Company Determination Final Any determination that the Company or the Board of Directors must make pursuant to this Article is conclusive.
LOCATION WITHIN ENTERPRISE OR REINVESTMENT ZONE At the time of the Application Approval Date, the Land is within an area designated either as an enterprise zone, pursuant to Chapter 2303 of the TEXAS GOVERNMENT CODE, or a reinvestment zone, pursuant to Chapter 311 or 312 of the TEXAS TAX CODE. The legal description, and information concerning the designation, of such zone is attached to this Agreement as EXHIBIT 1 and is incorporated herein by reference for all purposes.
Certification as Small Contractor or Minority Business Enterprise This paragraph was intentionally left blank.
Adjustment Amount (a) Schedule 2.16 sets forth a sample calculation of the Adjustment Amount and the Target Adjustment Amount as of the Balance Sheet Date (the “Sample Closing Statement”), including the asset, liability and other line items and accounting principles used in such calculation, and assuming that all of such asset and liability line items that constitute Mallinckrodt Assets or Mallinckrodt Liabilities under this Agreement will be transferred to Mallinckrodt as of the Distribution. (b) Within sixty (60) days after the Distribution Date, Mallinckrodt shall cause to be prepared and delivered to Covidien a statement (the “Closing Statement”) setting forth (i) the Adjustment Amount and the calculation of the Adjustment Amount and (ii) the Target Adjustment Amount and the calculation of the Target Adjustment Amount. The Closing Statement shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries, set forth on and used in the preparation of the Sample Closing Statement; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement which cannot be appropriately placed in line items previously used by Mallinckrodt, but that constitute Mallinckrodt Assets or Mallinckrodt Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. (c) Within thirty (30) days following receipt by Covidien of the Closing Statement, Covidien shall deliver written notice to Mallinckrodt of any dispute Covidien has with respect to the preparation or content of the Closing Statement (the “Dispute Notice”); provided, however, that if Covidien does not deliver any Dispute Notice to Mallinckrodt within such thirty (30)-day period, the Closing Statement will be final, conclusive and binding on the Parties. Any Dispute Notice shall (i) set forth in reasonable detail the basis for any dispute included therein, the amounts involved and Covidien’s determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) and (ii) include only disagreements based on the Adjustment Amount and/or the Target Adjustment Amount (as applicable) not being calculated properly in accordance with this Agreement or containing mathematical errors. Upon receipt by Mallinckrodt of a Dispute Notice, Mallinckrodt and Covidien shall negotiate in good faith to resolve any dispute set forth therein. If Mallinckrodt and Covidien, such good faith effort notwithstanding, fail to resolve any such dispute within fifteen (15) Business Days following receipt by Mallinckrodt of the Dispute Notice (the “Dispute Resolution Period”), then Mallinckrodt and Covidien jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, Ernst & Young LLP or, if Ernst & Young LLP is unavailable or conflicted, another nationally recognized major accounting firm selected jointly by Covidien and Mallinckrodt (the “Independent Accounting Firm”) to resolve any such dispute. If Ernst & Young LLP is unavailable or conflicted and Covidien and Mallinckrodt are unable to agree on the Independent Accounting Firm, then each of Covidien and Mallinckrodt shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third nationally recognized major accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Mallinckrodt and Covidien shall each prepare and submit a presentation detailing each Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm. Mallinckrodt and Covidien shall cause the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than thirty (30) days following such presentations, make a final determination, binding on the Parties, of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Covidien or Mallinckrodt, shall not be in excess of the higher, nor less than the lower, of the amounts set forth by Mallinckrodt in the Closing Statement or by Covidien in the Dispute Notice, as applicable. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to whether any determination of the Adjustment Amount and/or the Target Adjustment Amount (as applicable) was properly calculated in accordance with the Transaction Accounting Principles, and the Independent Accounting Firm is not to make any other determination, including any determination as to whether GAAP was followed, to the extent GAAP is inconsistent with the Transaction Accounting Principles. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Covidien and Mallinckrodt. All determinations made by the Independent Accounting Firm, and the Closing Statement, as modified by the Independent Accounting Firm, will be final, conclusive and binding on the Parties, absent fraud or manifest error. (d) For purposes of complying with the terms set forth in this Section 2.16, Mallinckrodt and Covidien shall cooperate with and make available to each other and their respective Representatives all information, records, data and working papers, in each case, to the extent related to the Mallinckrodt Assets, Mallinckrodt Liabilities or Mallinckrodt Business, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Closing Statement and the resolution of any disputes thereunder. (e) If the Adjustment Amount, as finally determined pursuant to Section 2.16(c), is greater than the Target Adjustment Amount, as finally determined pursuant to Section 2.16(c), by at least $20 million, then Mallinckrodt shall pay or cause to be paid an amount in cash equal to the difference from the first dollar (i.e., without regard to the $20 million threshold) to Covidien by wire transfer of immediately available funds to an account or accounts designated in writing by Covidien to Mallinckrodt. If the Adjustment Amount, as finally determined pursuant to Section 2.16(c), is less than the Target Adjustment Amount, as finally determined pursuant to Section 2.16(c), by at least $20 million, then Covidien shall pay or cause to be paid an amount in cash equal to the difference from the first dollar (i.e., without regard to the $20 million threshold) to Mallinckrodt by wire transfer of immediately available funds to an account or accounts designated in writing by Mallinckrodt to Covidien. Any such payment pursuant to this Section 2.16(e) is to be made within five (5) Business Days of the date on which the Adjustment Amount and the Target Adjustment Amount have been finally determined pursuant to this Section 2.16.
Special Permit from Relevant Ministerial/ Government Agencies and Foreign Capital Ownership Limitation Cultivation of Agricultural Germ Plasm, including food crops, horticulture, plantation, livestock (maximum foreign capital ownership 49%) with special permit from the Minister of Agriculture (ISIC 0111, 0112, 0113, 0121, 0122) Cultivation and Processing of Genetically Modified Organism (GMO) Products (maximum foreign capital ownership 49%) with special permit from the Minister of Agriculture (ISIC 0111, 0112, 0113, 0121, 0122) For each individual crop cultivation in an area of more than 25 hectares with special permit from the Minister of Agriculture: - Main food crops are corn, soy, peanuts, green beans, rice, cassava, sweet potato (maximum foreign capital ownership 49%) (ISIC 0111, 0112) - Other food crops are wheat, oats, barley, rye, millet, taro, and other food crops not classified elsewhere (maximum foreign capital ownership 95%) (ISIC 0111, 0112). For each individual crop culturing medium/nursery business with special permit from the Minister of Agriculture: - Main food crops are corn, soy, peanuts, green beans, rice, cassava, sweet potato (maximum foreign capital ownership 49%) (ISIC 0111, 0112) - Other food crops are wheat, oats, barley, rye, millet, taro, and other food crops not classified elsewhere (maximum foreign capital ownership 95%) (ISIC 0111, 0112). Estate Crops Plantation with an area equal to or more than 25 Hectares until a certain area stipulated in Regulation of Minister of Agriculture Number 26 of 2007, is subject to a maximum foreign capital ownership 95% and a special permit from the Minister of Agriculture : a. Without an integrated processing unit > Jatropha Curcas Plantation, Sugar cane and other sweetening plants, Tobacco plantation, Rubber and other latex producing plantation, raw material Textile Crop plantation, Cotton Plantation, Medicinal/pharmaceutical Crop plantation, Essential oil Crop Plantation, Other Crop plantations that are not classified in other locations (ISIC 0111, 0112) > Coconut plantation, Palm plantation, Crop Plantation for Beverage material (Tea, Coffee, and Cacao), Cashew plantation, Peppercorn plantation, Clove plantation, Other spices Crop plantations (ISIC 0113) b. With an integrated processing unit with an input capacity equal to or more than a certain capacity as stipulated in Regulation of Minister of Agriculture Number 26 of 2007 > Clove plantation and dry flower clove industry (ISIC 0113 & 0140), > Cotton plantation and cotton fiber and seed industry (ISIC 0111 & 1514, 1711), > Cashew plantation and cashew seed industry and Cashew Nut Shell Liquid (CNSL) (ISIC 0113 & 1531), > Peppercorn plantation and dry white peppercorn and dry black peppercorn industry (ISIC 0112 & 1531, 1549), > Jatropha Plantation and Jatropha Curcas Oil Industry (ISIC 0111 & 2429), > Sugar cane plantation, sugar industry, sugar cane, and sugar cane residue (ISIC 0111 & 1542), > Tobacco plantation and dry tobacco leaves industry (ISIC 0111 & 1600), > Coconut Plantation and coconut oil industry (ISIC 0113 & 1514), >Coconut Plantation and Copra, Fiber, Coconut Charcoal, Dust, Nata de coco industry (ISIC 0113, 1514 & 1549), > Palm Plantation and palm oil industry (CPO) (ISIC 0113 & 1514), > Cacao Plantation and cleaning, peeling and drying industry (ISIC 0113 & 0140, 1543), > Tea plantation and black/green tea industry (ISIC 011381549), > Essential oil Crop Plantation and Essential Oil industry (ISIC 0111, 0112, 0113 & 2429), > Coffee Plantation and Coffee sorting, cleaning and peeling industry (ISIC 0113 & 0140, 1549), > Rubber plantation and sheet, thick latex industry and crumb rubber industry (ISIC 0111 & 2519), > Seed plantation other than Coffee and Cacao and Seeds other than Coffee and Cacao cleaning and peeling industry (ISIC 0111, 0112, 0113 & 0140, 1531) Estate crops plantation with an area more than a certain area related as stipulated in the Regulation of Minister of Agriculture Number 26 of 2007, is required to have an integrated processing unit with an input capacity equal to or more than a certain capacity as stipulated in Regulation of Minister of Agriculture Number 26 of 2007, and is subject to maximum foreign capital ownership 95% and a special permit from the Minister of Agriculture: Clove plantation and dry flower clove industry (ISIC 0113 & 0140), Cotton plantation and cotton fiber and seed industry (ISIC 0111 & 1514, 1711), Cashew plantation and cashew seed industry and Cashew Nut Shell Liquid (CNSL) (ISIC 0113 & 1531), Peppercorn plantation and dry white peppercorn and dry black peppercorn industry (ISIC 0112 & 1531, 1549), Jatropha Plantation and Jatropha Curcas Oil Industry (ISIC 0111 & 2429), Sugar cane plantation, sugar industry, sugar cane, and sugar cane residue (ISIC 0111 & ▇▇▇▇), ▇▇▇▇▇▇▇ plantation and dry tobacco leaves industry (ISIC 0111 & 1600), Coconut Plantation and coconut oil industry (ISIC 0113 & 1514), Coconut Plantation and Copra, Fiber, Coconut Charcoal, Dust, Nata de coco industry (ISIC 0113, 1514 & 1549), Palm Plantation and palm oil industry (CPO) (ISIC 0113 & 1514), Cacao Plantation and cleaning, peeling and drying industry (ISIC 0113 & 0140, 1543), Tea plantation and black/green tea industry (ISIC 011381549), Essential oil Crop Plantation and Essential Oil industry (ISIC 0111, 0112, 0113 & 2429), Coffee Plantation and Coffee sorting, cleaning and peeling industry (ISIC 0113 & 0140, 1549), Rubber plantation and sheet, thick latex industry and crumb rubber industry (ISIC 0111 & 2519), > Seed plantation other than Coffee and Cacao and Seeds other than Coffee and Cacao cleaning and peeling industry (ISIC 0111, 0112, 0113 & 0140, 1531) Breeding and propagation of the following for an area of 25 hectares or over, until a certain area according to Regulation of Minister of Agriculture Number 26 of 2007 with maximum foreign capital ownership 95%, with a special permit from the Minister of Agriculture: > Jatropha curcas plantation, Sugar cane and other sweetening plant plantation, Tobacco plantation, raw material Textile Crop plantation, cotton plantation, Rubber and other latex producing plantation, Other crop plantations that are not classified in other locations, Medicinal/pharmaceutical crop plantation, Essential oil Crop Plantation (ISIC 0111, 0112) > Cashew plantation, Coconut plantation, Palm plantation, Crop Plantation for Beverage material, Peppercorn plantation, Clove plantation, Other spices crop plantation (ISIC 0113) Product processing plantation industry (harvesting and activities relating to harvesting) with an input capacity equal to or exceeding a certain limit as stated in the Regulation of the Minister of Agriculture Number 26 of 2007, with maximum foreign capital ownership 95%, with a special permit from the Minister of Agriculture: - Dry Clove Flower Industry (ISIC 0140)
