JV 401(k) Plan has the meaning set forth in Section 6.9(h).
JV Company means a limited liability company to be formed under the laws of the State of Delaware as the primary joint venture entity in connection with the transactions contemplated hereby.
JV Entities means, collectively, the JV Company and its Subsidiaries (including, from and after the Closing, the Peabody Transferred Subsidiaries and the Arch Transferred Subsidiaries).
JV Indemnified Party has the meaning set forth in Section 8.2.
JV Welfare Benefit Plans has the meaning set forth in Section 6.9(l).
Knowledge means (a) with respect to Arch, with respect to any matter in question, the actual knowledge of any Person set forth on Section 1.1(b) of the Arch Disclosure Letter, or the knowledge any such Person would have had after making reasonable inquiry regarding such matter and (b) with respect to Peabody, with respect to any matter in question, the actual knowledge of any Person set forth on Section 1.1(b) of the Peabody Disclosure Letter, or the knowledge any such Person would have had after making reasonable inquiry regarding such matter.
Laws means all multinational, federal, national, state, provincial, municipal and local laws (including common and civil law), treaties, statutes, acts, codes, ordinances, directives, resolutions (ministerial or other), by-laws, rules, regulations, implementing rules or regulations or other requirements enacted, adopted, promulgated, applied or interpreted by any Governmental Authority, in each case, having the force of law.
Legal Restraints has the meaning set forth in Section 7.1(a).
Liabilities means, as to any Person, adverse claims, Proceedings, liabilities, commitments, responsibilities and obligations of any kind or nature whatsoever, direct or indirect, absolute or contingent, whether accrued, vested or otherwise, whether known or unknown and whether or not actually reflected, or required to be reflected, in such Persons balance sheet or other books and records.
LLC Agreement means the amended and restated limited liability company operating agreement of the JV Company, substantially in the form attached hereto as Exhibit A, to be entered into between Peabody (or a wholly-owned Subsidiary of Peabody) and Arch (or a wholly-owned Subsidiary of Arch) on the Closing Date.
Loss or Losses means any loss, liability, claim, damage or expense, including reasonable legal fees and expenses.
Mining and Mining Safety Laws means all Laws and Orders relating to the exploration, extraction, mining, processing, storage, loading, selling, trading, shipping, transportation and delivery of coal and non-coal minerals as well as safety and health and Reclamation and Mine Closure requirements related to or arising out of such activities, including (a) the Surface Mining