--Apple-Mail=_5ABE0966-6D4A-41CD-B6F2-7FCE4D083752 Content-Transfer-Encoding: quoted-printable Content-Type: text/plain; charset=utf-8 Hello Michael, Thank-you for following up. We have had good discussions on the items = in question and have mutually agreed to address them during the = examination period. Having said that, they have increased the offer to = $5.5 U.S. As a result, we have just signed the LOI. We will surely be in touch in = the coming weeks. Thanks again. Tim Thomas Home Care Assistance (Montr=C3=A9al) Tel: 514.907.5065 tthomas@homecareassistance.com | = Homecareassistancemontreal.ca = > On Aug 18, 2020, at 9:10 AM, Michael Gaon wrote: >=20 > Dear Tim, > =20 > I am wondering whether you received a response over the last week. > =20 > Please let me know, thank. > =20 > Michael Gaon > Associ=C3=A9 / Partner > 514-878-2861 ext. 115 > mgaon@kklex.com > > =20 > =20 > =20 >=20 > =20 > From: Timothy Thomas >=20 > Sent: August-11-20 3:46 PM > To: Michael Gaon > > Cc: Tim Thomas (tthomas@homecareassistance.com = ) >; Kathy Kis > > Subject: Re: Home Care Assistance > =20 > Hi Michael, > =20 > We sent over the response yesterday afternoon and have not heard back. > =20 > Thanks, > Tim > =20 > On Tue, Aug 11, 2020 at 3:41 PM Michael Gaon > wrote: > Please let me know how things are progressing and whether you have = sent back a reply to the franchisor yet. > =20 > Thank you. > =20 > Yours truly, > =20 > Michael Gaon > Associ=C3=A9 / Partner > 514-878-2861 ext. 115 > mgaon@kklex.com > > =20 > =20 > =20 >=20 > =20 > From: Michael Gaon=20 > Sent: August-10-20 3:02 PM > To: Timothy Thomas >; Tim Thomas = (tthomas@homecareassistance.com ) = >; Kathy Kis > > Subject: RE: Home Care Assistance > =20 > I have revised the proposed reply to Lucas as per the message below. = I have proposed that they drop this request and simply renew the policy = as would be expected in the circumstances. > =20 > =20 > =E2=80=9CDear Lucas, > =20 > Thank you for sending us the letter of intent. We appreciate you = having accommodated us on the structure of the purchase, as a share = purchase transaction. We have the following comments and suggestions = with respect to the LOI: > =20 > -in terms of representations and warranties, we will want the SPA to = set out an express disclosure by us and an express waiver by you as to = the existence of potentially adverse consequences to the business due to = the pandemic, given that no one is in a position to anticipate whether = the effects of this might be positive or negative in terms of future = business prospects; > =20 > -we aren=E2=80=99t clear as to the wording near the end of the = penultimate paragraph of Section 2 as to materiality qualifiers being = disregarded for the purposes of determining whether or not a breach has = occurred. Our counsel has advised that this is the sole purpose of a = materiality qualifier such that the proposed wording would render the = materiality aspect of a representation or warranty with