Section 12: Liability of cellular assets

12. Liability of cellular assets (1) Subject to this subsection, where the company has agreed that a liability of its non-cellular assets or cellular assets shall be attributed to a particular cell and any liability which is attributable to a particular cell arises— (a) the cellular assets attributable to that cell shall be primarily liable; (b) the company’s non-cellular assets shall be secondarily liable, where the cellular assets attributable to the relevant cell have been exhausted; and (c) the liability shall not be a liability of any cellular assets not attributable to the relevant cell. (2) In the case of loss or damage which is attributable to a particular cell and which is caused by fraud, the loss or damage shall be the liability solely of the company’s non-cellular assets, without prejudice to any liability of any person other than the company, unless the fraud is the fraud of a person making a claim against the company or any of its assets or of that person’s servants, employees, officers or agents. (3) Any liability not attributable to a particular cell shall be the liability of the company’s non-cellular assets. (4) Notwithstanding this section— (a) a liability of the cellular assets attributable to a particular cell shall abate rateably until the value of the liability equals the value of those assets, but this paragraph shall be disregarded in assessing the existence and extent of any secondary liability under subsection (1) (b); (b) a liability of the company’s non-cellular assets shall abate rateably until the value of the liability equals the value of those assets but this paragraph shall not apply in any situation in which any liability of the company’s non-cellular assets arises from fraud or by reason of a special agreement referred to in subsection (1). (5) This section shall have extra-territorial application.