Recusal. The Managers appointed by a Member will be recused from participating in any deliberations of or vote related to (each a “Conflict of Interest”) the execution of, or exercise of the rights of the Company or the Subsidiaries under (including with respect to a dispute), an Affiliate Agreement with such Member or its Related Parties, including the enforcement of any of the terms thereof or the termination thereof in accordance with this Agreement and/or such Affiliate Agreement and/or any dispute or potential dispute involving such Manager, any Affiliate of such Manager (including the Member that appointed such Manager), on the one hand, and the Company and or any of its Subsidiaries on the other hand; provided, however, that, and notwithstanding anything to the contrary, in no event shall the Company or any of the Subsidiaries terminate any Affiliate Agreement with Figure or a Related Party thereof other than in accordance with their terms (subject, however, to the terms of the Supplemental Side Letter). For the avoidance of doubt, (i) neither the Managers appointed by a Member nor such Member shall be entitled to exercise the rights of the Company or the Subsidiaries in connection with any transaction where such Member has a Conflict of Interest (e.g., the enforcement of any of the terms of or the termination of this Agreement or any Affiliate Agreement or in connection with any dispute or potential dispute), and (ii) the Managers appointed by the other Member who does not have a Conflict of Interest shall be entitled to, on behalf of the Company or of its Subsidiaries, exercise of the rights of the Company or such Subsidiaries in connection therewith.
Appears in 5 contracts
Sources: Limited Liability Company Agreement (Figure Technology Solutions, Inc.), Limited Liability Company Agreement (FT Intermediate, Inc.), Limited Liability Company Agreement (FT Intermediate, Inc.)