Common use of Transfers and Encumbrances Clause in Contracts

Transfers and Encumbrances. Each Member covenants and agrees not to Transfer any of its Units and Equity Securities (including any Transfers to any Affiliate(s)), except with the prior written consent of the other Members in accordance with the terms and conditions set forth in this Agreement. The failure of any Member to comply with this Section 8.1 shall constitute a material breach of this Agreement and the non-breaching Member shall be entitled to terminate this Agreement as a result thereof in accordance with Section 16.2(j) below. (a) Any Transfer permitted under this Agreement shall be subject to Section 8.2 below; provided, however, that for any Transfers to an Affiliate(s) of a Member: (i) the obligations of the transferor Member under this Agreement shall remain unaffected by the proposed Transfer; (ii) the transferee Affiliate executes and delivers a Joinder Agreement in accordance with Section 8.2 below; (iii) the transferor Member shall guarantee the performance by the transferee Affiliate of the obligations under the Joinder Agreement; and (iv) the transferee Affiliate undertakes to re-transfer the Units and Equity Securities back to the transferor Member in the event it is no longer an Affiliate of the transferee Affiliate, it being understood and agreed that failure to re-transfer such Units and Equity Securities within twenty (20) Business Days of the transferee Affiliate ceasing to be an Affiliate shall be deemed to be a material breach of this Agreement by the transferor Member and the transferee Affiliate.