--Apple-Mail=_00767770-2B87-43C6-87CC-B797FBCEF587 Content-Transfer-Encoding: quoted-printable Content-Type: text/plain; charset=utf-8 That=E2=80=99s great Lucas=E2=80=A6thank-you. We have reviewed things with our attorney and he is updating. Should = have the agreement back hopefully sometime this morning. Tim Thomas Home Care Assistance (Montr=C3=A9al) Tel: 514.907.5065 tthomas@homecareassistance.com | = Homecareassistancemontreal.ca = > On Jan 12, 2021, at 8:23 PM, Lucas Motro = wrote: >=20 > Tim, Timothy, >=20 > I was able to confirm that we can pay in Canadian -- i.e., we will pay = CAD $7,140,000 (CAD $6,500,000 at close). >=20 > Hopefully that is good news. So, you can simply update the purchase = price figures (updating the USD figures with the CAD figures) when you = send us the final. >=20 > Thanks, > Lucas >=20 > =20 >=20 > On Tue, Jan 12, 2021 at 5:59 PM Lucas Motro = > = wrote: > Guys, >=20 > I am still trying to get a hold of Mike on Fx rate mechanics but = hopefully will get back sometime tonight. >=20 > On Tue, Jan 12, 2021 at 12:00 AM Lucas Motro = > = wrote: > Tim, Timothy, >=20 > See attached for the SPA. We should basically be to an execution copy. >=20 > Also, see below commentary from the attorneys with items for you to = fill in. You can ignore the blank table rows. They asked me to specify = the three vehicles and photocopier lease amount but you can just fill it = in. >=20 > If you guys need anything in the exhibits (e.g., legal proceeds, = caregivers not appropriately credentialed), feel free to fill it out = now, otherwise we look like we are in good shape. >=20 > We can talk about signing timing and close timing tomorrow and then = fill in those dates. Exchange rate as well. >=20 > Chat tomorrow. >=20 > Best, > Lucas >=20 > 1. Please let us know the relevant information to complete the = following brackets: In Definition of "Indebtedness,"=20 >=20 >=20 >=20 > Definition of =E2=80=9CIndebtedness=E2=80=9D >=20 > =E2=80=9C=E2=80=A6(vii) all capital leases (other than any capital = leases related to three vehicles and photocopiers used in the ordinary = course of business in an amount not to exceed $[=E2=97=8F])=E2=80=9D >=20 >=20 >=20 >=20 > 2. We also note there are a number of open brackets that require = completion by the Owners: >=20 > a. Preamble Identify of Owners=E2=80=99 = Representative >=20 > b. Section 4.2(r)(xxvii) Canadian Excise Tax Act = registration information >=20 > c. Section XX Notice Information >=20 > d. Exhibit VI Date of Franchise = Agreement >=20 > e. Exhibit VI Contact Information >=20 >=20 >=20 > Please see below for one additional location where they=E2=80=99ll = have to complete the bracket for the franchise agreement. >=20 > a. Definitions Date of Franchise Agreement >=20 > Lastly, please note we have also kept the representation in Section = 4.2(p). Please let them know that we do not agree that the =E2=80=9Cfairl= y presents=E2=80=9D representation cannot be made - since the = representatio