Duty of protected cell companies in dealings with third parties

(1) A protected cell company shall, (a) inform any person with whom it conducts business transactions that it is a protected cell company; and (b) for the purpose of such business transactions identify, or specify the cell in respect of which that person is transacting, unless such business transaction is not a transaction in respect of a particular cell of a protected cell (2) If, in contravention of subsection (1) of this section, a (a) fails to inform any person that he is transacting with a protected cell company, and that person is otherwise unaware and has no reasonable grounds to believe that he is transacting with a protected cell company; or 13 (b) fails to identify or specify the cell in respect of which a person is transacting business, and that person is otherwise unaware of, and has no reasonable basis of knowing, which cell he is transacting with, then in either such case, (i) the directors of the protected cell company shall (notwithstanding any provision to the contrary in the protected cell company’s Articles of Association or in any contract with the cell or otherwise) incur personal liability to that person in respect of the said business transaction; and (ii) the directors of the protected cell company shall have a right of indemnity against the non-cellular assets of the protected cell company, unless they acted fraudulently, recklessly, negligently or in bad faith. (3) Notwithstanding the provisions of subsection (2) (b) (i) of this section, the Court may relieve a director of a protected cell company of all or part of his personal liability there under if he satisfies the Court that he ought fairly to be so relieved because, (a) he was not aware of the circumstances giving rise to his liability; (b) he acted neither fraudulently, recklessly, negligently nor in bad faith; or (c) he expressly objected and exercised such rights as he had as a director, whether by way 14 of voting power or otherwise, so as to try to prevent the circumstances giving rise to his (4) Where, pursuant to the provisions of subsection (3) of this section, the Court relieves a director of a protected cell company of all or part of his personal liability under subsection (2) (b) (i) of this section, the Court may order that the liability in question shall instead be met from such of the cellular or non-cellular assets of the protected cell company as are specified in the order. (5) Any provision in the Articles of Association of a protected cell company, and any other contractual provision under which the protected cell company may be liable, which purports to indemnify its directors in respect of conduct which would otherwise disentitle them to an indemnity against non- cellular assets by virtue of subsection (2) (b) (ii) of this section, shall be void.