--_005_YQXPR01MB2488846EB86B23B8D8629DF8AEBE0YQXPR01MB2488CANP_ Content-Type: multipart/alternative; boundary="_000_YQXPR01MB2488846EB86B23B8D8629DF8AEBE0YQXPR01MB2488CANP_" --_000_YQXPR01MB2488846EB86B23B8D8629DF8AEBE0YQXPR01MB2488CANP_ Content-Type: text/plain; charset="iso-8859-1" Content-Transfer-Encoding: quoted-printable The way I understand it, the estimated pre-closing accrued and unpaid incom= e taxes of approx.. $326,000 have been deducted as an adjustment to the wor= king capital adjustment, as anticipated and there will be a further minor a= djustment once the tax assessment has been issued for that period, dependin= g on any variance from that amount. With respect to the final working capital adjustment however, are you comfo= rtable with the calculation and the net amount confirmed today of $659,000?= There is a large discrepancy between this figure and the proposed estimat= e of $1,793,000 submitted last Thursday. I don't understand where the redu= ction came from, as this is before factoring in the estimated income tax de= bt. At what phone number can I reach you? Michael Gaon Associ=E9 / Partner 514-878-2861 ext. 115 mgaon@kklex.com [kkemail] From: Tim Thomas Sent: January-24-21 3:47 PM To: Michael Gaon Cc: Tim Thomas Subject: Fwd: Montreal - Tax return for period 5/1/20-1/24/21 Michael, Forwarding you several emails from the buyer. The one below speaks to your= question regarding the unpaid taxes. [cid:image002.png@01D6F273.89749C90] Tim Thomas Home Care Assistance (Montreal) Inc. 4464 Ste. Catherine Ouest Westmount, Quebec H3Z 1R7 Tel: 514 907 5065 tthomas@homecareassistance.c om www.homecareassistancemontreal.ca Blog: Home Care Assistance Montreal Facebook: HCA Montreal Facebook Twitter: HCA Montreal Twitter Begin forwarded message: From: Lucas Motro > Subject: Montreal - Tax return for period 5/1/20-1/24/21 Date: January 24, 2021 at 3:05:14 PM GMT-5 To: Tim Thomas >, Timothy Thomas > Cc: Mike Schantz >, "Cross, Rose" >, Yaron= a Marks >, Alex Ferguson > Tim, Timothy, Per your request - See below for the process for the taxable period 5/1/20-1/24/21. This is co= nsistent with what we heard but I needed Rose Cross (Tax Partner, BDO) to e= xplain it to outline it more coherently. * Company has to actually pay the bill, so the Company is liable * This is included in the definition of Indebtedness * Sellers will prepare the filing, new Company owners will do a quick r= eview prior to filing * For timing, we need to and should easily be able to do this within= the first 90 days after close, to be included in the real Closing Balance = Sheet and corresponding adjustment * From a strictly tax perspective, however, we have up to 6 month= s after close * Payment will be made by the Company out of the Company bank account * Any difference between the paid and the $326,750 estimate will of cou= rse result in an adjustment between Sellers and the Company Rose will likely be the advisor coordinating from a tax perspective on our = side. Th