Common use of Certain Other Agreements Clause in Contracts

Certain Other Agreements. Section 9.01 Representations and Warranties of the Company 34 Section 9.02 Representations and Warranties of the Members 35 Section 9.03 Fiduciary Duties; Competing Activities 36 ARTICLE X LIMITATION ON LIABILITY; EXCULPATION AND INDEMNIFICATION Section 10.01 Limitation on Liability 37 Section 10.02 Exculpation and Indemnification 38 Section 10.03 Insurance 39 TABLE OF CONTENTS (Continued) Page ARTICLE XI DISSOLUTION AND TERMINATION Section 11.01 Dissolution 39 Section 11.02 Winding Up of the Company 40 Section 11.03 Distribution of Property 40 Section 11.04 Termination 40 Section 11.05 Survival 41 ARTICLE XII MISCELLANEOUS Section 12.01 Expenses 41 Section 12.02 Further Assurances 41 Section 12.03 Notices 41 Section 12.04 No Third Party Beneficiaries 42 Section 12.05 Waiver; Cumulative Remedies 42 Section 12.06 Governing Law; Consent to Jurisdiction 43 Section 12.07 Counterparts 43 Section 12.08 Entire Agreement 44 Section 12.09 Headings 44 Section 12.10 Severability 44 Section 12.11 WAIVER OF JURY TRIAL 44 Section 12.12 Amendment 44 Section 12.13 Confidentiality 45 Section 12.14 Representation by Counsel 46 Section 12.15 Exhibits and Schedules 46 Section 12.16 Specific Performance 47 Section 12.17 Reliance on Authority of Person Signing Agreement 47 SCHEDULE A MEMBERS A-1 SCHEDULE B CAPITAL ACCOUNTS B-1 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE EMPLOYEE HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY This Third Amended and Restated Limited Liability Company Agreement (as amended, supplemented or modified from time to time, this “Agreement”) of EPE Employee Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of August 30, 2013, by and among the Company, the Members, the Manager and, solely for the purpose of Section 2.10, EPE Acquisition, LLC, a Delaware limited liability company (solely in such capacity, the “Initial Manager”). Unless otherwise specified, capitalized terms used herein shall have the respective meanings set forth in Article I. The Company, the Members and the Manager are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”

Certain Other Agreements. Section 9.01 Representations and Warranties of the Company 34 38 Section 9.02 Representations and Warranties of the Members 35 39 Section 9.03 Fiduciary Duties; Competing Activities 36 40 ARTICLE X LIMITATION ON LIABILITY; EXCULPATION AND INDEMNIFICATION Section 10.01 Limitation on Liability 37 41 Section 10.02 Exculpation and Indemnification 38 Section 10.03 Insurance 39 41 TABLE OF CONTENTS (Continued) Page Section 10.03 Insurance 43 ARTICLE XI DISSOLUTION AND TERMINATION Section 11.01 Dissolution 39 43 Section 11.02 Winding Up of the Company 40 44 Section 11.03 Distribution of Property 40 44 Section 11.04 Termination 40 44 Section 11.05 Survival 41 44 ARTICLE XII MISCELLANEOUS Section 12.01 Expenses 41 44 Section 12.02 Further Assurances 41 45 Section 12.03 Notices 41 45 Section 12.04 No Third Party Beneficiaries 42 46 Section 12.05 Waiver; Cumulative Remedies 42 46 Section 12.06 Governing Law; Consent to Jurisdiction 43 46 Section 12.07 Counterparts 43 47 Section 12.08 Entire Agreement 44 47 Section 12.09 Headings 44 47 Section 12.10 Severability 44 47 Section 12.11 WAIVER OF JURY TRIAL 44 48 Section 12.12 Amendment 44 48 Section 12.13 Confidentiality 45 48 Section 12.14 Representation by Counsel 46 50 Section 12.15 Exhibits and Schedules 46 50 Section 12.16 Specific Performance 47 50 Section 12.17 Reliance on Authority of Person Signing Agreement 47 50 SCHEDULE A MEMBERS A-1 SCHEDULE B CAPITAL ACCOUNTS Capital Accounts B-1 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE EMPLOYEE HOLDINGSMANAGEMENT INVESTORS, LLC, A DELAWARE LIMITED LIABILITY COMPANY This Third Amended and Restated Limited Liability Company Agreement (as amended, supplemented or modified from time to time, this “Agreement”) of EPE Employee HoldingsManagement Investors, LLC, a Delaware limited liability company (the “Company”), dated as of August 30, 2013, by and among the Company, the Members, the Manager and, solely for the purpose of Section 2.10, EPE Acquisition, LLC, a Delaware limited liability company (solely in such capacity, the “Initial Manager”). Unless otherwise specified, capitalized terms used herein shall have the respective meanings set forth in Article I. The Company, the Members and the Manager are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”

Certain Other Agreements. Section 9.01 Representations and Warranties of the Company 34 35 Section 9.02 Representations and Warranties of the Members 35 36 Section 9.03 Fiduciary Duties; Competing Activities 36 37 TABLE OF CONTENTS (Continued) Page ARTICLE X LIMITATION ON LIABILITY; EXCULPATION AND INDEMNIFICATION Section 10.01 Limitation on Liability 37 38 Section 10.02 Exculpation and Indemnification 38 Section 10.03 Insurance 39 TABLE OF CONTENTS (Continued) Page ARTICLE XI DISSOLUTION AND TERMINATION Section 11.01 Dissolution 39 40 Section 11.02 Winding Up of the Company 40 Section 11.03 Distribution of Property 40 41 Section 11.04 Termination 40 41 Section 11.05 Survival 41 ARTICLE XII MISCELLANEOUS Section 12.01 Expenses 41 Section 12.02 Further Assurances 41 Section 12.03 Notices 41 42 Section 12.04 No Third Party Beneficiaries 42 Section 12.05 Waiver; Cumulative Remedies 42 43 Section 12.06 Governing Law; Consent to Jurisdiction 43 Section 12.07 Counterparts 43 44 Section 12.08 Entire Agreement 44 Section 12.09 Headings 44 Section 12.10 Severability 44 Section 12.11 WAIVER OF JURY TRIAL 44 Section 12.12 Amendment 44 45 Section 12.13 Confidentiality 45 Section 12.14 Representation by Counsel 46 Section 12.15 Exhibits and Schedules 46 Section 12.16 Specific Performance 47 Section 12.17 Reliance on Authority of Person Signing Agreement 47 SCHEDULE A MEMBERS A-1 SCHEDULE B CAPITAL ACCOUNTS B-1 THIRD SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE EMPLOYEE HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY This Third Second Amended and Restated Limited Liability Company Agreement (as amended, supplemented or modified from time to time, this “Agreement”) of EPE Employee Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of August 30May 24, 20132012, by and among the Company, the Members, the Manager andManager, and solely for the purpose of Section 2.10, EPE Acquisition, LLC, a Delaware limited liability company (solely in such capacity, the “Initial Manager”)Member. Unless otherwise specified, capitalized terms used herein shall have the respective meanings set forth in Article I. The Company, the Members and the Manager are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”

Certain Other Agreements. Section 9.01 Representations 9.01. Non-Disparagement 37 Section 9.02. Company Call Right 37 Section 9.03. Preemptive Rights 38 ARTICLE 10 Redemption and Warranties Exchange Rights Section 10.01. Redemption Right of the Company 34 a Member 38 Section 9.02 Representations 10.02. Cash Settlement 41 Section 10.03. Election and Warranties Contribution of the Members 35 Pubco 41 Section 9.03 Fiduciary Duties10.04. Exchange Right of Pubco 42 Section 10.05. Tender Offers and Other Events with Respect to Pubco 42 Section 10.06. Reservation of Shares of Class A Common Stock; Competing Activities 36 Certificate of Pubco 43 Section 10.07. Effect of Exercise of Redemption or Exchange Right 44 Section 10.08. Tax Treatment 44 Section 10.09. Additional Exchange Restrictions 44 Section 10.10. Profits Unit Exchange Right 45 Section 10.11. Loan Units 45 ARTICLE X LIMITATION ON LIABILITY; EXCULPATION AND INDEMNIFICATION 11 Limitation on Liability, Exculpation and Indemnification Section 10.01 11.01. Limitation on Liability 37 46 Section 10.02 11.02. Exculpation and Indemnification 38 46 ARTICLE 12 Dissolution and Termination Section 10.03 Insurance 39 TABLE OF CONTENTS (Continued) Page ARTICLE XI DISSOLUTION AND TERMINATION 12.01. Dissolution 49 Section 11.01 Dissolution 39 Section 11.02 12.02. Winding Up of the Company 40 49 Section 11.03 Distribution of Property 40 12.03. Termination 50 Section 11.04 Termination 40 12.04. Survival 50 ARTICLE 13 Miscellaneous Section 11.05 Survival 41 ARTICLE XII MISCELLANEOUS 13.01. Expenses 50 Section 12.01 Expenses 41 Section 12.02 13.02. Further Assurances 41 51 Section 12.03 13.03. Notices 41 51 Section 12.04 No Third Party Beneficiaries 42 13.04. Binding Effect; Benefit; Assignment 52 Section 12.05 Waiver; Cumulative Remedies 42 13.05. Jurisdiction 52 Section 12.06 Governing Law; Consent to Jurisdiction 43 Section 12.07 Counterparts 43 Section 12.08 Entire Agreement 44 Section 12.09 Headings 44 Section 12.10 Severability 44 Section 12.11 13.06. WAIVER OF JURY TRIAL 44 53 Section 12.12 13.07. Counterparts 53 Section 13.08. Entire Agreement 53 Section 13.09. Severability 53 Section 13.10. Amendment 44 53 Section 12.13 13.11. Confidentiality 45 54 Section 12.14 Representation by Counsel 46 13.12. Governing Law 56 ARTICLE 14 Arbitration Section 12.15 Exhibits and Schedules 46 14.01. Title 56 ARTICLE 15 Representations of Members Section 12.16 Specific Performance 47 Section 12.17 Reliance on Authority 15.01. Representations of Person Signing Agreement 47 SCHEDULE Members 57 Schedule A MEMBERS A-1 SCHEDULE B CAPITAL ACCOUNTS B-1 THIRD Member Schedule AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE EMPLOYEE HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY This Third Amended and Restated Limited Liability Company Agreement (as amended, supplemented or modified from time to time, this “Agreement”) of EPE Employee Holdings, OF WEBER HOLDCO LLC, a Delaware limited liability company (the “Company”), dated as of August 309, 20132021, by and among the Company, the Members, the Manager and, solely for the purpose of Section 2.10, EPE Acquisition, LLCXxxxx Inc., a Delaware limited liability company corporation (solely in such capacity, the “Initial ManagerPubco”). Unless otherwise specified, capitalized terms used herein shall have the respective meanings set forth in Article I. The Company, the Members and the Manager are sometimes collectively referred to herein as other Persons listed on the “Parties” and each is sometimes referred to herein as a “Partysignature pages hereto.”

Certain Other Agreements. Section 9.01 Representations and Warranties of the Company 34 39 Section 9.02 Representations and Warranties of the Members 35 40 Section 9.03 Fiduciary Duties; Competing Activities 36 41 TABLE OF CONTENTS (Continued) Page ARTICLE X LIMITATION ON LIABILITY; EXCULPATION AND INDEMNIFICATION Section 10.01 Limitation on Liability 37 42 Section 10.02 Exculpation and Indemnification 38 42 Section 10.03 Insurance 39 TABLE OF CONTENTS (Continued) Page 44 ARTICLE XI DISSOLUTION AND TERMINATION Section 11.01 Dissolution 39 44 Section 11.02 Winding Up of the Company 40 44 Section 11.03 Distribution of Property 40 45 Section 11.04 Termination 40 45 Section 11.05 Survival 41 45 ARTICLE XII MISCELLANEOUS Section 12.01 Expenses 41 45 Section 12.02 Further Assurances 41 45 Section 12.03 Notices 41 46 Section 12.04 No Third Party Beneficiaries 42 47 Section 12.05 Waiver; Cumulative Remedies 42 47 Section 12.06 Governing Law; Consent to Jurisdiction 43 47 Section 12.07 Counterparts 43 48 Section 12.08 Entire Agreement 44 48 Section 12.09 Headings 44 48 Section 12.10 Severability 44 48 Section 12.11 WAIVER OF JURY TRIAL 44 49 Section 12.12 Amendment 44 49 Section 12.13 Confidentiality 45 49 Section 12.14 Representation by Counsel 46 51 Section 12.15 Exhibits and Schedules 46 51 Section 12.16 Specific Performance 47 51 Section 12.17 Reliance on Authority of Person Signing Agreement 47 51 SCHEDULE A MEMBERS A-1 SCHEDULE B CAPITAL ACCOUNTS Capital Accounts B-1 THIRD SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE EMPLOYEE HOLDINGSMANAGEMENT INVESTORS, LLC, A DELAWARE LIMITED LIABILITY COMPANY This Third Second Amended and Restated Limited Liability Company Agreement (as amended, supplemented or modified from time to time, this “Agreement”) of EPE Employee HoldingsManagement Investors, LLC, a Delaware limited liability company (the “Company”), dated as of August 30May 24, 20132012, by and among the Company, the Members, the Manager andManager, and solely for the purpose of Section 2.10, EPE Acquisition, LLC, a Delaware limited liability company (solely in such capacity, the “Initial Manager”)Member. Unless otherwise specified, capitalized terms used herein shall have the respective meanings set forth in Article I. The Company, the Members and the Manager are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”