# ASSET TRANSFER AGREEMENT

## For Transfer of Assets to a Series of a Texas Series Limited Liability Company

**THIS ASSET TRANSFER AGREEMENT** (the "Agreement") is made and entered into as of ________________, 20____ (the "Effective Date").

**BY AND BETWEEN:**

**[TRANSFEROR NAME]**, [a/an] [ENTITY TYPE/INDIVIDUAL] with [its/their] principal [place of business/address] at [ADDRESS] (the "Transferor")

**AND**

**[PARENT LLC NAME]**, a Texas series limited liability company with its principal place of business at [ADDRESS] (the "Parent LLC"), on behalf of **[ASSET HOLDING SERIES NAME]**, a series of the Parent LLC established pursuant to the Texas Business Organizations Code § 101.601 et seq. (the "Asset Holding Series")

(Each individually a "Party" and collectively the "Parties")

## RECITALS

**WHEREAS**, Transferor is the owner of certain assets, including equipment, machinery, and intellectual property, as more particularly described in Exhibit A attached hereto (collectively, the "Transferred Assets");

**WHEREAS**, Parent LLC is a series limited liability company duly formed and validly existing under the laws of the State of Texas;

**WHEREAS**, pursuant to the Texas Business Organizations Code § 101.601 et seq., Parent LLC has established the Asset Holding Series as a separate series of the Parent LLC, with separate rights, powers, and duties with respect to specified property and obligations, and with separate business purposes as defined in the Company Agreement of Parent LLC;

**WHEREAS**, Transferor desires to transfer all right, title, and interest in and to the Transferred Assets to the Asset Holding Series; and

**WHEREAS**, Asset Holding Series desires to accept such transfer of the Transferred Assets, subject to the terms and conditions set forth herein.

**NOW, THEREFORE**, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

## 1. TRANSFER OF ASSETS

1.1 **Transfer**. Subject to the terms and conditions of this Agreement, Transferor hereby irrevocably assigns, transfers, conveys, and delivers to Asset Holding Series, and Asset Holding Series hereby accepts from Transferor, all of Transferor's right, title, and interest in and to the Transferred Assets, free and clear of all liens, security interests, charges, encumbrances, equities, claims, and restrictions of any kind (collectively, "Encumbrances").

1.2 **Categories of Transferred Assets**. The Transferred Assets include, without limitation:

   (a) **Equipment and Machinery**: All equipment, machinery, tools, furniture, fixtures, vehicles, and other tangible personal property identified in Schedule 1 to Exhibit A;

   (b) **Intellectual Property**: All patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, trade secrets, domain names, mask works, information and proprietary rights and processes, databases, computer software programs, and any other intellectual property rights (collectively, "Intellectual Property") identified in Schedule 2 to Exhibit A; and

   (c) **Other Assets**: All other assets, if any, identified in Schedule 3 to Exhibit A.

1.3 **Excluded Assets**. Notwithstanding anything to the contrary contained herein, the Transferred Assets shall not include the assets, if any, listed on Exhibit B attached hereto (the "Excluded Assets").

## 2. CONSIDERATION

2.1 **Consideration**. As consideration for the transfer of the Transferred Assets, Asset Holding Series shall [PAY/ISSUE/PROVIDE] to Transferor the consideration described in Exhibit C (the "Consideration") on the terms set forth therein.

## 3. CLOSING

3.1 **Closing**. The consummation of the transactions contemplated by this Agreement (the "Closing") shall take place remotely via the exchange of documents and signatures on the Effective Date, or at such other time, date, and location as the Parties may mutually agree in writing.

3.2 **Deliveries by Transferor**. At or prior to the Closing, Transferor shall deliver to Asset Holding Series:

   (a) A bill of sale in the form attached hereto as Exhibit D (the "Bill of Sale"), duly executed by Transferor;

   (b) An assignment of intellectual property in the form attached hereto as Exhibit E (the "IP Assignment"), duly executed by Transferor;

   (c) All certificates of title, registrations, and other documentation relating to the Transferred Assets;

   (d) All technical and operating documentation relating to the Transferred Assets, including without limitation, operating manuals, specifications, and warranties; and

   (e) Such other documents, instruments, and agreements as Asset Holding Series may reasonably request to effectuate the transactions contemplated hereby.

3.3 **Deliveries by Asset Holding Series**. At or prior to the Closing, Asset Holding Series shall deliver to Transferor:

   (a) The Consideration as specified in Exhibit C; and

   (b) Such other documents, instruments, and agreements as Transferor may reasonably request to effectuate the transactions contemplated hereby.

## 4. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

Transferor represents and warrants to Asset Holding Series as follows:

4.1 **Organization and Authority**. If Transferor is an entity, Transferor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as now being conducted. Transferor has full power and authority to enter into this Agreement and to perform its obligations hereunder.

4.2 **Authorization; Binding Obligation**. The execution, delivery, and performance of this Agreement by Transferor have been duly authorized by all necessary action on the part of Transferor. This Agreement has been duly executed and delivered by Transferor and constitutes the legal, valid, and binding obligation of Transferor, enforceable against Transferor in accordance with its terms.

4.3 **No Conflicts**. The execution, delivery, and performance of this Agreement by Transferor do not and will not (a) violate, conflict with, or result in the breach of any provision of Transferor's organizational documents (if applicable), (b) conflict with or violate any law or governmental order applicable to Transferor or any of the Transferred Assets, or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation, or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, sublease, license, permit, franchise, or other instrument or arrangement to which Transferor is a party or by which any of the Transferred Assets are bound or affected.

4.4 **Title to Transferred Assets**. Transferor has good and marketable title to all of the Transferred Assets, free and clear of all Encumbrances. Upon Closing, Asset Holding Series will receive good and marketable title to all of the Transferred Assets, free and clear of all Encumbrances.

4.5 **Condition of Equipment and Machinery**. All equipment and machinery included in the Transferred Assets are in good operating condition and repair, ordinary wear and tear excepted, and are suitable for the purposes for which they are used.

4.6 **Intellectual Property**.

   (a) Schedule 2 to Exhibit A sets forth a true and complete list of all Intellectual Property included in the Transferred Assets.

   (b) Transferor owns or possesses adequate licenses or other valid rights to use all Intellectual Property included in the Transferred Assets, free and clear of all Encumbrances.

   (c) The Intellectual Property included in the Transferred Assets does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party, and no claim has been made or threatened asserting any such infringement, misappropriation, or violation.

   (d) No person is infringing, misappropriating, or otherwise violating any of the Intellectual Property included in the Transferred Assets, and no claim has been made or threatened against any person for any such infringement, misappropriation, or violation.

4.7 **Compliance with Laws**. Transferor has complied with all applicable laws in connection with the ownership and use of the Transferred Assets.

4.8 **Litigation**. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to Transferor's knowledge, threatened against Transferor relating to the Transferred Assets or that could affect Transferor's ability to consummate the transactions contemplated by this Agreement.

4.9 **No Brokers**. No broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Transferor.

## 5. REPRESENTATIONS AND WARRANTIES OF ASSET HOLDING SERIES

Asset Holding Series represents and warrants to Transferor as follows:

5.1 **Organization and Authority**. Parent LLC is duly organized, validly existing, and in good standing under the laws of the State of Texas. The Asset Holding Series has been duly established as a series of Parent LLC pursuant to the Texas Business Organizations Code § 101.601 et seq. and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as now being conducted. Asset Holding Series has full power and authority to enter into this Agreement and to perform its obligations hereunder.

5.2 **Authorization; Binding Obligation**. The execution, delivery, and performance of this Agreement by Asset Holding Series have been duly authorized by all necessary action on the part of Asset Holding Series and Parent LLC. This Agreement has been duly executed and delivered by Asset Holding Series and constitutes the legal, valid, and binding obligation of Asset Holding Series, enforceable against Asset Holding Series in accordance with its terms.

5.3 **No Conflicts**. The execution, delivery, and performance of this Agreement by Asset Holding Series do not and will not (a) violate, conflict with, or result in the breach of any provision of Parent LLC's organizational documents or any documents governing the Asset Holding Series, (b) conflict with or violate any law or governmental order applicable to Asset Holding Series, or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation, or cancellation of, any note, bond, mortgage, indenture, contract, agreement, lease, sublease, license, permit, franchise, or other instrument or arrangement to which Asset Holding Series is a party.

5.4 **No Brokers**. No broker, finder, or investment banker is entitled to any brokerage, finder's, or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Asset Holding Series.

## 6. COVENANTS

6.1 **Further Assurances**. From time to time after the Closing, without additional consideration, each Party shall (and shall cause its affiliates to) execute and deliver such further instruments and take such other action as may be necessary or reasonably requested by the other Party to make effective the transactions contemplated by this Agreement and to provide the other Party with the intended benefits of this Agreement.

6.2 **Tax Matters**. Each Party shall be responsible for payment of any transfer taxes, sales taxes, recording fees, and other taxes and fees incurred by it or imposed upon it in connection with the transactions contemplated by this Agreement.

6.3 **Confidentiality**. Each Party shall maintain the confidentiality of all confidential or proprietary information of the other Party disclosed in connection with the transactions contemplated by this Agreement, except as required by law or as necessary to perform its obligations hereunder.

## 7. INDEMNIFICATION

7.1 **Indemnification by Transferor**. Transferor shall indemnify, defend, and hold harmless Asset Holding Series, Parent LLC, and their respective managers, members, officers, employees, agents, and representatives (collectively, the "Asset Holding Series Indemnitees") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees (collectively, "Losses"), arising out of or resulting from:

   (a) Any inaccuracy in or breach of any representation or warranty made by Transferor in this Agreement;

   (b) Any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Transferor pursuant to this Agreement;

   (c) Any Excluded Asset or any liability or obligation of Transferor not expressly assumed by Asset Holding Series under this Agreement; or

   (d) Any third-party claim arising out of or resulting from Transferor's ownership or use of the Transferred Assets prior to the Closing.

7.2 **Indemnification by Asset Holding Series**. Asset Holding Series shall indemnify, defend, and hold harmless Transferor and its officers, directors, employees, agents, and representatives (collectively, the "Transferor Indemnitees") from and against any and all Losses arising out of or resulting from:

   (a) Any inaccuracy in or breach of any representation or warranty made by Asset Holding Series in this Agreement;

   (b) Any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Asset Holding Series pursuant to this Agreement; or

   (c) Any third-party claim arising out of or resulting from Asset Holding Series' ownership or use of the Transferred Assets after the Closing.

7.3 **Series Liability Protection**. The Parties acknowledge and agree that, pursuant to Texas Business Organizations Code § 101.602, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Asset Holding Series are enforceable against the assets of the Asset Holding Series only, and not against the assets of the Parent LLC generally or any other series thereof. Nothing in this Agreement shall be construed to waive or limit the liability protection afforded to each series under Texas law.

## 8. MISCELLANEOUS

8.1 **Entire Agreement**. This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings of the Parties, whether oral or written.

8.2 **Amendments**. This Agreement may only be amended, modified, or supplemented by a written agreement executed by both Parties.

8.3 **Assignment**. Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.

8.4 **Notices**. All notices required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by certified mail (return receipt requested), or by overnight courier to the addresses set forth in the preamble or to such other address as either Party may designate by notice to the other Party.

8.5 **Waiver**. No waiver by either Party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by either Party of any right under this Agreement shall be construed as a waiver of any other right.

8.6 **Severability**. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.

8.7 **Governing Law**. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule.

8.8 **Dispute Resolution**. Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration in [CITY], Texas, in accordance with the rules of the American Arbitration Association.

8.9 **Counterparts**. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

**IN WITNESS WHEREOF**, the Parties have executed this Agreement as of the Effective Date.

**[TRANSFEROR NAME]**

By: ________________________
Name: ______________________
Title: _______________________

**[PARENT LLC NAME]**, on behalf of **[ASSET HOLDING SERIES NAME]**

By: ________________________
Name: ______________________
Title: _______________________

---

## EXHIBIT A
**DESCRIPTION OF TRANSFERRED ASSETS**

### Schedule 1 - Equipment and Machinery
[Detailed description of all equipment and machinery being transferred, including make, model, serial numbers, year of manufacture, location, and condition as applicable]

### Schedule 2 - Intellectual Property
[Detailed description of all intellectual property being transferred, including registration/application numbers, jurisdictions, expiration dates, and other identifying information as applicable]

### Schedule 3 - Other Assets
[Description of any other assets being transferred]

---

## EXHIBIT B
**EXCLUDED ASSETS**

[Description of any assets specifically excluded from the transfer]

---

## EXHIBIT C
**CONSIDERATION**

[Detailed description of the consideration for the transfer, which may include cash payment, membership interests, promissory note, assumption of liabilities, or other forms of consideration, along with payment terms, escrow arrangements, etc.]

---

## EXHIBIT D
**FORM OF BILL OF SALE**

[Form of bill of sale for tangible personal property]

---

## EXHIBIT E
**FORM OF INTELLECTUAL PROPERTY ASSIGNMENT**

[Form of assignment for intellectual property rights]