--0000000000004efc3005b60df776 Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Tim and Timothy, Thanks, received. Matt and I are not experts on on the legal side. Would you like us to have our attorneys review first or was there something that you wanted to go ahead and discuss beforehand? Initial reaction is that the Holdback is all or nothing and we're not sure why the NWC target is so low, but other than those two we don't see any business oriented points that should cause issues on our end (our attorneys will probably have some others, I'm sure, but that is after a quick skim on our end). On the franchise exhibit, your attorney may be right, so we can pass on his note and have our attorneys re-review it for you. The intent is certainly not to cease operations - it is just to close the franchise agreement in the right way as you convert to corporate. Again, we'll pass on his note and get back to you there. Separately, everything going ok up there? I have seen that the cases are rising again in Canada, as they have been in the US, but haven't read anything about Montreal specifically. Best, Lucas On Tue, Dec 8, 2020 at 12:26 PM Tim Thomas wrote: > Hi Lucas, > > Hope you're well. Please see our attorney=E2=80=99s comments below along= with the > relative documents attached. We would be available for a call as soon as > you have had a chance to review. > > Thanks. > > > Dear Tim and Timothy, > > Attached is the clean and compared revised share purchase agreement, > modified as per our discussions. > > As discussed, I have provided for a further adjustment for post closing > balance sheet refunds and other receipts, received by the Company within = 9 > months of the date of confirmation of the closing adjustments (Section 3.= 7). > > Given that there is a contemplated assignment by the Company to the Buyer > of the franchise agreements, it would seem that the intent of the purchas= er > is to cease operations of the Company and to continue such operations in > the Buyer entity. This has ramifications both in terms of the continuanc= e > of operations of the ordinary course for the purposes of establishing the > average weekly revenue for the 6 months post-closing as well as your > respective employment with the successor entity. > > It is not clear why it seems that the intent is for the Company to cease > carrying on its activities, and you need to verify with the purchaser gro= up > its intent in terms of the manner in which future operations are to be > conducted, as well as whether there is a possibility that this enterprise > will be owned or operated by a third party in the near future. > > > *Tim Thomas* > *Home Care Assistance (Montr=C3=A9al)* > Tel: 514.907.5065 > tthomas@homecareassistance.com | > Homecareassistancemontreal.ca > > > > > > --=20 Lucas Motro Director of Corporate Development Home Care Assistance www.homecareassistance.com --- Read Our Testimonials Join Our Newsletter We Are Hiring! [im