HMW Agreement means the limited liability company agreement of HMW, as amended, restated, supplemented or otherwise modified from time to time.
Laws means all statutes, laws, rules, regulations, Orders, ordinances, writs, injunctions, judgments and decrees of all Governmental Authorities.
Order means any order, writ, injunction, decree, compliance or consent order or decree, settlement agreement, schedule and similar binding legal agreement issued by or entered into with a Governmental Authority.
CONTRIBUTION AND ASSUMPTION
2.01 Contribution of the Assets. Each Contributor hereby contributes, assigns, transfers, sets over and delivers to Rattler, for Rattlers own use forever, all of such Contributors right, title and interest to and in the Assets, effective in each case as of the applicable Contribution Effective Date.
2.02 Assumption of Obligations. With respect to each Asset, Rattler hereby assumes all liabilities, and agrees to perform all obligations, arising out of the ownership thereof, to the extent any such liabilities and/or obligations arise on or after the applicable Contribution Effective Date with respect to any such Asset, including for the avoidance of doubt any obligations arising under the HMW Agreement (all such liabilities and obligations collectively the Assumed Liabilities). Each Contributor acknowledges that, with respect to any Asset, any liabilities and/or obligations arising before the applicable Contribution Effective Date with respect to such Asset are the sole obligation of such Contributor. Rattler agrees to be bound by all of the terms and provisions of the HMW Agreement.
2.03 Special Warranty. Each Contributor hereby agrees to severally (and not severally and jointly) warrant and defend title to the Assets to be transferred, conveyed and assigned by it unto Rattler and its successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under such Grantor or its respective affiliates, but not otherwise.
2.04 Other Assurances. From time to time after the date hereof, and without any further consideration, each of the Parties shall execute, acknowledge and deliver all such additional instruments, notices and other documents, and will do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate to more fully and effectively carry out the purposes and intent of this Agreement. Without limiting the generality of the foregoing, each Contributor acknowledges that it has used good faith efforts to identify all of the Assets intended to be contributed to Rattler pursuant hereto. However, the Parties acknowledge that it is possible that assets intended to be contributed to Rattler hereunder were not identified and therefore are not included in the Assets. To the extent that such assets are identified at a later date, the Parties shall take the appropriate actions required in order to convey all such assets to Rattler (or its successors or assigns) as provided hereunder.