--00000000000019c0a305acb7c905 Content-Type: multipart/alternative; boundary="00000000000019c0a005acb7c903" --00000000000019c0a005acb7c903 Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable Hi Tim, Timothy, Great news :). The revised LOI is attached. You'll also see responses below. We kindly ask for signature by COB tomorrow. Congrats again, guys. Thanks, Lucas On Tue, Aug 11, 2020 at 3:57 PM Lucas Motro wrote: > Thanks, Tim and Timothy, we have received your email and have our > attorneys doing a review. We will ask to save some of the finer legal > points for the SPA when we have a real, binding document. I don't expect > movement on purchase price but we are escalating to see if there is any > room (again, the indication so far is that if keeping a stock deal there = is > no room, but I am escalating further). > > Best, > Lucas > > On Mon, Aug 10, 2020 at 12:19 PM Tim Thomas tthomas@homecareassistance.com> wrote: > >> Hello Lucas, >> >> 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 respec= t >> to the LOI: >> >> -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 busines= s >> prospects; Let's wait for the SPA. We have removed the only reference to >> covid-19 in the LOI, which simply suggests that you would alert us to >> material covid related changes during the exclusivity period (as a >> gentlemen's agreement, we would just ask that you keep us up to date wit= h >> what is going on up there with the virus). >> >> -we aren=E2=80=99t clear as to the wording near the end of the penultima= te >> paragraph of Section 2 as to materiality qualifiers being disregarded fo= r >> 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 without effect. Kindly consider >> removing this wording; The intent of the tipping basket is to protect >> you and us from "nickel and diming" - in other words, to discourage us f= rom >> making claims. With the tipping basket, we have to wait to have $25k in >> losses before seeking indemnification (which rarely happens). The phrase >> you refer to just says that we start "counting" the loss as of the first >> dollar of loss, even though the tipping basket will require that we have >> $25k+ of materiality before anyone has option to take action. >> >> -As to the requirement of tail insurance, [we ask that this be rem