Distribution or Sale of CISA and IFMX Sample Clauses

Distribution or Sale of CISA and IFMX. The Company shall have taken all action necessary to effect the distribution of all of the capital stock or other equity interests in CISA and IFMX held by the Company, or the sale of such stock or interests and subsequent distribution of the proceeds therefrom, to the Shareholders in accordance with Delaware Law. In connection with any distribution of CISA, the Company shall comply with the requirements of Article 190 of Mexican income tax law and any other applicable provision of Mexican tax law. The Company also shall have obtained the proper authorization of the Ministry of Finance and Public Credit of Mexico or any such other Governmental Body.
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Distribution or Sale of CISA and IFMX. Any Taxes and Losses arising therefrom resulting from the transfer of all of the Company’s stock ownership interest in CISA and IFMX to the Shareholders prior to the Closing Date or, alternatively, any Taxes, Losses, and Expenses arising therefrom resulting from the sale of all of the Company’s stock ownership interest in CISA and IFMX and the distribution of the sale proceeds to the Shareholders prior to the Closing Date will each be Taxes treated as Pre-Closing Taxes pursuant to Section 10.1 for which Shareholders have an obligation to reimburse the Parent at such time as the applicable Tax Return is filed with the appropriate taxing authority, pursuant to the procedure set forth in Section 10.2. In connection with the transfer of all of the Company’s stock ownership interests in CISA and IFMX to the Shareholders, for purpose of calculating gain on the distribution of IFMX and CISA, the fair market value of the stock interest of IFMX and CISA shall be the amount specified in an appraisal prepared by CIBZ Valuation, Inc., an independent third party appraiser mutually acceptable to Parent and Shareholders. In connection with the sale of all of the Company’s stock ownership interest in CISA and IFMX to an unrelated third party, for purpose of calculating gain, the amount of the respective sale proceeds received by Company shall be deemed to be at fair market value. In connection with the sale of all of the Company’s stock ownership interest in CISA and IFMX to a third party that is a related party, for purpose of calculating gain, the fair market value of the stock interests of CISA and IFMX shall be the amount specified in an appraisal prepared by CIBZ Valuation, Inc. The adjusted tax basis of the stock interest of IFMX for both of the above transaction alternatives shall be calculated by KPMG LLP. The adjusted tax basis of the stock interest of CISA for both of the above transaction alternatives shall be calculated by KPMG LLP and shall be determined for U.S. tax purposes as well as Mexican tax purposes. All such appraisals and adjusted tax bases calculations shall be promptly provided to the Parent upon completion.

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