Common use of Appointment and Responsibilities Clause in Contracts

Appointment and Responsibilities. The Company hereby designates [Peabody][[·], a Wholly Owned Affiliate of Peabody,](23) as the initial operator of the Company (the “Operator”). Subject to the oversight of the Board of Managers and the provisions of this Agreement, the Operator shall be responsible for, and shall make all decisions regarding and shall have full responsibility and authority for, the day-to-day business, affairs and operations of the Company and its Subsidiaries (the “Operations”) in accordance with this Agreement, the Approved Budget and any Approved Capital Plan, including responsibility and authority to do the following with respect to and on behalf of the Company and its Subsidiaries: (i) marketing and sales activities; (ii) procurement of supplies, equipment and services required for the Operations; (iii) negotiating and entering into Contracts, including Contracts for the incurrence of Indebtedness; (iv) conducting and resolving all Proceedings in which the Company or any of its Subsidiaries is involved; (v) procuring and maintaining insurance (including, in the Operator’s sole discretion, by adding the Company and its Subsidiaries as additional insureds under any insurance policies maintained by the Operator and its Affiliates); (vi) appointing, hiring and retaining Officers (other than the Company Senior Executive) and other employees of the Company and its Subsidiaries as may be necessary or appropriate for the conduct of the Operations; (vii) determining the compensation (including wages, salaries and other benefits) of any Officers or other employees of the Company and its Subsidiaries; (viii) preparing and filing (or causing to be prepared and filed) all tax returns, elections, forms and other reports required by Law to be filed by the Company and its Subsidiaries and subject to Section 6.05, conducting any tax proceedings brought by any taxing authorities with respect to taxes of the Company and its Subsidiaries, subject to Article VI; (ix) preparing financial statements of the Company and its Subsidiaries;

Appointment and Responsibilities. The Company hereby designates [Peabody][[·Peabody][[•], a Wholly Owned Affiliate of Peabody,](23) Peabody,]23 as the initial operator of the Company (the “Operator”). Subject to the oversight of the Board of Managers and the provisions of this Agreement, the Operator shall be responsible for, and shall make all decisions regarding and shall have full responsibility and authority for, the day-to-day business, affairs and operations of the Company and its Subsidiaries (the “Operations”) in accordance with this Agreement, the Approved Budget and any Approved Capital Plan, including responsibility and authority to do the following with respect to and on behalf of the Company and its Subsidiaries: (i) marketing and sales activities; (ii) procurement of supplies, equipment and services required for the Operations; (iii) negotiating and entering into Contracts, including Contracts for the incurrence of Indebtedness; (iv) conducting and resolving all Proceedings in which the Company or any of its Subsidiaries is involved; (v) procuring and maintaining insurance (including, in the Operator’s sole discretion, by adding the Company and its Subsidiaries as additional insureds under any insurance policies maintained by the Operator and its Affiliates); (vi) appointing, hiring and retaining Officers (other than the Company Senior Executive) and other employees of the Company and its Subsidiaries as may be necessary or appropriate for the conduct of the Operations; (vii) determining the compensation (including wages, salaries and other benefits) of any Officers or other employees of the Company and its Subsidiaries; (viii) preparing and filing (or causing to be prepared and filed) all tax returns, elections, forms and other reports required by Law to be filed by the Company and its Subsidiaries and subject to Section 6.05, conducting any tax proceedings brought by any taxing authorities with respect to taxes of the Company and its Subsidiaries, subject to Article VI; (ix) preparing financial statements of the Company and its Subsidiaries; 23 Operator entity to be selected by Peabody prior to the Closing. (x) obtaining all permits, easements and governmental authorizations necessary to carry out the Operations; (xi) conducting Reclamation and Mine Closure activities, including obtaining and maintaining Financial Assurances; (xii) establishing and maintaining the Company’s bank accounts and managing the Company’s funds; (xiii) retaining advisors; (xiv) developing appropriate policies and plans regarding health, safety, sustainability and environmental protection; and (xv) maintaining the books and records of the Company.