In August 1994, plaintiff Innophos paid more than $530 million to acquire Rhodia Fosfatados and other specialty phosphate businesses from defendants. The purchase and sale agreement requires that defendants indemnify plaintiff for all "Taxes" assessed for periods prior to the closing date. Three months after the deal closed, the Comisión Nacional del Agua (CNA) (National Water Commission), an agency of the Mexican government, assessed Innophos Fosfatados (the successor...
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