property.”

(3) If a lender does not respond to the notice within 60 days by giving a written notice of intent to retain an interest in the property on loan, the museum’s title to the property becomes absolute.
6 Del. C. § 9-103 — Delaware Code / Title 6 / Article 9 / Part 1 / Section 9-103
§ Â
        9-103. Purchase-money security interest; application of payments; burden of establishing.
Status: in_force

(a) Definitions. — In this section:

(1) “purchase-money collateral” means goods or software that secures a purchase-money obligation incurred with respect to that collateral; and

(2) “purchase-money obligation” means an obligation of an obligor incurred as all or part of the price of the collateral or for value given to enable the debtor to acquire rights in or the use of the collateral if the value is in fact so used.

(b) Purchase-money security interest in goods. — A security interest in goods is a purchase-money security interest:

(1) to the extent that the goods are purchase-money collateral with respect to that security interest;

(2) if the security interest is in inventory that is or was purchase-money collateral, also to the extent that the security interest secures a purchase-money obligation incurred with respect to other inventory in which the secured party holds or held a purchase-money security interest; and

(3) also to the extent that the security interest secures a purchase-money obligation incurred with respect to software in which the secured party holds or held a purchase-money security interest.

(c) Purchase-money security interest in software. — A security interest in software is a purchase-money security interest to the extent that the security interest also secures a purchase-money obligation incurred with respect to goods in which the secured party holds or held a purchase-money security interest if:

(1) the debtor acquired its interest in the software in an integrated transaction in which it acquired an interest in the goods; and

(2) the debtor acquired its interest in the software for the principal purpose of using the software in the goods.

(d) Consignor’s inventory purchase-money security interest. — The security interest of a consignor in goods that are the subject of a consignment is a purchase-money security interest in inventory.

(e) Application of payment in non-consumer-goods transaction. — In a transaction other than a consumer-goods transaction, if the extent to which a security interest is a purchase-money security interest depends on the application of a payment to a particular obligation, the payment must be applied:

(1) in accordance with any reasonable method of application to which the parties agree;

(2) in the absence of the parties’ agreement to a reasonable method, in accordance with any intention of the obligor manifested at or before the time of payment; or

(3) in the absence of an agreement to a reasonable method and a timely manifestation of the obligor’s intention, in the following order:

(A) to obligations that are not secured; and

(B) if more than one obligation is secured, to obligations secured by purchase-money security interests in the order in which those obligations were incurred.

(f) No loss of status of purchase-money security interest in non-consumer-goods transaction. — In a transaction other than a consumer-goods transaction, a purchase-money security interest does not lose its status as such, even if:

(1) the purchase-money collateral also secures an obligation that is not a purchase-money obligation;

(2) collateral that is not purchase-money collateral also secures the purchase-money obligation; or

(3) the purchase-money obligation has been renewed, refinanced, consolidated, or restructured.

(g) Burden of proof in non-consumer-goods transaction. — In a transaction other than a consumer-goods transaction, a secured party claiming a purchase-money security interest has the burden of establishing the extent to which the security interest is a purchase-money security interest.

(h) Non-consumer-goods transactions; no inference. — The limitation of the rules in subsections (e), (f), and (g) to transactions other than consumer-goods transactions is intended to leave to the court the determination of the proper rules in consumer-goods transactions. The court may not infer from that limitation the nature of the proper rule in consumer-goods transactions and may continue to apply established approaches.
6 Del. C. § 5001E — Delaware Code / Title 6 / Chapter 50E / Section 5001E
§ Â
        5001E. Definitions.
Status: in_force

As used in this chapter only, the following terms shall have the following meanings:

(1) “Acknowledged” shall mean, with respect to any document or instrument required to be executed by an authorized person pursuant to this chapter, the authorized person executing such document or instrument has certified, under penalty of perjury, that the information set forth in such document or instrument is accurate and complete to the best of such authorized person’s actual knowledge after due inquiry.

(2) “Assessment measures” shall mean, with respect to any entity, the policies, procedures or practices adopted by such entity to adduce objective factual information to assess the entity’s performance in meeting its standards, including any procedures for internal or external verification of such information.

(3) “Authorized person” means, with respect to any entity, any person or entity who has been duly authorized in accordance with the organizational documents of the entity and the laws of this State (whether statutory, common law or otherwise) under which the entity is incorporated, formed or organized to execute such documents and instruments and make such acknowledgments as are required by this chapter.

(4) “Certification of adoption of transparency and sustainability standards” shall mean a certificate, issued by the Secretary of State, attesting that a reporting entity has filed with the Secretary of State a standards statement pursuant to this chapter. Such certificate shall state on its face that the State has not reviewed the contents or implementation of the matters referenced in the standards statement, nor verified any reports made by the reporting entity.

(5) “Control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of equity or other voting securities, by contract or otherwise.

(6) “Entity” means any: (A) corporation (stock or nonstock), partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), limited liability company, or statutory trust validly existing under the applicable laws of this State, or (B) any association of the kind commonly known as a joint-stock association or joint-stock company, and any unincorporated association, trust or other enterprise having members or having outstanding shares of stock or other evidences of financial or beneficial interest therein, the internal affairs of which are governed by the laws of this State and which has not otherwise been dissolved (whether voluntarily or by any order or decree of any court of competent jurisdiction) or otherwise terminated.

(7) “Governing body” shall mean the board of directors or equivalent governing body, person or entity having the power to manage and direct the business and affairs of the entity, and shall include any duly authorized and empowered committee of the board of directors or equivalent governing body.

(8) “Nonreporting entity” shall mean any person or entity (including any entity) that is not a reporting entity.

(9) “Organizational documents” shall mean the certificate of incorporation, bylaws, partnership agreement, limited liability company agreement, articles of association or other agreement, document or instrument containing the provisions by which an entity is formed or organized and by which its internal affairs are governed, in each case as amended, modified, supplemented and/or restated and in effect as of any date of determination.

(10) “Provider” shall mean, as to any entity, any third party that is engaged to provide professional consulting services or advice to assist entities or enterprises in measuring, managing or reporting the impact of their business and operations on issues of social and environmental impact.

(11) “Report” shall mean a report with respect to a reporting period for a reporting entity containing the following:

a. A summary of the standards and assessment measures in effect during the applicable reporting period, which summary shall include the third-party criteria and any other source used to develop the entity’s standards and assessment measures and the process by which they were identified, developed and approved by the entity;

b. A summary of the actions or activities by which the entity has sought to meet the standards during the applicable reporting period, including engagement with and disclosure to stakeholders, if any;

c. The most recent available objective and factual information developed pursuant to the assessment measures, if any, with respect to the entity’s performance in meeting its standards during the reporting period, and an assessment by the governing body whether the entity has been successful in meeting the standards. And in the case of any failure to meet such standards, a summary of any additional efforts the governing body has determined the entity will undertake to improve its performance in respect thereof, or its determination not to undertake such additional efforts;

d. 1. The identity of any provider assisting the entity in measuring, managing or reporting the impact of the entity’s business and operations in light of its standards; or

2. A statement that the entity has not engaged the services of any provider for such purposes;

e. A summary of any changes to the standards, assessment measures or reporting period, the process by which such changes were identified, developed and approved by the entity, and the third-party criteria used to develop any changes to the standards;

f. A summary of the actions or activities planned for the next succeeding reporting period with respect to measuring, managing and reporting with respect to the standards if such actions and activities are materially different from those described for the applicable reporting period; and

Notwithstanding the foregoing, no entity shall be required to include in any report any information that such entity determines in good faith is subject to an attorney-client or other applicable privilege or would result in the disclosure of trade secrets or other competitively sensitive information.

(12) “Reporting entity” shall mean an entity that has been issued a certificate of adoption of transparency and sustainability standards and that has not become and continues to be a nonreporting entity pursuant to § 5004E of this title.

(13) “Reporting period” shall mean a period of 1 year, the initial such period to begin not more than 1 year following the filing of the standards statement, and subsequent reporting periods to begin on the day following the last date of the prior reporting period, unless a governing body elects to shorten the duration of a reporting period that has not begun in order to change the start date for subsequent reporting periods.

(14) “Standards” shall mean, with respect to an entity, the principles, guidelines or standards adopted by the entity to assess and report the impacts of its activities on society and the environment, which principles, guidelines or standards shall be based on or derived from third-party criteria.

(15) “Standards statement” shall mean the filing described in § 5003E of this title.

(16) “Third party” means, with respect to any entity, any person or entity other than any person or entity that controls, is controlled by or under common control with such entity, including any governmental or nongovernmental organization that provides services, standards, or criteria with respect to measuring, managing or reporting the social and environmental impact of businesses or other enterprises.

(17) “Third-party criteria” shall mean any principles, guidelines or standards developed and maintained by a third party (including a provider) that are used to assist businesses or other enterprises in measuring, managing or reporting the social and environmental impact of businesses or other entities.
6 Del. C. § 2511D — Delaware Code / Title 6 / Chapter 25D / Section 2511D
§ Â
        2511D. Certificates; reliance on certificates; persons reported missing.
Status: in_force

(a) Prima facie evidence. — In any proceeding under this chapter (§§ 2501D-2513D of this title), a certificate obtained pursuant to 50 U.S.C. Appx. § 582 is prima facie evidence as to any of the following facts stated in the certificate:

(1) That a person named is, is not, has been, or has not been in military service.

(2) The time and the place the person entered military service.

(3) The person’s residence at the time the person entered military service.

(4) The rank, branch, and unit of military service of the person upon entry.

(5) The inclusive dates of the person’s military service.

(6) The monthly pay received by the person at the date of the certificate’s issuance.

(7) The time and place of the person’s termination of or release from military service, or the person’s death during military service.

(b) DMDC certificate. — For purposes of this section, “certificate” includes the certificate provided by the Defense Manpower Data Center website in response to a single record request or a multiple record request.

(c) Reliance on certificate. — If a creditor:

(1) Receives a certificate that indicates a servicemember is or was not in military service or is otherwise ineligible for a benefit or protection under this act (§§ 2501D-2513D of this title);

(2) Denies a request for or otherwise does not provide any benefit or protection to a servicemember under this chapter (§§ 2501D-2513D of this title); and

(3) Did not receive from the servicemember or servicemember’s representative written notice of the servicemember’s military service at the time the creditor denied or otherwise did not provide the benefit or protection;

the creditor shall be required only to provide the benefit or protection retroactively or to provide the financial equivalent of the benefit or protection to the servicemember. The creditor shall not be liable for any further penalties, costs or damages, including any damages under this chapter.

(d) Treatment of servicemembers in missing status. — A servicemember who has been reported missing is presumed to continue in service until accounted for. A requirement under this act (§§ 2501D-2513D of this title) that begins or ends with the death of a servicemember does not begin or end until the servicemember’s death is reported to, or determined by, appropriate authorities concerned or by a court of competent jurisdiction.
6 Del. C. § 2304 — Delaware Code / Title 6 / Chapter 23 / Section 2304
§ Â
        2304. Usury defined; borrowerâs rights and remedies where interest exceeds the lawful rate.
Status: reserved

(a) Usury is the charge to a borrower by a lender, directly or indirectly, of a higher rate of interest than that permitted by law.

(b) When a rate of interest for the loan or use of money exceeding that established by law has been reserved or contracted for, the borrower or debtor shall not be required to pay the creditor the excess over the lawful rate and the borrower or debtor may, at the borrower’s or debtor’s option, retain and deduct the excess from the amount of any debt. In all cases where any borrower or debtor has paid the whole debt or sum loaned, together with interest exceeding the lawful rate, the borrower or debtor, or a personal representative, may recover in an action against the person who has taken or received the debt and interest, or the personal representative, the sum of 3 times the amount of interest collected on any loan in excess of that permitted by law or the sum of $500, whichever is greater, if such action is brought within 1 year after the time of such payment.
6 Del. C. § 4007 — Delaware Code / Title 6 / Chapter 40 / Section 4007
§ Â
        4007. Limitations.
Status: in_force

(a) Notwithstanding any other provisions of this chapter, no refund, replacement or reimbursement of veterinary fees shall be made under any of the following conditions:

(1) The illness or death resulted from maltreatment or neglect or from an injury sustained or an illness contracted subsequent to the delivery of the animal to the purchaser.

(2) The purchaser fails to carry out the recommended treatment prescribed by the examining veterinarian who made the initial diagnosis. However, this paragraph shall not apply if the cost for such treatment, together with the veterinarian’s fee for diagnosis, would exceed the purchase price of the animal.

(3) The illness, disease or condition was disclosed at the time of sale pursuant to § 4003 of this title.

(4) The purchaser fails to return to the seller all documents previously provided to the purchaser for the purpose of registering the animal.

(b) If a refund for reasonable veterinary expenses is being requested, the veterinary statement shall be accompanied by an itemized bill of fees appropriate for the diagnosis and treatment of the illness or congenital or hereditary condition which is the subject of the remedy requested pursuant to this chapter.
6 Del. C. § 2A-214 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-214
§ Â
        2A-214. Exclusion or modification of warranties.
Status: in_force

(1) Words or conduct relevant to the creation of an express warranty and words or conduct tending to negate or limit a warranty must be construed wherever reasonable as consistent with each other; but, subject to the provisions of Section 2A-202 on parol or extrinsic evidence, negation or limitation is inoperative to the extent that the construction is unreasonable.

(2) Subject to subsection (3), to exclude or modify the implied warranty of merchantability or any part of it the language must mention “merchantability”, be by a writing, and be conspicuous. Subject to subsection (3), to exclude or modify any implied warranty of fitness the exclusion must be by a writing and be conspicuous. Language to exclude all implied warranties of fitness is sufficient if it is in writing, is conspicuous and states, for example, “There is no warranty that the goods will be fit for a particular purpose”.

(3) Notwithstanding subsection (2), but subject to subsection (4),

(a) unless the circumstances indicate otherwise, all implied warranties are excluded by expressions like “as is,” or “with all faults,” or by other language that in common understanding calls the lessee’s attention to the exclusion of warranties and makes plain that there is no implied warranty, if in writing and conspicuous;

(b) if the lessee before entering into the lease contract has examined the goods or the sample or model as fully as desired or has refused to examine the goods, there is no implied warranty with regard to defects that an examination ought in the circumstances to have revealed; and

(c) an implied warranty may also be excluded or modified by course of dealing, course of performance, or usage of trade.

(4) To exclude or modify a warranty against interference or against infringement (Section 2A-211) or any part of it, the language must be specific, be by a writing, and be conspicuous, unless the circumstances, including course of performance, course of dealing, or usage of trade, give the lessee reason to know that the goods are being leased subject to a claim or interest of any person.
6 Del. C. § 17-905 — Delaware Code / Title 6 / Chapter 17 / Subchapter IX / Section 17-905
§ Â
        17-905. Amendments to application.
Status: in_force

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application false in any respect, the foreign limited partnership shall promptly file in the Office of the Secretary of State a certificate, executed by any person authorized to execute the certificate on behalf of the foreign limited partnership, correcting such statement, together with a fee as set forth in § 17-1107(a)(6) of this title.
6 Del. C. § 1308 — Delaware Code / Title 6 / Chapter 13 / Section 1308
§ Â
        1308. Defenses, liability and protection of transferee.
Status: in_force

(a) A transfer or obligation is not voidable under § 1304(a)(1) of this title against a person who took in good faith and for a reasonably equivalent value or against any subsequent transferee or obligee.

(b) Except as otherwise provided in this section, to the extent a transfer is voidable in an action by a creditor under § 1307(a)(1) of this title, the creditor may recover judgment for the value of the asset transferred, as adjusted under subsection (c) of this section, or the amount necessary to satisfy the creditor’s claim, whichever is less. The judgment may be entered against:

(1) The first transferee of the asset or the person for whose benefit the transfer was made; or

(2) Any subsequent transferee other than a good-faith transferee or obligee who took for value or from any subsequent transferee or obligee.

(c) If the judgment under subsection (b) of this section is based upon the value of the asset transferred, the judgment must be for an amount equal to the value of the asset at the time of the transfer, subject to adjustment as the equities may require.

(d) Notwithstanding voidability of a transfer or an obligation under this chapter, a good-faith transferee or obligee is entitled, to the extent of the value given the debtor for the transfer or obligation, to:

(1) A lien on or a right to retain any interest in the asset transferred;

(2) Enforcement of any obligation incurred; or

(3) A reduction in the amount of the liability on the judgment.

(e) A transfer is not voidable under § 1304(a)(2) or § 1305 of this title if the transfer results from:

(1) Termination of a lease upon default by the debtor when the termination is pursuant to the lease and applicable law; or

(2) Enforcement of a security interest in compliance with Article 9 of the Uniform Commercial Code.

(f) A transfer is not voidable under § 1305(b) of this title:

(1) To the extent the insider gave new value to or for the benefit of the debtor after the transfer was made unless the new value was secured by a valid lien;

(2) If made in the ordinary course of business or financial affairs of the debtor and the insider; or

(3) If made pursuant to a good-faith effort to rehabilitate the debtor and the transfer secured present value given for that purpose as well as an antecedent debt of the debtor.
6 Del. C. § 2307 — Delaware Code / Title 6 / Chapter 23 / Section 2307
§ Â
        2307. International banking transactions.
Status: reserved

This chapter and any other law of this State limiting the rate or amount of interest, discount, points, finance charges, service charges or other charges which may be charged, taken, collected, received or reserved shall not apply to any international banking facility extension of credit, as such terms are contained in § 101 of Title 5.
6 Del. C. § 9-323 — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-323
§ Â
        9-323. Future advances.
Status: in_force

(a) When priority based on time of advance. — Except as otherwise provided in subsection (c), for purposes of determining the priority of a perfected security interest under Section 9-322(a)(1), perfection of the security interest dates from the time an advance is made to the extent that the security interest secures an advance that:

(1) is made while the security interest is perfected only:

(A) under Section 9-309 when it attaches; or

(B) temporarily under Section 9-312(e), (f), or (g); and

(2) is not made pursuant to a commitment entered into before or while the security interest is perfected by a method other than under Section 9-309 or 9-312(e), (f), or (g).

(b) Lien creditor. — Except as otherwise provided in subsection (c), a security interest is subordinate to the rights of a person that becomes a lien creditor to the extent that the security interest secures an advance made more than 45 days after the person becomes a lien creditor unless the advance is made:

(1) without knowledge of the lien; or

(2) pursuant to a commitment entered into without knowledge of the lien.

(c) Buyer of receivables. — Subsections (a) and (b) do not apply to a security interest held by a secured party that is a buyer of accounts, chattel paper, payment intangibles, or promissory notes or a consignor.

(d) Buyer of goods. — Except as otherwise provided in subsection (e), a buyer of goods takes free of a security interest to the extent that it secures advances made after the earlier of:

(1) the time the secured party acquires knowledge of the buyer’s purchase; or

(2) 45 days after the purchase.

(e) Advances made pursuant to commitment: priority of buyer of goods. — Subsection (d) does not apply if the advance is made pursuant to a commitment entered into without knowledge of the buyer’s purchase and before the expiration of the 45-day period.

(f) Lessee of goods. — Except as otherwise provided in subsection (g), a lessee of goods takes the leasehold interest free of a security interest to the extent that it secures advances made after the earlier of:

(1) the time the secured party acquires knowledge of the lease; or

(2) 45 days after the lease contract becomes enforceable.

(g) Advances made pursuant to commitment: priority of lessee of goods. — Subsection (f) does not apply if the advance is made pursuant to a commitment entered into without knowledge of the lease and before the expiration of the 45-day period.
6 Del. C. § 2504G — Delaware Code / Title 6 / Chapter 25G / Section 2504G
§ Â
        2504G. Exemptions.
Status: in_force

(a) Sections 2502G and 2503G of this title do not apply to any of the following:

(1) Used upholstered furniture.

(2) Used mattresses.

(3) Upholstered and reupholstered furniture purchased for public use in public facilities.

(4) Thread or fiber when used for stitching mattress components together.

(5) Used children’s products or children’s products that are used in products or components as follows:

a. Are not primarily intended for use in the home, such as for motor vehicles, watercraft, aircraft, or other vehicles.

b. Are subject to 49 C.F.R. Part 571 regarding parts and products used in vehicles and aircraft.

(6) Components of an adult mattress other than foam.

(7) Electronic components of a children’s product, mattress, or upholstered furniture, or any associated enclosure or casing for the electronic components.

(8) A product transferred to a vehicle at a warehouse or distribution center for delivery in another state to any of the following:

a. A location under the same ownership as the warehouse or distribution center.

b. A person acquiring the product for resale in another state.

(b) This chapter does not apply to mattresses or upholstered furniture that can be sold or distributed in commerce in California.
6 Del. C. § 2504 — Delaware Code / Title 6 / Chapter 25 / Subchapter I / Section 2504
§ Â
        2504. Price discrimination; penalty.
Status: in_force

Whoever, doing business in this State and engaged in the production, manufacture or distribution of any commodity in general use, intentionally, for the purpose of destroying the competition of any regular, established dealer in such commodity or to prevent competition of any person who in good faith intends or attempts to become such dealer, discriminates between different sections, communities, or cities of this State, by selling the commodity at a lower rate in 1 section, community, or city, or any portion thereof, than in another, after making due allowance for any difference in the grade or quality and in the cost of transportation from the point of production, if a raw product, or from the point of manufacture, if a manufactured product, shall be fined not less than $200, nor more than $5,000 or imprisoned not more than 1 year, or both.
6 Del. C. § 4901B — Delaware Code / Title 6 / Chapter 49B / Section 4901B
§ Â
        4901B. Definitions [For application of this section, see 84 Del. Laws, c. 363, Ââ3].
Status: in_force

For the purposes of this chapter:

(1) “Loss of use” means the deprivation of the use of a person’s vehicle during the period reasonably required to make repairs or replace the vehicle.

(2) “Rental agreement” means as defined in § 2002 of Title 18.

(3) “Rental company” means as defined in § 2002 of Title 18.

(4) “Rental vehicle” means as defined in § 2002 of Title 18.
6 Del. C. § 3405 — Delaware Code / Title 6 / Chapter 34 / Section 3405
§ Â
        3405. Private rights of action.
Status: in_force

This chapter does not afford any person or any energy service company a private right of action for damages or rescission of the agreement of sale for the residence, and no such right of action shall be implied from any of its provisions, except that an energy service company may bring an action in any court of competent jurisdiction to recover removal costs from a homeowner pursuant to § 3403(d) and (b) of this title. The Court of Chancery may enforce this chapter by appropriate orders.
6 Del. C. § 15-202 — Delaware Code / Title 6 / Chapter 15 / Subchapter II / Section 15-202
§ Â
        15-202. Formation of partnership; powers.
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, the association of 2 or more persons (i) to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership, and (ii) to carry on any purpose or activity not for profit, forms a partnership when the persons intend to form a partnership. A limited liability partnership is for all purposes a partnership.

(b) Subject to § 15-1206 of this title, an association formed under a statute other than (i) this chapter, (ii) a predecessor statute or (iii) a comparable statute of another jurisdiction, is not a partnership under this chapter.

(c) In determining whether a partnership is formed under § 15-202(a)(i) of this title, the following rules apply:

(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.

(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:

(i) Of a debt by installments or otherwise;

(ii) For services as an independent contractor or of wages or other compensation to an employee;

(iii) Of rent;

(iv) Of an annuity or other retirement or health benefit to a beneficiary, representative or designee of a deceased or retired partner;

(v) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds or increase in value derived from the collateral; or

(vi) For the sale of the goodwill of a business or other property by installments or otherwise.

(d) A partnership shall possess and may exercise all the powers and privileges granted by this chapter or by any other law or by its partnership agreement, together with any powers incidental thereto, including such powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the partnership.

(e) Notwithstanding any provision of this chapter to the contrary, without limiting the general powers enumerated in subsection (d) of this section, a partnership shall, subject to such standards and restrictions, if any, as are set forth in its partnership agreement, have the power and authority to make contracts of guaranty and suretyship and enter into interest rate, basis, currency, hedge or other swap agreements or cap, floor, put, call, option, exchange or collar agreements, derivative agreements, or other agreements similar to any of the foregoing.

(f) A partnership has the power and authority to grant, hold or exercise a power of attorney, including an irrevocable power of attorney.

(g) Any act or transaction that may be taken by or in respect of a partnership under this chapter or a partnership agreement, including, in either case, any act or transaction by any partner or other person, whether the partner or other person is acting in the partner’s or other person’s individual capacity or on behalf of the partnership, but that is void or voidable when taken, may be ratified (or the failure to comply with any requirements of the partnership agreement making such act or transaction void or voidable may be waived) by the partners or other persons whose approval would be required under the partnership agreement (i) for such act or transaction to be validly taken, or (ii) to amend the partnership agreement in a manner that would permit such act or transaction to be validly taken, in each case at the time of such ratification or waiver. Any such ratification or waiver may be express or implied, including by the statements, action, inaction, or acquiescence of or by such partners or other persons. If the void or voidable act or transaction was the issuance or assignment of any partnership interests, the partnership interests purportedly issued or assigned shall be deemed not to have been issued or assigned for purposes of determining whether the void or voidable act or transaction was ratified or waived pursuant to this subsection. Any act or transaction ratified, or with respect to which the failure to comply with any requirements of the partnership agreement is waived, pursuant to this subsection shall be deemed validly taken at the time of such act or transaction. If an amendment to the partnership agreement to permit any such act or transaction to be validly taken would require notice to any partners or other persons under the partnership agreement and the ratification or waiver of such act or transaction is effectuated pursuant to this subsection by the partners or other persons whose approval would be required to amend the partnership agreement, notice of such ratification or waiver shall be given following such ratification or waiver to the partners or other persons who would have been entitled to notice of such an amendment and who have not otherwise received notice of, or participated in, such ratification or waiver; provided that the giving of the notice is not a condition to the effectiveness of such ratification or waiver. The provisions of this subsection shall not be construed to limit the accomplishment of a ratification or waiver of a void or voidable act by other means permitted by law. Upon application of the partnership which is formed under the laws of the State of Delaware or doing business in the State of Delaware, any partner of such a partnership or any person claiming to be substantially and adversely affected by a ratification or waiver pursuant to this subsection (excluding any harm that would have resulted if such act or transaction had been valid when taken), the Court of Chancery may hear and determine the validity and effectiveness of the ratification of, or waiver with respect to, any void or voidable act or transaction effectuated pursuant to this subsection, and in any such application, the partnership shall be named as a party, and no other party need be joined in order for the Court to adjudicate the validity and effectiveness of the ratification or waiver, and the Court may make such order respecting further or other notice of such application as it deems proper under these circumstances; provided, that nothing herein limits or affects the right to serve process in any other manner now or hereafter provided by law, and this sentence is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.
6 Del. C. § A-101 — Delaware Code / Title 6 / Article A / Part 1 / Section A-101
§ Â
        A-101. Title.
Status: in_force

This article may be cited as “Transitional Provisions for Uniform Commercial Code Amendments (2022).”
6 Del. C. § 12A-108 — Delaware Code / Title 6 / Chapter 12A / Section 12A-108
§ Â
        12A-108. Provision of information in writing; presentation of records.
Status: in_force

(a) If parties have agreed to conduct a transaction by electronic means and a law requires a person to provide, send or deliver information in writing to another person, the requirement is satisfied if the information is provided, sent or delivered, as the case may be, in an electronic record capable of retention by the recipient at the time of receipt. An electronic record is not capable of retention by the recipient if the sender or its information processing system inhibits the ability of the recipient to print or store the electronic record.

(b) If a law other than this chapter requires a record (i) to be posted or displayed in a certain manner, (ii) to be sent, communicated or transmitted by a specified method, or (iii) to contain information that is formatted in a certain manner, the following rules apply:

(1) The record must be posted or displayed in the manner specified in the other law.

(2) Except as otherwise provided in paragraph (d)(2) of this section, the record must be sent, communicated or transmitted by the method specified in the other law.

(3) The record must contain the information formatted in the manner specified in the other law.

(c) If a sender inhibits the ability of a recipient to store or print an electronic record, the electronic record is not enforceable against the recipient.

(d) The requirements of this section may not be varied by agreement, but:

(1) To the extent a law other than this chapter requires information to be provided, sent or delivered in writing but permits that requirement to be varied by agreement, the requirement under subsection (a) of this section that the information be in the form of an electronic record capable of retention may also be varied by agreement;

(2) A requirement under a law other than this chapter to send, communicate or transmit a record by first-class mail, postage prepaid, may be varied by agreement to the extent permitted by the other law; and

(3) A requirement under a law other than under this title to send, communicate, or transmit a record by registered or certified mail, postage prepaid, or by regular mail is satisfied by an electronic record that:

a. Is addressed properly or otherwise directed properly to an information processing system that the recipient has designated; and

b. Provides a contractually obligated reliable and assured delivery to the recipient; and

c. Enters an information processing system that is outside the control of the sender; or

d. Enters a region of an information processing system that is under the control of the recipient; and

e. Is postmarked by a postal authority with an electronic postmark; and

f. Is authenticated by an electronic postmark certificate.

(e) An electronic record is subject to the same legal protections as the United States mail if:

(1) The electronic record meets the requirements of subsection (d) of this section; and

(2) The postal authority that postmarked the electronic record under paragraph (d)(3) of this section is the United States Postal Service.

(f) This section does not authorize the use of an electronic postmark or electronic postmark certificate for the service of a summons, complaint, or other document for the purpose of obtaining jurisdiction over a defendant in a lawsuit.

(g) An electronic postmark may be used only with the mutual consent of both the sender and the recipient.
6 Del. C. § 5132 — Delaware Code / Title 6 / Chapter 51 / Section 5132
§ Â
        5132. Hindering or obstructing officer; penalties.
Status: in_force

Any person who shall hinder or obstruct in any way the Secretary of Agriculture, or any 1 of the inspectors, in the performance of official duties, shall, upon conviction thereof, be punished by a fine of not less than $100 or more than $500, or by imprisonment for not more than 3 months, or by both such fine and imprisonment.
6 Del. C. § 73-401 — Delaware Code / Title 6 / Chapter 73 / Subchapter IV / Section 73-401
§ Â
        73-401. Authority to investigate.
Status: in_force

The Director, in the Director’s own discretion, may make such public or private investigations within or outside of this State as the Director deems necessary to determine whether any person has violated or is about to violate any provision of this chapter or any rule or order hereunder, or to aid in the enforcement of this chapter or in the prescribing of rules and forms hereunder, may require or permit any person to file a statement in writing, under oath or otherwise as the Director determines, as to all the facts and circumstances concerning the matter to be investigated, and may publish information concerning any violation of this chapter or any rule or order hereunder.
6 Del. C. § 2-602 — Delaware Code / Title 6 / Article 2 / Part 6 / Section 2-602
§ Â
        2-602. Manner and effect of rightful rejection.
Status: in_force

(1) Rejection of goods must be within a reasonable time after their delivery or tender. It is ineffective unless the buyer seasonably notifies the seller.

(2) Subject to the provisions of the two following sections on rejected goods (Sections 2-603 and 2-604),

(a) after rejection any exercise of ownership by the buyer with respect to any commercial unit is wrongful as against the seller; and

(b) if the buyer has before rejection taken physical possession of goods in which he or she does not have a security interest under the provisions of this Article (subsection (3) of Section 2-711), he or she is under a duty after rejection to hold them with reasonable care at the seller’s disposition for a time sufficient to permit the seller to remove them; but

(c) the buyer has no further obligations with regard to goods rightfully rejected.

(3) The seller’s rights with respect to goods wrongfully rejected are governed by the provisions of this Article on Seller’s remedies in general (Section 2-703).
6 Del. C. § 2A-514 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-514
§ Â
        2A-514. Waiver of lesseeâs objections.
Status: in_force

(1) In rejecting goods, a lessee’s failure to state a particular defect that is ascertainable by reasonable inspection precludes the lessee from relying on the defect to justify rejection or to establish default:

(a) If, stated seasonably, the lessor or the supplier could have cured it (Section 2A-513); or

(b) Between merchants if the lessor or the supplier after rejection has made a request in writing for a full and final written statement of all defects on which the lessee proposes to rely.

(2) A lessee’s failure to reserve rights when paying rent or other consideration against documents precludes recovery of the payment for defects apparent in the documents.
6 Del. C. § 9-306B — Delaware Code / Title 6 / Article 9 / Part 3 / Section 9-306B
§ Â
        9-306B. Law governing perfection and priority of security interests in controllable accounts, controllable electronic records, and controllable payment intangibles.
Status: in_force

(a) Governing law: general rules. —

Except as provided in subsection (b), the local law of the controllable electronic record’s jurisdiction specified in Section 12-107(c) and (d) governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in a controllable electronic record and a security interest in a controllable account or controllable payment intangible evidenced by the controllable electronic record.

(b) When perfection governed by law of jurisdiction where debtor located. —

The local law of the jurisdiction in which the debtor is located governs:

(1) perfection of a security interest in a controllable account, controllable electronic record, or controllable payment intangible by filing; and

(2) automatic perfection of a security interest in a controllable payment intangible created by a sale of the controllable payment intangible.
6 Del. C. § 8-504 — Delaware Code / Title 6 / Article 8 / Part 5 / Section 8-504
§ Â
        8-504. Duty of securities intermediary to maintain financial asset.
Status: in_force

(a) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets directly or through one or more other securities intermediaries.

(b) Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant any security interests in a financial asset it is obligated to maintain pursuant to subsection (a).

(c) A securities intermediary satisfies the duty in subsection (a) if:

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

(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to obtain and maintain the financial asset.

(d) This section does not apply to a clearing corporation that is itself the obligor of an option or similar obligation to which its entitlement holders have security entitlements.
6 Del. C. § 15-401 — Delaware Code / Title 6 / Chapter 15 / Subchapter IV / Section 15-401
§ Â
        15-401. Partnerâs rights and duties.
Status: in_force

(a) Each partner is deemed to have an account that is:

(1) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits; and

(2) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses.

(b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.

(c) In addition to indemnification under § 15-110 of this title, a partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property; however, no person shall be required as a consequence of any such indemnification to make any payment to the extent that the payment is inconsistent with § 15-306(b) or (c) of this title.

(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.

(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.

(f) Each partner has equal rights in the management and conduct of the partnership business and affairs.

(g) A partner may use or possess partnership property only on behalf of the partnership.

(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the partnership.

(i) A person may become a partner only with the consent of all of the partners.

(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership may be undertaken only with the consent of all of the partners.

(k) This section does not affect the obligations of a partnership to other persons under § 15-301 of this title.

(l) A partner has the power and authority to delegate to 1 or more other persons any or all of the partner’s rights, powers and duties to manage and control the business and affairs of the partnership, which delegation may be made irrespective of whether the partner has a conflict of interest with respect to the matter as to which its rights, powers or duties are being delegated, and the person or persons to whom any such rights, powers or duties are being delegated shall not be deemed conflicted solely by reason of the conflict of interest of the partner. Any such delegation may be to agents, officers and employees of the partner or the partnership, and by a management agreement or other agreement with, or otherwise to, other persons, including a committee of 1 or more persons. Such delegation by a partner shall be irrevocable if it states that it is irrevocable. Such delegation by a partner shall not cause the partner to cease to be a partner of the partnership or cause the person to whom any such rights, powers and duties have been delegated to be a partner of the partnership. No other provision of this chapter or other law shall be construed to restrict a partner’s power and authority to delegate any or all of its rights, powers and duties to manage and control the business and affairs of the partnership.

(m) A partner shall have no preemptive right to subscribe to any additional issue of partnership interests or another interest in a partnership.
6 Del. C. § 1-104 — Delaware Code / Title 6 / Article 1 / Part 1 / Section 1-104
§ Â
        1-104. Construction against implied repeal.
Status: repealed

The Uniform Commercial Code being a general act intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided.
6 Del. C. § 15-1207 — Delaware Code / Title 6 / Chapter 15 / Subchapter XII / Section 15-1207
§ Â
        15-1207. Fees.
Status: in_force

(a) No document required to be filed under this chapter shall be effective until the applicable fee required by this section is paid. The following fees shall be paid to and collected by the Secretary of State for the use of the State of Delaware:

(1) Upon the receipt for filing of any statement or certificate, a fee in the amount of $200.

(2) Upon the receipt for filing of an application for reservation of name, an application for renewal of reservation or a notice of transfer or cancellation of reservation pursuant to § 15-109 of this title, a fee in the amount of $75.

(3) Upon the receipt for filing of a statement of qualification, a statement of foreign qualification or an annual report for a limited liability partnership or a foreign limited liability partnership, a fee in the amount of $200 for each partner, but in no event shall the fee payable for any year with respect to a limited liability partnership or a foreign limited liability partnership under this section be more than $120,000.

(4) For certifying copies of any paper on file as provided for by this chapter, a fee in the amount of $50 for each copy certified. In addition, a fee of $2.00 per page shall be paid in each instance where the Secretary of State provides the copies of the document to be certified.

(5) The Secretary of State may issue photocopies or electronic image copies of instruments on file, as well as instruments, documents and other papers not on file, and for all such photocopies or electronic image copies which are not certified by the Secretary of State, a fee of $10 shall be paid for the first page and $2.00 for each additional page. Notwithstanding Delaware’s Freedom of Information Act (Chapter 100 of Title 29) or other provision of law granting access to public records, the Secretary of State upon request shall issue only photocopies or electronic image copies of public records in exchange for the fees described in this section, and in no case shall the Secretary of State be required to provide copies (or access to copies) of such public records (including without limitation bulk data, digital copies of instruments, documents and other papers, databases or other information) in an electronic medium or in any form other than photocopies or electronic image copies of such public records in exchange for the fees, as applicable, described in this section or § 2318 of Title 29 for each such record associated with a file number.

(6) Upon the receipt for filing of a certificate under § 15-111(b) of this title, a fee in the amount of $200, upon the receipt for filing of a certificate under § 15-111(c) of this title, a fee in the amount of $200, and upon the receipt for filing of a certificate under § 15-111(d) of this title, a fee in the amount of $2.00 for each partnership whose registered agent has resigned by such certificate.

(7) For preclearance of any document for filing, a fee in the amount of $250.

(8) For preparing and providing a written report of a record search, a fee of up to $100.

(9) For issuing any certificate of the Secretary of State, including but not limited to a certificate of good standing, other than a certification of a copy under paragraph (a)(2) of this section, a fee in the amount of $50, except that for issuing any certificate of the Secretary of State that recites all of a partnership’s filings with the Secretary of State, a fee of $175 shall be paid for each such certificate. For issuing any certificate via the Secretary of State’s online services, a fee of up to $175 shall be paid for each certificate.

(10) For receiving and filing and/or indexing any certificate, affidavit, agreement or any other paper provided for by this chapter, for which no different fee is specifically prescribed, a fee in the amount of $100. For filing any instrument submitted by a partnership that only changes the registered office or registered agent and is specifically captioned as a certificate or statement of amendment changing only the registered office or registered agent, a fee in the amount of $50.

(11) The Secretary of State may in the Secretary of State’s discretion charge a fee of $60 for each check received for payment of any fee that is returned due to insufficient funds or the result of a stop payment order.

(b) In addition to those fees charged under subsection (a) of this section, there shall be collected by and paid to the Secretary of State the following:

(1) For all services described in subsection (a) of this section that are requested to be completed within 30 minutes on the same day as the day of the request, an additional sum of up to $7,500 and for all services described in subsection (a) of this section that are requested to be completed within 1 hour on the same day as the day of the request, an additional sum of up to $1,000 and for all services described in subsection (a) of this section that are requested to be completed within 2 hours on the same day as the day of the request, an additional sum of up to $500;

(2) For all services described in subsection (a) of this section that are requested to be completed within the same day as the day of the request, an additional sum of up to $300; and

(3) For all services described in subsection (a) of this section that are requested to be completed within a 24-hour period from the time of the request, an additional sum of up to $150.

The Secretary of State shall establish (and may from time to time amend) a schedule of specific fees payable pursuant to this subsection.

(c) The Secretary of State may in the Secretary of State’s discretion permit the extension of credit for the fees required by this section upon such terms as the Secretary of State shall deem to be appropriate.

(d) The Secretary of State shall retain from the revenue collected from the fees required by this section a sum sufficient to provide at all times a fund of at least $500, but not more than $1,500, from which the Secretary of State may refund any payment made pursuant to this section to the extent that it exceeds the fees required by this section. The funds shall be deposited in a financial institution which is a legal depository of State of Delaware moneys to the credit of the Secretary of State and shall be disbursable on order of the Secretary of State.

(e) Except as provided in this section, the fees of the Secretary of State shall be as provided in § 2315 of Title 29.
6 Del. C. § 18-102 — Delaware Code / Title 6 / Chapter 18 / Subchapter I / Section 18-102
§ Â
        18-102. Name set forth in certificate.
Status: reserved

The name of each limited liability company as set forth in its certificate of formation:

(1) Shall contain the words “Limited Liability Company” or the abbreviation “L.L.C.” or the designation “LLC”;

(2) May contain the name of a member or manager;

(3) Must be such as to distinguish it upon the records in the office of the Secretary of State from the name on such records of any corporation, partnership, limited partnership, statutory trust, limited liability company, registered series of a limited liability company or registered series of a limited partnership reserved, registered, formed or organized under the laws of the State of Delaware or qualified to do business or registered as a foreign corporation, foreign limited partnership, foreign statutory trust, foreign partnership, or foreign limited liability company in the State of Delaware; provided however, that a limited liability company may register under any name which is not such as to distinguish it upon the records in the office of the Secretary of State from the name on such records of any domestic or foreign corporation, partnership, limited partnership, statutory trust, registered series of a limited liability company, registered series of a limited partnership, or foreign limited liability company reserved, registered, formed or organized under the laws of the State of Delaware with the written consent of the other corporation, partnership, limited partnership, statutory trust, registered series of a limited liability company, registered series of a limited partnership, or foreign limited liability company, which written consent shall be filed with the Secretary of State; provided further, that, if on July 31, 2011, a limited liability company is registered (with the consent of another limited liability company) under a name which is not such as to distinguish it upon the records in the office of the Secretary of State from the name on such records of such other domestic limited liability company, it shall not be necessary for any such limited liability company to amend its certificate of formation to comply with this subsection;

(4) May contain the following words: “Company,” “Association,” “Club,” “Foundation,” “Fund,” “Institute,” “Society,” “Union,” “Syndicate,” “Limited”, “Public Benefit” or “Trust” (or abbreviations of like import); and

(5) Shall not contain the word “bank,” or any variation thereof, except for the name of a bank reporting to and under the supervision of the State Bank Commissioner of this State or a subsidiary of a bank or savings association (as those terms are defined in the Federal Deposit Insurance Act, as amended, at 12 U.S.C. § 1813), or a limited liability company regulated under the Bank Holding Company Act of 1956, as amended, 12 U.S.C. § 1841 et seq., or the Home Owners’ Loan Act, as amended, 12 U.S.C. § 1461 et seq.; provided, however, that this section shall not be construed to prevent the use of the word “bank,” or any variation thereof, in a context clearly not purporting to refer to a banking business or otherwise likely to mislead the public about the nature of the business of the limited liability company or to lead to a pattern and practice of abuse that might cause harm to the interests of the public or this State as determined by the Division of Corporations in the Department of State.
6 Del. C. § 7613 — Delaware Code / Title 6 / Chapter 76 / Section 7613
§ Â
        7613. Award of reasonable attorneysâ fees and court costs to prevailing party.
Status: in_force

A lease-purchase agreement may provide for the payment of reasonable attorneys’ fees and actual court costs if it is referred to an attorney for collection. Reasonable attorneys’ fees and costs shall be awarded to the prevailing party in any action on a lease-purchase agreement subject to this chapter regardless of whether such action is instituted by the lessor or lessee. Where the defendant alleges in an answer that the defendant tendered either the full amount to which the plaintiff was entitled or possession of the property, and the allegation is found to be true, then the defendant is deemed to be a prevailing party within the meaning of this section.
6 Del. C. § 4323 — Delaware Code / Title 6 / Chapter 43 / Subchapter V / Section 4323
§ Â
        4323. Acknowledgment of payment in full; release of security in goods.
Status: in_force

After the payment of all sums for which the buyer is obligated under a contract and upon demand made by the buyer, the holder shall deliver, or mail to the buyer’s last known address, such 1 or more good and sufficient instruments as may be necessary to acknowledge payment in full and to release all security in the goods under such contract.
6 Del. C. § 4-405 — Delaware Code / Title 6 / Article 4 / Part 4 / Section 4-405
§ Â
        4-405. Death or incompetence of customer.
Status: in_force

(a) A payor or collecting bank’s authority to accept, pay, or collect an item or to account for proceeds of its collection, if otherwise effective, is not rendered ineffective by incompetence of a customer of either bank existing at the time the item is issued or its collection is undertaken if the bank does not know of an adjudication of incompetence. Neither death nor incompetence of a customer revokes the authority to accept, pay, collect, or account until the bank knows of the fact of death or of an adjudication of incompetence and has reasonable opportunity to act on it.

(b) Even with knowledge, a bank may for 10 days after the date of death pay or certify checks drawn on or before that date unless ordered to stop payment by a person claiming an interest in the account.
6 Del. C. § 4616 — Delaware Code / Title 6 / Chapter 46 / Section 4616
§ Â
        4616. Rules to implement chapter.
Status: in_force

The Commission may make rules and regulations (including rules for the collection, maintenance and analysis of appropriate data) to carry out this chapter. The Commission shall give public notice and opportunity for comment with respect to all rules and regulations made under this section in accordance with the Administrative Procedures Act [§ 10101 et seq. of Title 29].
6 Del. C. § 2A-506 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-506
§ Â
        2A-506. Statute of limitations.
Status: in_force

(1) An action for default under a lease contract, including breach of warranty or indemnity, must be commenced within 4 years after the cause of action accrued. In a lease contract that is not a consumer lease, the parties in the original lease contract may reduce the period of limitation to not less than 1 year.

(2) A cause of action for default accrues when the act or omission on which the default or breach of warranty is based is or should have been discovered by the aggrieved party, or when the default occurs, whichever is later. A cause of action for indemnity accrues (a) in the case of an indemnity against liability, when the act or omission on which the claim for indemnity is based is or should have been discovered by the indemnified party, whichever is later, or (b) in the case of an indemnity against loss or damage, when the person indemnified makes payment thereof.

(3) If an action commenced within the time limited by subsection (1) is so terminated as to leave available a remedy by another action for the same default or breach of warranty or indemnity, the other action may be commenced after the expiration of the time limited and within 6 months after the termination of the first action unless the termination resulted from voluntary discontinuance or from dismissal for failure or neglect to prosecute.

(4) This section does not alter the law on tolling of the statute of limitations nor does it apply to causes of action that have accrued before this Article becomes effective.
6 Del. C. § 2502D — Delaware Code / Title 6 / Chapter 25D / Section 2502D
§ Â
        2502D. Definitions.
Status: in_force

For purposes of this chapter:

(1) “Court” means any court or administrative agency of the State, or a subdivision thereof, whether or not a court or administrative agency of record.

(2) “Judgment” means any judgment, decree, order, or ruling, final or temporary.

(3) “Military service” means:

a. In the case of a servicemember who is a member of the Army, Navy, Air Force, Space Force, Marine Corps, or Coast Guard, active duty, as defined in 10 U.S.C. § 101(d)(1);

b. In the case of a member of the National Guard, includes service under a call to active service authorized by the President or the Secretary of Defense for a period of more than 30 consecutive days under 32 U.S.C. § 502(f) for purposes of responding to a national emergency declared by the President and supported by federal funds;

c. In the case of a servicemember who is a commissioned officer of the Public Health Service or the National Oceanic and Atmospheric Administration, active service;

d. In the case of a servicemember who is a member of the Delaware National Guard, called out to serve in a state duty status pursuant to § 171 of Title 20, for a period of more than 30 consecutive days; or

e. Any period during which a servicemember is absent from duty on account of sickness, wounds, leave, or other lawful cause.

(4) “Period of military service” means the period beginning on the date on which a servicemember enters military service and ending on the date on which the servicemember is released from military service or dies while in military service.

(5) a. “Servicemember” means a resident of the State or a natural person stationed in the State who is a member of the Army, Navy, Air Force, Space Force, Marine Corps, Coast Guard, the commissioned corps of the National Oceanic and Atmospheric Administration, the commissioned corps of the Public Health Service, or the Delaware National Guard.

b. Whenever the term “servicemember” is used, it shall be treated as including a reference to a legal representative of a servicemember, which shall include an attorney acting on behalf of the servicemember or an individual possessing power of attorney.
6 Del. C. § 2702A — Delaware Code / Title 6 / Chapter 27A / Section 2702A
§ Â
        2702A. Intent.
Status: in_force

It is intended by the General Assembly that the term “securitization transaction” shall be construed broadly.
6 Del. C. § 2602 — Delaware Code / Title 6 / Chapter 26 / Section 2602
§ Â
        2602. Definitions.
Status: in_force

For the purposes of this chapter the following definitions shall apply:

(1) “Basic cost of cigarettes” means the invoice cost of cigarettes to the wholesaler, or the replacement cost of cigarettes to the wholesaler (i.e., the cost for which cigarettes could have been bought by the wholesaler at any time within 30 days prior to the date of sale by the wholesaler if bought in the same quantity as the last purchase made by the wholesaler), whichever is lower, plus in-freight charges not otherwise included in invoice or replacement cost, less all trade discounts and the usual and customary 2 percent cash discount, plus the full face value of any cigarette taxes payable on cigarettes sold.

(2) “Cigarettes” includes any roll for smoking, made wholly or in part of tobacco, irrespective of size or shape and whether or not such tobacco is flavored, adulterated or mixed with any other ingredient, where such roll has a wrapper or cover made of paper or any other material except tobacco. Cigarettes shall not be construed to include cigars.

(3) “Consumer” means any person who has possession of tobacco products for any purpose other than transportation or sale.

(4) “Cost to the wholesaler” means the basic cost of cigarettes to the wholesaler plus a markup to cover the cost of doing business by the wholesaler, including cartage to the retailer. In the absence of satisfactory proof of a lesser cost of doing business by any wholesaler, the cost of doing business shall be presumed to be 5 percent of the basic cost of cigarettes to the wholesaler. Any fractional part of a cent, amounting to 1/10 of a cent or more, in the cost of the wholesaler per carton of 10 packages shall be rounded off to the next higher cent.

(5) “Secretary of Finance” or “Secretary” means the Secretary of Finance or a duly authorized designee; provided that any such delegation of authority is consistent with Chapter 83 of Title 29.

(6) “Sell,” in addition to its usual meaning, includes to advertise, offer to sell, offer for sale, barter, exchange, transfer, gift or distribution.

(7) “Sell cigarettes at wholesale,” “wholesale sales of cigarettes,” “sales of cigarettes at wholesale,” and similar expressions include any sale whereby cigarettes are sold for a valuable consideration in the ordinary course of trade or in the usual conduct of the seller’s business to a retailer (other than a vending machine operator) for the bona fide purpose of resale to the ultimate consumer, and includes any such transfer of cigarettes on consignment or otherwise where title is retained by the seller as security for the payment of the purchase price.

(8) “Vending machine operator” means any person who places 1 or more vending machines owned, leased or operated at locations where cigarettes are sold therefrom. The owner or lessee of the premises upon which a vending machine is placed shall not be considered the operator of the machine if the owner or lessee does not own or lease the machine and if the sole remuneration therefrom is a flat rental fee or a commission based upon the number or value of tobacco products sold from the machine or a combination of both.

(9) “Wholesaler” means any person who regularly sells tobacco products within this State to others who buy for the purpose of resale to the ultimate consumer or any person who, because of volume of cigarette sale business and other criteria as determined by the manufacturer, has the privilege of buying direct from the manufacturer.
6 Del. C. § 18-105 — Delaware Code / Title 6 / Chapter 18 / Subchapter I / Section 18-105
§ Â
        18-105. Service of process on domestic limited liability companies and protected series or registered series thereof.
Status: in_force

(a) Service of legal process upon any domestic limited liability company or any protected series or registered series thereof shall be made by delivering a copy personally to any manager of the limited liability company in the State of Delaware, or the registered agent of the limited liability company in the State of Delaware, or by leaving it at the dwelling house or usual place of abode in the State of Delaware of any such manager or registered agent (if the registered agent be an individual), or at the registered office or other place of business of the limited liability company in the State of Delaware. If service of legal process is made upon the registered agent of the limited liability company in the State of Delaware on behalf of any such protected series or registered series, such process shall include the name of the limited liability company and the name of such protected series or registered series. If the registered agent be a corporation, service of process upon it as such may be made by serving, in the State of Delaware, a copy thereof on the president, vice-president, secretary, assistant secretary or any director of the corporate registered agent. Service by copy left at the dwelling house or usual place of abode of a manager or registered agent, or at the registered office or other place of business of the limited liability company in the State of Delaware, to be effective, must be delivered thereat at least 6 days before the return date of the process, and in the presence of an adult person, and the officer serving the process shall distinctly state the manner of service in the officer’s return thereto. Process returnable forthwith must be delivered personally to the manager or registered agent.

(b) In case the officer whose duty it is to serve legal process cannot by due diligence serve the process in any manner provided for by subsection (a) of this section, it shall be lawful to serve the process against the limited liability company or any protected series or registered series thereof upon the Secretary of State, and such service shall be as effectual for all intents and purposes as if made in any of the ways provided for in subsection (a) of this section. If service of legal process is made upon the Secretary of State on behalf of any such protected series or registered series, such process shall include the name of the limited liability company and the name of such protected series or registered series. Process may be served upon the Secretary of State under this subsection by means of electronic transmission but only as prescribed by the Secretary of State. The Secretary of State is authorized to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate. In the event that service is effected through the Secretary of State in accordance with this subsection, the Secretary of State shall forthwith notify the limited liability company by letter, directed to the limited liability company at its address as it appears on the records relating to such limited liability company on file with the Secretary of State or, if no such address appears, at its last registered office. Such letter shall be sent by a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Such letter shall enclose a copy of the process and any other papers served on the Secretary of State pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of State that service is being effected pursuant to this subsection, and to pay the Secretary of State the sum of $50 for the use of the State of Delaware, which sum shall be taxed as part of the costs in the proceeding if the plaintiff shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which process has been served upon the Secretary, the fact that service has been effected pursuant to this subsection, the return date thereof, and the day and hour when the service was made. The Secretary of State shall not be required to retain such information for a period longer than 5 years from the Secretary’s receipt of the service of process.
6 Del. C. § 1211 — Delaware Code / Title 6 / Chapter 12 / Section 1211
§ Â
        1211. Severability of noncompliant provisions.
Status: repealed

Any provision of this chapter that the federal government determines does not comply with the requirements for state false claims acts set forth in the Deficit Reduction Act of 2005 (Pub. L. 109-171, 120 Stat. 4) shall be repealed to the extent that this chapter is inconsistent with the Deficit Reduction Act.
6 Del. C. § 3682 — Delaware Code / Title 6 / Chapter 36 / Subchapter III / Section 3682
§ Â
        3682. Disclosure of automatic fire sprinkler system information [For applicability of subchapter, see 80 Del. Laws, c. 145, Ââ3].
Status: in_force

At the time of or prior to agreeing to final pricing for construction of a new dwelling with a buyer, a builder shall provide the buyer with a copy of written materials prepared and promulgated by the Office of the State Fire Marshal which detail the benefits an automatic fire sprinkler system. At the same time, a builder shall provide written materials including the costs associated with the installation and maintenance of an automatic fire sprinkler system. The buyer shall acknowledge receipt of the written materials in writing. Upon request of the buyer, the builder shall, at the buyer’s expense, install an automatic fire sprinkler system or other requested fire suppression system.
6 Del. C. § 9-616 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-616
§ Â
        9-616. Explanation of calculation of surplus or deficiency.
Status: in_force

(a) Definitions. — In this section:

(1) “Explanation” means a record that:

(A) states the amount of the surplus or deficiency;

(B) provides an explanation in accordance with subsection (c) of how the secured party calculated the surplus or deficiency;

(C) states, if applicable, that future debits, credits, charges, including additional credit service charges or interest, rebates, and expenses may affect the amount of the surplus or deficiency; and

(D) provides a telephone number or mailing address from which additional information concerning the transaction is available.

(2) “Request” means a record:

(A) signed by a debtor or consumer obligor;

(B) requesting that the recipient provide an explanation; and

(C) sent after disposition of the collateral under Section 9-610.

(b) Explanation of calculation. — In a consumer-goods transaction in which the debtor is entitled to a surplus or a consumer obligor is liable for a deficiency under Section 9-615, the secured party shall:

(1) send an explanation to the debtor or consumer obligor, as applicable, after the disposition and:

(A) before or when the secured party accounts to the debtor and pays any surplus or first makes demand in a record on the consumer obligor after the disposition for payment of the deficiency; and

(B) within 14 days after receipt of a request; or

(2) in the case of a consumer obligor who is liable for a deficiency, within 14 days after receipt of a request, send to the consumer obligor a record waiving the secured party’s right to a deficiency.

(c) Required information. — To comply with subsection (a)(1)(B), an explanation must provide the following information in the following order:

(1) the aggregate amount of obligations secured by the security interest under which the disposition was made, and, if the amount reflects a rebate of unearned interest or credit service charge, an indication of that fact, calculated as of a specified date:

(A) if the secured party takes or receives possession of the collateral after default, not more than 35 days before the secured party takes or receives possession; or

(B) if the secured party takes or receives possession of the collateral before default or does not take possession of the collateral, not more than 35 days before the disposition;

(2) the amount of proceeds of the disposition;

(3) the aggregate amount of the obligations after deducting the amount of proceeds;

(4) the amount, in the aggregate or by type, and types of expenses, including expenses of retaking, holding, preparing for disposition, processing, and disposing of the collateral, and attorney’s fees secured by the collateral which are known to the secured party and relate to the current disposition;

(5) the amount, in the aggregate or by type, and types of credits, including rebates of interest or credit service charges, to which the obligor is known to be entitled and which are not reflected in the amount in paragraph (1); and

(6) the amount of the surplus or deficiency.

(d) Substantial compliance. — A particular phrasing of the explanation is not required. An explanation complying substantially with the requirements of subsection (a) is sufficient, even if it includes minor errors that are not seriously misleading.

(e) Charges for responses. — A debtor or consumer obligor is entitled without charge to one response to a request under this section during any six-month period in which the secured party did not send to the debtor or consumer obligor an explanation pursuant to subsection (b)(1). The secured party may require payment of a charge not exceeding $25 for each additional response.
6 Del. C. § 5105 — Delaware Code / Title 6 / Chapter 51 / Section 5105
§ Â
        5105. Field standards and equipment.
Status: in_force

In addition to the state standards provided for in § 5104 of this title, there shall be supplied by the State such “field standards” and such equipment as may be found necessary to carry out the provisions of this chapter. The field standards shall be verified upon their initial receipt and thereafter as often as deemed necessary by the Secretary by comparison with state standards. The specifications and tolerances for reference standard and field standard weights and measures shall be those as specified in Handbooks 105-1, 105-2 and 105-3 of the National Institute of Standards and Technology and supplements thereto, or in any publication superseding these publications.
6 Del. C. § 2A-209 — Delaware Code / Title 6 / Article 2A / Part 2 / Section 2A-209
§ Â
        2A-209. Lessee under finance lease as beneficiary of supply contract.
Status: in_force

(1) The benefit of a supplier’s promises to the lessor under the supply contract and of all warranties, whether express or implied, including those of any third party provided in connection with or as part of the supply contract, extends to the lessee to the extent of the lessee’s leasehold interest under a finance lease related to the supply contract, but is subject to the terms of the warranty and of the supply contract and all defenses or claims arising therefrom.

(2) The extension of the benefit of a supplier’s promises and of warranties to the lessee (Section 2A-209(1)) does not: (i) modify the rights and obligations of the parties to the supply contract, whether arising therefrom or otherwise, or (ii) impose any duty or liability under the supply contract on the lessee.

(3) Any modification or rescission of the supply contract by the supplier and the lessor is effective between the supplier and the lessee unless, before the modification or rescission, the supplier has received notice that the lessee has entered into a finance lease related to the supply contract. If the modification or rescission is effective between the supplier and the lessee, the lessor is deemed to have assumed, in addition to the obligations of the lessor to the lessee under the lease contract, promises of the supplier to the lessor and warranties that were so modified or rescinded as they existed and were available to the lessee before modification or rescission.

(4) In addition to the extension of the benefit of the supplier’s promises and of warranties to the lessee under subsection (1), the lessee retains all rights that the lessee may have against the supplier which arise from an agreement between the lessee and the supplier or under other law.
6 Del. C. § 1407 — Delaware Code / Title 6 / Chapter 14 / Section 1407
§ Â
        1407. Certificate of acceptance; amendment; restatement; cancellation.
Status: in_force

(a) In order for a corporation to constitute a workers cooperative, such corporation must execute a certificate of acceptance. The certificate of acceptance shall be filed in the office of the Secretary of State and shall set forth:

(1) The name of the corporation;

(2) A statement that the provisions of §§ 1402 through 1406, inclusive, of this title have been complied with as of the date of such certificate;

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

(4) Any other information the workers cooperative desires to include therein.

(b) (1) A certificate of acceptance may be amended by filing a certificate of amendment thereto in the office of the Secretary of State. The certificate of amendment shall set forth:

a. The name of the workers cooperative;

b. The amendment to the certificate; and

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

(2) A certificate of acceptance may be amended at any time for any purpose as the workers cooperative may determine. A workers cooperative that becomes aware that any statement in a certificate of acceptance was false when made or that any matter described has changed making the certificate false in any material respect, shall promptly file a certificate of amendment.

(c) (1) A certificate of acceptance may be restated by integrating into a single instrument all the provisions of the certificate of acceptance that are then in effect and operative as a result of there having been previously filed 1 or more certificates of amendment pursuant to subsection (b) of this section, and the certificate of acceptance may be amended or further amended by the filing of a restated certificate of acceptance. The restated certificate of acceptance shall be specifically designated as such in its heading and shall set forth:

a. The present name of the workers cooperative and, if the name has been changed, the name of the workers cooperative at the time its original certificate of acceptance was filed under this chapter;

b. The date of filing of the original certificate of acceptance with the Secretary of State;

c. The information required to be included pursuant to subsection (a) of this section; and

d. Any other information the workers cooperative desires to include therein.

(2) A certificate of acceptance may be restated at any time for any purpose as the workers cooperative may determine. A workers cooperative that becomes aware that any statement in a restated certificate of acceptance was false when made or that any matter described has changed making the certificate false in any material respect, shall promptly file a certificate of amendment or restated certificate of acceptance.

(d) (1) A certificate of acceptance shall be canceled by a workers cooperative upon the earlier of:

a. The date on which the workers cooperative shall no longer be continuing as a body corporate pursuant to the first sentence of § 278 of Title 8; and

b. A decision to cancel the certificate of acceptance in accordance with the organizational documents (or voting trust agreements).

(2) In addition to the provisions of paragraph (d)(1) of this section, a workers cooperative that becomes aware that it no longer complies with the requirements of this chapter shall, within 60 days after becoming aware of such noncompliance, either come into compliance or cancel its certificate of acceptance; provided however, that if such noncompliance is corrected within such 60-day period, such noncompliance shall not affect the prior or on-going qualification of such workers cooperative under this chapter.

(3) In order to cancel its certificate of acceptance, a workers cooperative shall file a certificate of cancellation in the office of the Secretary of State, which certificate of cancellation shall set forth:

a. The name of the workers cooperative;

b. The date of filing of its certificate of acceptance;

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

d. Any other information the workers cooperative desires to include therein.

The cancellation of a certificate of acceptance shall not affect the prior qualification of such workers cooperative under this chapter.

(e) Whenever any certificate authorized to be filed with the office of the Secretary of State under any provision of this chapter has been so filed and is an inaccurate record of the action therein referred to or was defectively or erroneously executed, such certificate may be corrected by filing with the office of the Secretary of State a certificate of correction of such certificate which shall be executed and filed in accordance with this chapter. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the portion of the certificate in corrected form. In lieu of filing a certificate of correction, the certificate may be corrected by filing with the office of the Secretary of State a corrected certificate which shall be executed and filed in accordance with this chapter. The corrected certificate shall be specifically designated as such in its heading, shall specify the inaccuracy or defect to be corrected and shall set forth the entire certificate in corrected form. A certificate corrected in accordance with this section shall be effective as of the date the original certificate was filed, except as to those persons who are substantially and adversely affected by the corrections, and as to those persons the corrected certificate shall be effective from the filing date.
6 Del. C. § 2504C — Delaware Code / Title 6 / Chapter 25C / Section 2504C
§ Â
        2504C. Penalties.
Status: in_force

(a) Except as otherwise provided in § 2502C of this title, a person who violates this chapter is subject to the following:

(1) If the person is not an individual consumer, a civil fine of not more than $100 per incident not to exceed $5,000 total.

(2) If the person is not an individual consumer and the violation is the person’s second offense under this chapter, a civil fine of not more than $500 per incident not to exceed $25,000 total.

(3) If the person is not an individual consumer and the violation is the person’s third or subsequent offense under this chapter, a civil fine of not more than $1,000 per incident not to exceed $50,000 total.

(4) If a person knowingly violates this chapter after receipt of a notice of violation and the person is not an individual consumer, a civil fine equal to 3 times the amount in the preceding paragraph (a)(3) of this section.

(b) A civil fine imposed under this section shall be waived if it is determined that a person acted in good faith to be in compliance with this chapter, pursued compliance with due diligence, and promptly corrected any noncompliance after discovery of the violation.
6 Del. C. § 2A-503 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-503
§ Â
        2A-503. Modification or impairment of rights and remedies.
Status: in_force

(1) Except as otherwise provided in this Article, the lease agreement may include rights and remedies for default in addition to or in substitution for those provided in this Article and may limit or alter the measure of damages recoverable under this Article.

(2) Resort to a remedy provided under this Article or in the lease agreement is optional unless the remedy is expressly agreed to be exclusive. If circumstances cause an exclusive or limited remedy to fail of its essential purpose, or provision for an exclusive remedy is unconscionable, remedy may be had as provided in this Article.

(3) Consequential damages may be liquidated under Section 2A-504, or may otherwise be limited, altered, or excluded unless the limitation, alteration, or exclusion is unconscionable. Limitation, alteration or exclusion of consequential damages for injury to the person in the case of consumer goods is prima facie unconscionable but limitation, alteration or exclusion of damages where the loss is commercial is not prima facie unconscionable.

(4) Rights and remedies on default by the lessor or the lessee with respect to any obligation or promise collateral or ancillary to the lease contract are not impaired by this Article.
6 Del. C. § 2403A — Delaware Code / Title 6 / Chapter 24A / Section 2403A
§ Â
        2403A. Exempt agreements and persons.
Status: in_force

(a) This chapter does not apply to an agreement with an individual who the provider has no reason to know resides in this State at the time of the agreement.

(b) This chapter does not apply to a provider to the extent that the provider:

(1) Provides or agrees to provide debt-management, educational, or counseling services to an individual who the provider has no reason to know resides in this State at the time the provider agrees to provide the services; or

(2) Receives no compensation for debt-management services from or on behalf of the individuals to whom it provides the services or from their creditors.

(c) This chapter does not apply to the following persons or their employees when the person or the employee is engaged in the regular course of the person’s business or profession:

(1) A judicial officer, a person acting under an order of a court or an administrative agency, or an assignee for the benefit of creditors;

(2) A bank;

(3) An affiliate, as defined in § 2402A(1)(B)(i) of this title, of a bank if the affiliate is regulated by a federal or state banking regulatory authority; or

(4) A title insurer, escrow company, or other person that provides bill-paying services if the provision of debt-management services is incidental to the bill-paying services.
6 Del. C. § 9-607 — Delaware Code / Title 6 / Article 9 / Part 6 / Section 9-607
§ Â
        9-607. Collection and enforcement by secured party.
Status: in_force

(a) Collection and enforcement generally. — If so agreed, and in any event after default, a secured party:

(1) may notify an account debtor or other person obligated on collateral to make payment or otherwise render performance to or for the benefit of the secured party;

(2) may take any proceeds to which the secured party is entitled under Section 9-315;

(3) may enforce the obligations of an account debtor or other person obligated on collateral and exercise the rights of the debtor with respect to the obligation of the account debtor or other person obligated on collateral to make payment or otherwise render performance to the debtor, and with respect to any property that secures the obligations of the account debtor or other person obligated on the collateral;

(4) if it holds a security interest in a deposit account perfected by control under Section 9-104(a)(1), may apply the balance of the deposit account to the obligation secured by the deposit account; and

(5) if it holds a security interest in a deposit account perfected by control under Section 9-104(a)(2) or (3), may instruct the bank to pay the balance of the deposit account to or for the benefit of the secured party.

(b) Nonjudicial enforcement of mortgage. — If necessary to enable a secured party to exercise under subsection (a)(3) the right of a debtor to enforce a mortgage nonjudicially, the secured party may record in the office in which a record of the mortgage is recorded:

(1) a copy of the security agreement that creates or provides for a security interest in the obligation secured by the mortgage; and

(2) the secured party’s sworn affidavit in recordable form stating that:

(A) a default has occurred with respect to the obligation secured by the mortgage; and

(B) the secured party is entitled to enforce the mortgage nonjudicially.

(c) Commercially reasonable collection and enforcement. — A secured party shall proceed in a commercially reasonable manner if the secured party:

(1) undertakes to collect from or enforce an obligation of an account debtor or other person obligated on collateral; and

(2) is entitled to charge back uncollected collateral or otherwise to full or limited recourse against the debtor or a secondary obligor.

(d) Expenses of collection and enforcement. — A secured party may deduct from the collections made pursuant to subsection (c) reasonable expenses of collection and enforcement, including reasonable attorney’s fees and legal expenses incurred by the secured party.

(e) Duties to secured party not affected. — This section does not determine whether an account debtor, bank, or other person obligated on collateral owes a duty to a secured party.
6 Del. C. § 73-301 — Delaware Code / Title 6 / Chapter 73 / Subchapter III / Section 73-301
§ Â
        73-301. Unlawful conduct for broker-dealers, agents, investment advisers, federal covered advisers and investment adviser representatives.
Status: in_force

(a) It is unlawful for any person to transact business in this State as a broker-dealer or agent unless the person is registered under this chapter.

(b) It is unlawful for any broker-dealer or issuer to employ an agent unless the agent is registered.

(c) It is unlawful for any person to transact business in this State as an investment adviser or as an investment adviser representative unless:

(1) The person is registered under this chapter; or

(2) The person has no place of business in this State; and

a. The person’s only clients in this State are investment companies as defined in the Investment Company Act of 1940 [15 U.S.C. § 80a-1 et seq.], other investment advisers, federal covered advisers, broker-dealers, banks, trust companies, savings and loan associations, insurance companies, employee benefit plans with assets of not less than $1,000,000, and governmental agencies or instrumentalities, whether acting for themselves or as trustees with investment control, or other institutional investors as are designated by rule or order of the Director; or

b. During the preceding 12-month period has had not more than 5 clients, other than those specified in paragraph (c)(2)a. of this section, who are residents of this State.

(d) It is unlawful for any person required to be registered as an investment adviser under this chapter to employ an investment adviser representative unless the investment adviser representative is registered under this chapter.

(e) It is unlawful for any federal covered adviser to employ, supervise or associate with an investment adviser representative having a place of business located in this State unless such investment adviser representative is registered under this chapter or is exempt from registration.

(f) Except with respect to advisers whose only clients are those described in paragraph (c)(2) of this section, it is unlawful for any federal covered adviser to conduct advisory business in this State unless such person complies with the provisions of § 73-302(g) through (k) of this title. Notwithstanding the provisions of this subsection, until October 10, 1999, the Director may require the registration of any federal covered adviser for which fees required by § 73-302 have not been paid promptly following written notification from the Director regarding the nonpayment or underpayment of any such fee. A federal covered adviser shall be considered to have promptly paid such fees if they are remitted to the Director within 15 days following such person’s receipt of written notification from the Director.
6 Del. C. § 2A-523 — Delaware Code / Title 6 / Article 2A / Part 5 / Section 2A-523
§ Â
        2A-523. Lessorâs remedies.
Status: in_force

(1) If a lessee wrongfully rejects or revokes acceptance of goods or fails to make a payment when due or repudiates with respect to a part or the whole, then, with respect to any goods involved, and with respect to all of the goods if under an installment lease contract the value of the whole lease contract is substantially impaired (Section 2A-510), the lessee is in default under the lease contract and the lessor may:

(a) Cancel the lease contract (Section 2A-505(1));

(b) Proceed respecting goods not identified to the lease contract (Section 2A-524);

(c) Withhold delivery of the goods and take possession of goods previously delivered (section 2A-525);

(d) Stop delivery of the goods by any bailee (Section 2A-526);

(e) Dispose of the goods and recover damages (Section 2A-527), or retain the goods and recover damages (Section 2A-528), or in a proper case recover rent (Section 2A-529);

(f) Exercise any other rights or pursue any other remedies provided in the lease contract.

(2) If a lessor does not fully exercise a right or obtain a remedy to which the lessor is entitled under subsection (1), the lessor may recover the loss resulting in the ordinary course of events from the lessee’s default as determined in any reasonable manner, together with incidental damages, less expenses saved in consequence of the lessee’s default.

(3) If a lessee is otherwise in default under a lease contract, the lessor may exercise the rights and pursue the remedies provided in the lease contract, which may include a right to cancel the lease. In addition, unless otherwise provided in the lease contract:

(a) If the default substantially impairs the value of the lease contract to the lessor, the lessor may exercise the rights and pursue the remedies provided in subsections (1) or (2); or

(b) If the default does not substantially impair the value of the lease contract to the lessor, the lessor may recover as provided in subsection (2).
6 Del. C. § 8-602 — Delaware Code / Title 6 / Article 8 / Part 6 / Section 8-602
§ Â
        8-602. Savings clause.
Status: in_force

(a) This Act does not affect an action or proceeding commenced before this Act takes effect.

(b) If a security interest in a security is perfected at the date this Act takes effect, and the action by which the security interest was perfected would suffice to perfect a security interest under this Act, no further action is required to continue perfection. Except to the extent otherwise provided or permitted by subsection (d) hereof, if a security interest in a security is perfected at the date this Act takes effect but the action by which the security interest was perfected would not suffice to perfect a security interest under this Act, the security interest remains perfected for a period of one year after the effective date and continues perfected thereafter if appropriate action to perfect under this Act or otherwise under the Uniform Commercial Code is taken within that period. If a security interest is perfected at the date this Act takes effect and the security interest can be perfected by filing under this Act, a financing statement signed by the secured party instead of the debtor may be filed within that period to continue perfection or thereafter to perfect.

(c) Prior to the effective date of this Act, uncertificated interests in general and limited partnerships were not deemed to be securities subject to Article 8 of the Uniform Commercial Code. Security interests with respect to uncertificated interests in general and limited partnerships that are perfected when this Act becomes effective shall remain perfected until they lapse as provided in Article 9 of the Uniform Commercial Code and may be continued as permitted by Article 9 of the Uniform Commercial Code. For such uncertificated interests in general and limited partnerships, Article 9 of the Uniform Commercial Code in effect immediately prior to the effective date of this Act shall apply to any questions of priority if the positions of the parties were fixed prior to the effective date of this Act.

(d) If a security interest is perfected with respect to certificated securities under Article 8 of the Uniform Commercial Code prior to the effective date of this Act, and if the filing of a financing statement would be required for the perfection of the security interest after the effective date of this Act, the security interest remains perfected for a period of three years after the effective date of this Act and continues perfected thereafter if appropriate action to perfect under this Act or otherwise under the Uniform Commercial Code is taken within that period.
6 Del. C. § 2432A — Delaware Code / Title 6 / Chapter 24A / Section 2432A
§ Â
        2432A. Powers of Attorney General.
Status: in_force

(a) The Attorney General may act on the Attorney General’s own initiative or in response to complaints, and may receive complaints, take action to obtain voluntary compliance with this chapter, and seek or provide remedies as provided in this chapter.

(b) Every provider licensed under this chapter, or other person to whom a provider has delegated its obligations under an agreement or this chapter, shall be subject to the supervision and examination of the Attorney General and shall be examined by the Attorney General or the Attorney General’s authorized representative annually or at such intervals as the Attorney General deems necessary.

(1) On the occasion of every examination, the Attorney General or the Attorney General’s authorized representative shall be given access to every part of the office or place of business visited and to the assets, securities, books, records and papers of the business;

(2) The examination made by the Attorney General or the Attorney General’s authorized representative shall be a thorough examination into the affairs of the business visited, the resources and liabilities, the investment of the funds, the mode of conducting the business and the compliance or noncompliance with this Code and any other statutes of the State; and in connection with such examination, the Attorney General or the Attorney General’s authorized representative may examine, under oath or affirmation, any and all persons connected with or associated with the licensed provider.

(3) If, in the Attorney General’s opinion, it is necessary for a thorough examination of a licensed provider, the Attorney General may retain 1 or more accountants, attorneys, appraisers or other third parties to assist the Attorney General in such examination. Within 10 days after receipt of a statement from the Attorney General, such licensed provider shall pay or reimburse the fees, costs and expenses of any third parties retained by the Attorney General under this subsection.

(c) The Attorney General may seek a court order authorizing seizure from a bank at which the person maintains a trust account required by § 2422A of this title, any or all money, books, records, accounts, and other property of the provider that is in the control of the bank and relates to individuals who reside in this State.

(d) The Attorney General may enter into cooperative arrangements with any other federal or state agency having authority over providers and may exchange with any of those agencies information about a provider, including information obtained during an examination of the provider.

(e) The Attorney General shall assess fees to be paid by providers for the expense of administering this chapter, including examination, application and renewal fees, in accordance with this chapter. All fees shall be paid to the State Consumer Protection Fund created under § 2527 of this title.

(f) The Attorney General may adopt dollar amounts instead of those specified in §§ 2402A, 2409A, and 2423A of this title to reflect inflation, as measured by the United States Bureau of Labor Statistics Consumer Price Index for All Urban Consumers or, if that index is not available, another index adopted by rule by the Attorney General. The Attorney General shall adopt a base year and adjust the dollar amounts, effective on July 1 of each year, if the change in the index from the base year, as of December 31 of the preceding year, is at least 10 percent. The dollar amount must be rounded to the nearest $100, except that the amounts in § 2423A of this title must be rounded to the nearest dollar.

(g) The Attorney General shall notify licensed providers of any change in dollar amounts made pursuant to subsection (f) of this section and make that information available to the public.

(h) The Attorney General may adopt such regulations, not inconsistent herewith, as the Attorney General may deem necessary or appropriate in the administration, interpretation and enforcement of this chapter. Subchapter II of the Delaware Administrative Procedures Act, Chapter 101 of Title 29 shall apply to the procedures for adopting such regulations.
6 Del. C. § 17-220 — Delaware Code / Title 6 / Chapter 17 / Subchapter II / Section 17-220
§ Â
        17-220. Division of a limited partnership.
Status: in_force

(a) As used in this section and §§ 17-203 and 17-301 of this title:

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

(2) “Division” means the division of a dividing partnership into two or more domestic limited partnerships in accordance with this section.

(3) “Division contact” means, in connection with any division, a natural person who is a Delaware resident, any division partnership in such division or any other domestic limited partnership or other business entity as defined in § 17-211 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.

(4) “Division partnership” means a surviving partnership, if any, and each resulting partnership.

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

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

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

(b) Pursuant to a plan of division, any domestic limited partnership may, in the manner provided in this section, be divided into 2 or more domestic limited partnerships. The division of a domestic limited partnership in accordance with this section and, if applicable, the resulting cessation of the existence of the dividing partnership pursuant to a certificate of division shall not be deemed to affect the personal liability of any person (including any general partner of the dividing partnership) 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 partnership incurred prior to such division; provided, that the obligations and liabilities of the dividing partnership shall be allocated to and vested in, and valid and enforceable obligations of, such division partnership or partnerships 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 partnership in a division shall be formed in compliance with the requirements of this chapter and subsection (i) of this section.

(c) If the partnership agreement of the dividing partnership specifies the manner of adopting a plan of division, the plan of division shall be adopted as specified in the partnership agreement. If the partnership agreement of the dividing partnership does not specify the manner of adopting a plan of division and does not prohibit a division of the limited partnership, the plan of division shall be adopted in the same manner as is specified in the partnership agreement for authorizing a merger or consolidation that involves the limited partnership as a constituent party to the merger or consolidation. If the partnership agreement of the dividing partnership does not specify the manner of adopting a plan of division or authorizing a merger or consolidation that involves the limited partnership as a constituent party and does not prohibit a division of the limited partnership, the adoption of a plan of division shall be authorized by the approval:

(1) By all general partners of the dividing partnership; and

(2) Limited partners who own more than 50% of the then current percentage or other interest in the profits of the dividing partnership owned by all of the limited partners of the dividing partnership.

In any event, the adoption of a plan of division also shall require the approval of any person who, at the effective date or time of the division, shall be a general partner of any division partnership. 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 partnership pursuant to this section shall not require such limited partnership to wind up its affairs under § 17-803 of this title or pay its liabilities and distribute its assets under § 17-804 of this title, and the division shall not constitute a dissolution of such limited partnership.

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

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

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

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

(3) Shall effect the adoption of a partnership agreement for each resulting partnership.

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

(g) If a domestic limited partnership is dividing under this section, the dividing partnership 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 partnership interests of the dividing partnership into or for partnership interests or other securities or obligations of any division partnership or cash, property or rights or securities or obligations of or interests in any other business entity or domestic limited partnership which is not a division partnership, or that the partnership interests of the dividing partnership 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 partnership among the division partnerships;

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

(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 partnership, within 30 days following the division contact’s receipt of a written request from any creditor of the dividing partnership, the name and business address of the division partnership to which the claim of such creditor was allocated pursuant to the plan of division; and

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

(h) If a domestic limited partnership divides under this section, the dividing partnership shall file a certificate of division executed by at least 1 general partner of the dividing partnership on behalf of such dividing partnership in the office of the Secretary of State in accordance with § 17-204 of this title, and a certificate of limited partnership that complies with § 17-201 of this title for each resulting partnership executed by all general partners of such resulting partnership in accordance with § 17-204 of this title.

(1) The certificate of division shall state:

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

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

c. The name of each division partnership;

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 partnership 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 partnership as is specified therein, on request and without cost, to any partner of the dividing partnership; and

i. Any other information the dividing partnership 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 partnership that exists as a limited partnership 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 partnership and, if the name has been changed, the name under which the dividing partnership’s certificate of limited partnership was originally filed.

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

c. The amendment to the certificate of division.

(3) If the dividing partnership is a surviving partnership, a general partner of the dividing partnership 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 partnership is not a surviving partnership or no longer exists as a limited partnership, a general partner of any resulting partnership 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) 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.

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

(i) The certificate of division and each certificate of limited partnership for each resulting partnership 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 § 17-206(b) of this title, then each such certificate shall provide for the same effective date or time in accordance with § 17-206(b) of this title. Concurrently with the effective date or time of a division, the partnership agreement of each resulting partnership shall become effective.

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

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

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

(1) The dividing partnership shall be divided into the distinct and independent division partnerships named in the plan of division, and, if the dividing partnership is not a surviving partnership, the existence of the dividing partnership 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 partnership 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 partnership 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 partnership shall not revert or be in any way impaired by reason of the division.

(3) Each division partnership shall, from and after effectiveness of the certificate of division, be liable as a separate and distinct domestic limited partnership for such debts, liabilities and duties of the dividing partnership as are allocated to such division partnership 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 partnership shall without further action be allocated to and be the debts, liabilities and duties of such division partnership 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 partnership 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 partnership shall be preserved unimpaired, and all debts, liabilities and duties of the dividing partnership shall remain attached to the division partnership to which such debts, liabilities and duties have been allocated in the plan of division, and may be enforced against such division partnership 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 partnership.

(5) In the event that any allocation of assets, debts, liabilities and duties to division partnerships in accordance with a plan of division is determined by a court of competent jurisdiction to constitute a fraudulent transfer, each division partnership 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 partnership that are not allocated by the plan of division shall be the joint and several debts and liabilities of all of the division partnerships.

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

(9) Any action or proceeding pending against a dividing partnership may be continued against the surviving partnership, if any, as if the division did not occur, but subject to paragraph (l)(4) of this section, and against any resulting partnership 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 partnership as a party in the action or proceeding. Any action or proceeding pending against a general partner of a dividing partnership may be continued against such general partner as if the division did not occur and against the general partner of any resulting partnership 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 general partner 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 partnership agreement or other agreement or as otherwise permitted by this chapter or as otherwise permitted by law.

(o) All limited partnerships formed on or after August 1, 2019, shall be governed by this section. All limited partnerships formed prior to August 1, 2019, shall be governed by this section; provided, that if the dividing partnership is a party to any written contract, indenture or other agreement entered into prior to August 1, 2019, that, by its terms, restricts, conditions or prohibits the consummation of a merger or consolidation by the dividing partnership with or into another party, or the transfer of assets by the dividing partnership 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. § 2825 — Delaware Code / Title 6 / Chapter 28 / Subchapter II / Section 2825
§ Â
        2825. Contracts.
Status: reserved

The seller shall deliver to the purchaser a fully executed copy of the contract, which contract shall include at least the following information:

(1) The actual date the contract is executed by the purchaser.

(2) The name of the seller and address of the principal place of business.

(3) The total financial obligation imposed upon the purchaser by the contract, including the initial purchase price and any additional charges which the purchaser may be required to pay.

(4) A description of the nature and duration of the plan being purchased.

(5) A statement that the seller, salesperson or any other person who is in the business of offering for sale or transfer the rights under contracts for a fee is required by this chapter to provide each purchaser of a vacation time-sharing plan with a copy of the seller’s disclosure statement prior to execution of such contract and that a failure to do so is a violation of this chapter.

(6) The following statement shall appear in the contract, under its own paragraph, immediately above the space reserved in the contract for the signature of the purchaser, in boldfaced type of a minimum size of 10 points:

“PURCHASER’S NONWAIVABLE RIGHT TO CANCEL”

shall appear at the beginning of said paragraph in boldfaced type of a minimum of 10 points, immediately preceding the following statement:

________(Date of Transaction)

“YOU MAY CANCEL THIS CONTRACT WITHOUT ANY PENALTY OR OBLIGATION WITHIN 5 BUSINESS DAYS FROM THE ABOVE DATE.

IF YOU CANCEL, ANY PAYMENTS MADE BY YOU UNDER THE CONTRACT AND ANY NEGOTIABLE INSTRUMENT EXECUTED BY YOU WILL BE RETURNED WITHIN 15 BUSINESS DAYS FOLLOWING RECEIPT BY THE SELLER OF YOUR CANCELLATION NOTICE, AND ANY SECURITY INTEREST ARISING OUT OF THE TRANSACTION WILL BE CANCELLED.

IF YOU DECIDE TO CANCEL THIS CONTRACT, YOU MUST NOTIFY THE SELLER IN WRITING BY CERTIFIED MAIL OF YOUR INTENT TO CANCEL. YOUR NOTICE OF CANCELLATION SHALL BE EFFECTIVE UPON THE DATE SENT AND SHALL BE SENT

TO: ________ (Name of Seller) AT ________ (Address of Seller)

NO PURCHASER SHOULD RELY UPON REPRESENTATIONS OTHER THAN THOSE INCLUDED IN THIS CONTRACT.”

If no interest in real property is being conveyed, the contract shall also contain the following statement:

“YOU MAY ALSO CANCEL THIS CONTRACT AT ANY TIME AFTER THE ACCOMMODATIONS OR FACILITIES ARE NO LONGER AVAILABLE AS PROVIDED IN THIS CONTRACT.”

(7) The full name of all sales persons involved in the execution of the membership camping resort contract.
6 Del. C. § 18-1110 — Delaware Code / Title 6 / Chapter 18 / Subchapter XI / Section 18-1110
§ Â
        18-1110. Revival of a registered series.
Status: in_force

(a) A registered series whose certificate of registered series has been canceled pursuant to § 18-1108(b) of this title may be revived by filing in the office of the Secretary of State a certificate of revival of registered series accompanied by the payment of the fee required by § 18-1105(a)(3) of this title and payment of the annual tax due under § 18-1107 of this title and all penalties and interest thereon due at the time of the cancellation of its certificate of registered series. The certificate of revival of registered series shall set forth:

(1) The name of the limited liability company at the time the certificate of registered series was canceled and, if such name has changed, the name of the limited liability company at the time of revival of the registered series;

(2) The name of the registered series at the time the certificate of registered series was canceled and, if such name is not available at the time of revival, the name under which the registered series is to be revived;

(3) The date of filing of the original certificate of registered series;

(4) A statement that the certificate of revival of registered series is filed by 1 or more persons authorized to execute and file such certificate of revival to revive the registered series; and

(5) Any other matters the persons executing the certificate of revival of registered series determine to include therein.

(b) The certificate of revival of registered series shall be deemed to be an amendment to the certificate of registered series, and no further actions shall be required to amend its certificate of registered series under § 18-218(d)(3) of this title with respect to the matters set forth in such certificate of revival.

(c) Upon the filing of a certificate of revival of registered series, a registered series shall be revived with the same force and effect as if its certificate of registered series had not been canceled pursuant to § 18-1108(b) of this title. Such revival shall validate all contracts, acts, matters and things made, done and performed by the registered series, its members, managers, employees and agents during the time when its certificate of registered series was canceled pursuant to § 18-1108(b) of this title, with the same force and effect and to all intents and purposes as if the certificate of registered series had remained in full force and effect. All real and personal property, and all rights and interests, which belonged to the registered series at the time its certificate of registered series was canceled pursuant to § 18-1108(b) of this title or which were acquired by the registered series following the cancellation of its certificate of registered series pursuant to § 18-1108(b) of this title, and which were not disposed of prior to the time of its revival, shall be vested in the registered series after its revival as fully as they were held by the registered series at, and after, as the case may be, the time its certificate of registered series was canceled pursuant to § 18-1108(b) of this title. After its revival, the registered series shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in its name and on its behalf by its members, managers, employees and agents prior to its revival as if its certificate of registered series had at all times remained in full force and effect.
6 Del. C. § 17-202 — Delaware Code / Title 6 / Chapter 17 / Subchapter II / Section 17-202
§ Â
        17-202. Amendment to certificate.
Status: in_force

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

(1) The name of the limited partnership; and

(2) The amendment to the certificate.

(b) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made, or that any matter described has changed making the certificate false in any material respect, shall promptly amend the certificate.

(c) Notwithstanding the requirements of subsection (b) of this section, no later than 90 days after the happening of any of the following events an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed by a general partner:

(1) The admission of a new general partner;

(2) The withdrawal of a general partner; or

(3) A change in the name of the limited partnership, or, except as provided in § 17-104(b) and (c) of this title, a change in the address of the registered office or a change in the name or address of the registered agent of the limited partnership.

(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine.

(e) Unless otherwise provided in this chapter or in the certificate of amendment, a certificate of amendment shall be effective at the time of its filing with the Secretary of State.

(f) If after the dissolution of a limited partnership but prior to the filing of a certificate of cancellation as provided in § 17-203 of this title, a person not shown on a certificate of limited partnership as a general partner is winding up the limited partnership’s affairs, the certificate of limited partnership shall be amended to add the name and the business, residence or mailing address of each liquidating trustee, provided, however, that if the limited partners are the liquidating trustees winding up the limited partnership’s affairs, the certificate of limited partnership shall be amended to state instead that the limited partners are winding up the limited partnership’s affairs, and in each case the liquidating trustees shall not be subject to liability as a general partner by reason of such amendment.

(g) If after the dissolution of a registered series but prior to the filing of a certificate of cancellation as provided in § 17-221(d)(8) of this title, a person not shown on a certificate of registered series as a general partner associated with the registered series is winding up the registered series’ affairs, the certificate of registered series shall be amended to add the name and the business, residence or mailing address of each liquidating trustee of the registered series, provided, however, that if the limited partners associated with the registered series are the liquidating trustees winding up the registered series’ affairs, the certificate of registered series shall be amended to state instead that the limited partners associated with the registered series are winding up the registered series’ affairs, and in each case the liquidating trustees shall not be subject to liability as a general partner by reason of such amendment.
6 Del. C. § 4706 — Delaware Code / Title 6 / Chapter 47 / Subchapter I / Section 4706
§ Â
        4706. Registered agent.
Status: in_force

(a) Every transient retailer shall file with the application required by § 4705 of this title the name and permanent address of such retailer’s registered agent.

(b) Such registered agent shall be a resident of Delaware and shall be an agent of such transient retailer upon whom any legal process permitted by law to be served upon the transient retailer may be served.

(c) The registered agent shall agree in writing to act as such agent and a copy of the agreement shall be filed with the application.

(d) The Director of Revenue shall maintain an alphabetical record of all transient retailers and the names and addresses of their registered agents.

(e) Whenever a transient retailer doing business or having done business in this State shall fail to have or maintain a registered agent in the State, or whenever any such registered agent cannot with due diligence be found at the registered agent’s permanent address, the Director of Revenue shall be an agent of such transient retailer upon whom any such legal process may be served. Service on the Director of Revenue of such legal process with the fee of $4.00 shall be made in the same manner as is provided by law for service of writs of summons and when so made shall be as effectual to all intents and purposes as if made personally upon the defendant within this State; provided, that not later than 7 days following the filing of the return of service of process in the court in which the civil action is commenced or following the filing with the court of the proof of the nonreceipt of notice provided for in subsection (h) of this section, the plaintiff or a person acting in the plaintiff’s behalf shall send by registered mail to the transient retailer a notice consisting of a copy of the process and complaint served upon the Director of Revenue and the statement that service of the original of such process has been made upon the Director of Revenue of this State, and that under this section such service is as effectual to all intents and purposes as if it had been made upon such transient retailer personally within this State.

(f) Proof of the mailing and receipt or refusal of the notice shall be made in such manner as the court, by rule or otherwise, shall direct.

(g) The return receipt or other official proof of delivery shall constitute presumptive evidence that the notice mailed was received by the transient retailer or the retailer’s agent, and the notation of refusal shall constitute presumptive evidence that the refusal was by the transient retailer or the retailer’s agent.

(h) The plaintiff or plaintiff’s counsel of record in the action may within 7 days following the return of any undelivered notice mailed in accordance with subsection (e) of this section other than a notice, delivery of which is shown by the notation of the postal authorities on the original envelope to have been refused by the transient retailer or the retailer’s agent, file with the court in which the civil action is commenced proof of the nonreceipt of the notice by the transient retailer or the retailer’s agent, which proof shall consist of the usual receipt given by the post office at the time of mailing to the person mailing the registered article containing the notice, the original envelope of the undelivered registered article and an affidavit made by or on behalf of plaintiff specifying:

(1) The date upon which the envelope containing the notice was mailed by registered mail;

(2) The date upon which the envelope containing the notice was returned to the sender;

(3) That the notice provided for in subsection (e) of this section was contained in the envelope at the time it was mailed; and

(4) That the receipt, obtained at the time of mailing by the person mailing the envelope containing the notice, is the receipt filed with the affidavit.

(i) The time in which defendant shall serve an answer shall be computed from the date of the mailing of the registered letter which is the subject of the return receipt or other official proof of delivery or the notation of refusal of delivery; provided, however, that the court in which the action is pending may, at any time before or after the expiration of the prescribed time for answering, order such continuances as may be necessary to afford the defendant therein reasonable opportunity to defend the action.

(j) Nothing herein contained limits or affects rights to serve process in any other manner now or hereafter provided by law. This section is an extension of and not a limitation upon the rights otherwise existing of service of legal process upon nonresidents.
6 Del. C. § 4703 — Delaware Code / Title 6 / Chapter 47 / Subchapter I / Section 4703
§ Â
        4703. Exemptions.
Status: in_force

(a) This chapter shall not apply to:

(1) Sales made to dealers by commercial travelers or selling agents in the usual course of business;

(2) Bona fide sales of goods, wares or merchandise by sample, brochure or catalogue for future delivery;

(3) Any annual fair;

(4) Any special event, taking place upon real property which is designed for and in the business of conducting such events where the transient merchant’s goods, wares or merchandise are only displayed and sold on said property;

(5) Any general sale, fair, auction or bazaar sponsored by an ecclesiastical society, religious corporation, public service or charitable organization;

(6) Garage sales on premises devoted to residential use;

(7) Sales of crafts or items made by hand when sold or offered for sale by the person making such crafts or handmade items;

(8) Sales of local agricultural products;

(9) Sales resulting from prior invitation to the vendor by the owner or occupant of the residence; or

(10) Any special event, taking place within the confines of an enclosed retail shopping facility, having a total enclosed common area square footage, exclusive of the total square footage of all occupied retail space contained in said enclosed retail shopping facility, of not less than 20,000 square feet, where the transient merchant’s goods, wares or merchandise are only displayed and sold within the confines of such enclosed retail shopping facility; provided, however, that each such enclosed retail shopping facility shall compile and maintain for a period of 4 years a listing containing the name, address, telephone number and general description of the type of goods or merchandise sold of each transient merchant participating in each special event.

(b) No transient retailer not otherwise exempted from this chapter by subsection (a) of this section shall be relieved or exempted from this chapter by reason of associating himself or herself temporarily with any local dealer, auctioneer, trader or merchant or by conducting such temporary or transient business in connection with or in the name of any local dealer, auctioneer, trader or merchant.
6 Del. C. § 2-209 — Delaware Code / Title 6 / Article 2 / Part 2 / Section 2-209
§ Â
        2-209. Modification, rescission, and waiver.
Status: in_force

(1) An agreement modifying a contract within this Article needs no consideration to be binding.

(2) A signed agreement which excludes modification or rescission except by a signed writing or other signed record cannot be otherwise modified or rescinded, but except as between merchants such a requirement on a form supplied by the merchant must be separately signed by the other party.

(3) The requirements of the statute of frauds section of this Article (Section 2-201) must be satisfied if the contract as modified is within its provisions.

(4) Although an attempt at modification or rescission does not satisfy the requirements of subsection (2) or (3) it can operate as a waiver.

(5) A party who has made a waiver affecting an executory portion of the contract may retract the waiver by reasonable notification received by the other party that strict performance will be required of any term waived, unless the retraction would be unjust in view of a material change of position in reliance on the waiver.
6 Del. C. § 15-112 — Delaware Code / Title 6 / Chapter 15 / Subchapter I / Section 15-112
§ Â
        15-112. Service of process on partnership filing a statement.
Status: in_force

(a) Service of legal process upon any partnership which has filed a statement of partnership existence, a statement of qualification or a statement of foreign qualification shall be made by delivering a copy personally to any partner of the partnership in the State of Delaware or any partner who signed a statement of partnership existence, a statement of qualification or a statement of foreign qualification or the registered agent of the partnership in the State of Delaware or by leaving it at the dwelling house or usual place of abode in the State of Delaware of any such partner or registered agent (if the registered agent be an individual), or at the registered office or any place of business of the partnership in the State of Delaware. Service by copy left at the dwelling house or usual place of abode of a partner, registered agent, or at the registered office or any place of business of the partnership in the State of Delaware, to be effective, must be delivered thereat at least 6 days before the return date of the process, and in the presence of an adult person, and the officer serving the process shall distinctly state the manner of service in the return thereto. Process returnable forthwith must be delivered personally to the partner or registered agent.

(b) In case the officer whose duty it is to serve legal process cannot by due diligence serve the process in any manner provided for by subsection (a) of this section, it shall be lawful to serve the process against the partnership upon the Secretary of State, and such service shall be as effectual for all intents and purposes as if made in any of the ways provided for in subsection (a) of this section. Process may be served upon the Secretary of State under this subsection by means of electronic transmission but only as prescribed by the Secretary of State. The Secretary of State is authorized to issue such rules and regulations with respect to such service as the Secretary of State deems necessary or appropriate. In the event that service is effected through the Secretary of State in accordance with this subsection, the Secretary of State shall forthwith notify the partnership by letter, directed to the partnership at the address of any partner as it appears on the records relating to such partnership on file with the Secretary of State or, if no such address appears, at the last registered office. Such letter shall be sent by a mail or courier service that includes a record of mailing or deposit with the courier and a record of delivery evidenced by the signature of the recipient. Such letter shall enclose a copy of the process and any other papers served on the Secretary of State pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the Secretary of State that service is being effected pursuant to this subsection, and to pay the Secretary of State the sum of $50 for the use of the State of Delaware, which sum shall be taxed as part of the costs in the proceeding if the plaintiff shall prevail therein. The Secretary of State shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceeding in which process has been served upon him or her, the fact that service has been effected pursuant to this subsection, the return date thereof, and the day and hour when the service was made. The Secretary of State shall not be required to retain such information for a period longer than 5 years from receipt of the service of process.
6 Del. C. § 3403 — Delaware Code / Title 6 / Chapter 34 / Section 3403
§ Â
        3403. Provision of information to purchasers of residences.
Status: in_force

(a) When the owner of any residence subject to an energy service agreement enters into a contract for the sale of such residence, the owner must provide the energy service company with notice thereof at least 30 days prior to settlement.

(b) No later than 15 days prior to the scheduled settlement, the energy service company shall provide to the prospective purchaser a copy of any agreement the energy service company proposed to have the purchaser sign as a condition to the continuation of the energy service company’s services after the sale.

(c) This 15 day notice period may be waived only by the prospective purchaser, and then only in writing signed by the purchaser acknowledging the purchaser’s understanding of entitlement to 15 days to consider any proposed energy service agreement.

(d) If the energy service company fails to comply with subsection (b) of this section and the purchaser does not waive in writing such noncompliance, then, unless the purchaser agrees otherwise, the energy service company shall be required to remove the residential heating system equipment owned by the energy service company from the premises. Removal of the residential heating system equipment shall be, except as provided below, at the energy service company’s expense and shall be completed within 30 days after the sale; provided, however, that no energy service company shall be permitted to remove any equipment or refuse to supply fuel between the months of October and April unless the owner waives this restriction in writing. If the new owner refuses to enter into a contract with the energy service company and refuses to provide the written waiver to remove the equipment, the use of the equipment and supply of the fuel shall be billed to the new owner, at the energy service company’s regular rates, on a monthly basis until such time as the equipment may be removed in compliance with the terms of this subsection.
6 Del. C. § 7-502 — Delaware Code / Title 6 / Article 7 / Part 5 / Section 7-502
§ Â
        7-502. Rights acquired by due negotiation.
Status: in_force

(a) Subject to §§ 7-205 and 7-503, a holder to which a negotiable document of title has been duly negotiated acquires thereby:

(1) Title to the document;

(2) Title to the goods;

(3) All rights accruing under the law of agency or estoppel, including rights to goods delivered to the bailee after the document was issued; and

(4) The direct obligation of the issuer to hold or deliver the goods according to the terms of the document free of any defense or claim by the issuer except those arising under the terms of the document or under this article, but in the case of a delivery order, the bailee’s obligation accrues only upon the bailee’s acceptance of the delivery order and the obligation acquired by the holder is that the issuer and any indorser will procure the acceptance of the bailee.

(b) Subject to § 7-503, title and rights acquired by due negotiation are not defeated by any stoppage of the goods represented by the document of title or by surrender of the goods by the bailee and are not impaired even if:

(1) The due negotiation or any prior due negotiation constituted a breach of duty;

(2) Any person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, accident, mistake, duress, loss, theft, or conversion; or

(3) A previous sale or other transfer of the goods or document has been made to a third person.
6 Del. C. § 3306 — Delaware Code / Title 6 / Chapter 33 / Section 3306
§ Â
        3306. Duration and renewal.
Status: in_force

(a) Registration of a mark under this chapter shall be effective for a term of 10 years from the date of registration and, upon application filed within 6 months prior to the expiration of such term, on a form to be furnished by the Secretary of State, the registration may be renewed for a like term. A renewal fee of $25, payable to the Secretary of State, shall accompany the application for renewal of the registration. A trademark registration may be renewed for successive periods of 10 years in like manner.

(b) The Secretary of State shall notify registrants of marks hereunder of the necessity of renewal within the year next preceding expiration of the 10 years from the date of registration by writing to the last known address of a registrant.

(c) Any registration in force on the date on which this chapter shall become effective shall expire 10 years from the date of the registration, the last renewal thereof or 1 year after the effective date of this chapter, whichever is later, and may be renewed by filing an application with the Secretary of State on a form furnished by the secretary and paying the aforementioned renewal fee thereof within 6 months prior to the expiration of the registration.

(d) All applications for renewals under this chapter, whether of registrations made hereunder or of registrations effected under any prior act, shall include a statement that the mark is still in use in this State.

(e) The Secretary of State shall, within 6 months after such effective date, notify all registrants of marks registered under previous acts of the date of expiration of such registrations, unless renewed in accordance with this chapter, by writing to the last known address of the registrants.
6 Del. C. § 2512D — Delaware Code / Title 6 / Chapter 25D / Section 2512D
§ Â
        2512D. Implementing regulations.
Status: in_force

The Governor, or the Governor’s designee, shall implement regulations establishing a process of notification that Delaware National Guard members are called to state duty status pursuant to § 171 of Title 20 and accordingly covered under this chapter. Such process shall provide identification of such personnel to all persons responsible for compliance with this chapter. Until such regulations are implemented, § 2502D(2)d. of this title shall be of no force and effect.
6 Del. C. § 3105 — Delaware Code / Title 6 / Chapter 31 / Section 3105
§ Â
        3105. False affidavit; penalty.
Status: in_force

Whoever wilfully makes or files, under § 3101, § 3102, § 3103, or § 3108 of this title, any affidavit which is false commits the crime of false swearing and shall be punishable therefor.
6 Del. C. § 15-207 — Delaware Code / Title 6 / Chapter 15 / Subchapter II / Section 15-207
§ Â
        15-207. Liability for contribution.
Status: in_force

(a) A partner is obligated to the partnership to perform any promise to contribute cash or property or to perform services, even if the partner is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, the partner is obligated at the option of the partnership to contribute cash equal to that portion of the value of the contribution that has not been made. The foregoing option shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the partnership may have against such partner under the partnership agreement or applicable law.

(b) A partnership agreement may provide that the partnership interest of any partner who fails to make any contribution that the partner is obligated to make shall be subject to specified penalties for, or specified consequences of, such failure. Such penalty or consequence may take the form of reducing or eliminating the defaulting partner’s interest in the partnership, subordinating the partner’s partnership interest to that of nondefaulting partners, a forced sale of the partner’s partnership interest, forfeiture of the partner’s partnership interest, the lending by other partners of the amount necessary to meet the partner’s commitment, a fixing of the value of the partner’s partnership interest by appraisal or by formula and redemption or sale of the partner’s partnership interest at such value, or other penalty or consequence.