Document ID: chunk:federal_register_of_legislation:C2004A04041:section:1990:p186
Version: federal_register_of_legislation:C2004A04041
Segment Type: section
Provision Reference: s 1990 (pt 186/212)
Character Range: 484146–486790

was entered into; or

         (ii) if no such declaration was so in force—was a director of the company at that time and was in any way, by act or omission, directly or indirectly, knowingly concerned in or party to the entering into of the agreement by the company;

even if the person is no longer such a director.

"(6) A person who is an indemnifying director because of paragraph (5) (a) or subparagraph (5) (b) (i) is not liable under subsection (2) or (3) in relation to the consideration, or under subsection (4) in relation to the amounts referred to in that subsection, if it is established that:

     (a) at the time when he or she signed the declaration, the person had:

SCHEDULE 5—continued

       (i) the opinions described in it; and

      (ii) reasonable grounds for those opinions; and

     (b) at all times when he or she was a director of the company after that time and before the end of the period referred to in paragraph (5) (a) or the time referred to in subparagraph (5) (b) (i), as the case may be, the person:

         (i) was of the opinion that the company would remain solvent as mentioned in the declaration; and

       (ii) had reasonable grounds for that opinion.

Relief from liability under section 206qc

"206qd. (1) Where, in a proceeding against a person in respect of an alleged liability of the person under section 206qc to pay an amount, it appears to the court that the person is or may be liable under that section to pay the amount but that he or she:

  (a) has acted honestly at all relevant times; and

     (b) having regard to all the circumstances of the case, ought fairly to be excused in relation to the liability;

the court may relieve him or her from the liability on such terms (if any) as the court thinks fit.

"(2) A person who believes on reasonable grounds that a proceeding will be begun against the person in relation to an alleged liability of the person under section 206qc may apply to the Court for relief.

"(3) On an application under subsection (2), the Court has the same power to relieve the person under subsection (1) as it would have if a proceeding against the person in respect of the alleged liability were pending in the Court.

"Subdivision R—Rights of Unpaid Sellers

Specific performance of buy-back agreements

"206ra. Subject to section 206rb, an agreement constituting a buy-back may be enforced by an order for specific performance made by a court of competent jurisdiction.

Buy-back agreement unenforceable while company insolvent

"206rb. (1) Subject to section 206rc, an agreement constituting a buy-back by a company is unenforceable while: