Common use of Certain Other Agreements Clause in Contracts

Certain Other Agreements. Section 9.01 Representations and Warranties of the Company 38 Section 9.02 Representations and Warranties of the Members 39 Section 9.03 Fiduciary Duties; Competing Activities 40 Section 10.01 Limitation on Liability 41 Section 10.02 Exculpation and Indemnification 41 Section 10.03 Insurance 43 Section 11.01 Dissolution 43 Section 11.02 Winding Up of the Company 44 Section 11.03 Distribution of Property 44 Section 11.04 Termination 44 Section 11.05 Survival 44 Section 12.01 Expenses 44 Section 12.02 Further Assurances 45 Section 12.03 Notices 45 Section 12.04 No Third Party Beneficiaries 46 Section 12.05 Waiver; Cumulative Remedies 46 Section 12.06 Governing Law; Consent to Jurisdiction 46 Section 12.07 Counterparts 47 Section 12.08 Entire Agreement 47 Section 12.09 Headings 47 Section 12.10 Severability 47 Section 12.11 WAIVER OF JURY TRIAL 48 Section 12.12 Amendment 48 Section 12.13 Confidentiality 48 Section 12.14 Representation by Counsel 50 Section 12.15 Exhibits and Schedules 50 Section 12.16 Specific Performance 50 Section 12.17 Reliance on Authority of Person Signing Agreement 50 SCHEDULE A MEMBERS A-1 SCHEDULE B Capital Accounts B-1 This Third Amended and Restated Limited Liability Company Agreement (as amended, supplemented or modified from time to time, this “Agreement”) of EPE Management 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 38 34 Section 9.02 Representations and Warranties of the Members 39 35 Section 9.03 Fiduciary Duties; Competing Activities 40 36 Section 10.01 Limitation on Liability 41 37 Section 10.02 Exculpation and Indemnification 41 38 Section 10.03 Insurance 43 39 Section 11.01 Dissolution 43 39 Section 11.02 Winding Up of the Company 44 40 Section 11.03 Distribution of Property 44 40 Section 11.04 Termination 44 40 Section 11.05 Survival 44 41 Section 12.01 Expenses 44 41 Section 12.02 Further Assurances 45 41 Section 12.03 Notices 45 41 Section 12.04 No Third Party Beneficiaries 46 42 Section 12.05 Waiver; Cumulative Remedies 46 42 Section 12.06 Governing Law; Consent to Jurisdiction 46 43 Section 12.07 Counterparts 47 43 Section 12.08 Entire Agreement 47 44 Section 12.09 Headings 47 44 Section 12.10 Severability 47 44 Section 12.11 WAIVER OF JURY TRIAL 48 44 Section 12.12 Amendment 48 44 Section 12.13 Confidentiality 48 45 Section 12.14 Representation by Counsel 50 46 Section 12.15 Exhibits and Schedules 50 46 Section 12.16 Specific Performance 50 47 Section 12.17 Reliance on Authority of Person Signing Agreement 50 47 SCHEDULE A MEMBERS A-1 SCHEDULE B Capital Accounts CAPITAL ACCOUNTS B-1 This Third Amended and Restated Limited Liability Company Agreement (as amended, supplemented or modified from time to time, this “Agreement”) of EPE Management InvestorsEmployee 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 38 35 Section 9.02 Representations and Warranties of the Members 39 36 Section 9.03 Fiduciary Duties; Competing Activities 40 37 Section 10.01 Limitation on Liability 41 38 Section 10.02 Exculpation and Indemnification 41 38 Section 10.03 Insurance 43 39 Section 11.01 Dissolution 43 40 Section 11.02 Winding Up of the Company 44 40 Section 11.03 Distribution of Property 44 41 Section 11.04 Termination 44 41 Section 11.05 Survival 44 41 Section 12.01 Expenses 44 41 Section 12.02 Further Assurances 45 41 Section 12.03 Notices 45 42 Section 12.04 No Third Party Beneficiaries 46 42 Section 12.05 Waiver; Cumulative Remedies 46 43 Section 12.06 Governing Law; Consent to Jurisdiction 46 43 Section 12.07 Counterparts 47 44 Section 12.08 Entire Agreement 47 44 Section 12.09 Headings 47 44 Section 12.10 Severability 47 44 Section 12.11 WAIVER OF JURY TRIAL 48 44 Section 12.12 Amendment 48 45 Section 12.13 Confidentiality 48 45 Section 12.14 Representation by Counsel 50 46 Section 12.15 Exhibits and Schedules 50 46 Section 12.16 Specific Performance 50 47 Section 12.17 Reliance on Authority of Person Signing Agreement 50 47 SCHEDULE A MEMBERS A-1 SCHEDULE B Capital Accounts CAPITAL ACCOUNTS B-1 This Third Second Amended and Restated Limited Liability Company Agreement (as amended, supplemented or modified from time to time, this “Agreement”) of EPE Management InvestorsEmployee 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 and Warranties of the Company 38 39 Section 9.02 Representations and Warranties of the Members 39 40 Section 9.03 Fiduciary Duties; Competing Activities 40 41 Section 10.01 Limitation on Liability 41 42 Section 10.02 Exculpation and Indemnification 41 42 Section 10.03 Insurance 43 44 Section 11.01 Dissolution 43 44 Section 11.02 Winding Up of the Company 44 Section 11.03 Distribution of Property 44 45 Section 11.04 Termination 44 45 Section 11.05 Survival 44 45 Section 12.01 Expenses 44 45 Section 12.02 Further Assurances 45 Section 12.03 Notices 45 46 Section 12.04 No Third Party Beneficiaries 46 47 Section 12.05 Waiver; Cumulative Remedies 46 47 Section 12.06 Governing Law; Consent to Jurisdiction 46 47 Section 12.07 Counterparts 47 48 Section 12.08 Entire Agreement 47 48 Section 12.09 Headings 47 48 Section 12.10 Severability 47 48 Section 12.11 WAIVER OF JURY TRIAL 48 49 Section 12.12 Amendment 48 49 Section 12.13 Confidentiality 48 49 Section 12.14 Representation by Counsel 50 51 Section 12.15 Exhibits and Schedules 50 51 Section 12.16 Specific Performance 50 51 Section 12.17 Reliance on Authority of Person Signing Agreement 50 51 SCHEDULE A MEMBERS A-1 SCHEDULE B Capital Accounts B-1 This Third Second Amended and Restated Limited Liability Company Agreement (as amended, supplemented or modified from time to time, this “Agreement”) of EPE Management 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.”