--000000000000f2741605b95f32fd Content-Type: multipart/related; boundary="000000000000f2741505b95f32fc" --000000000000f2741505b95f32fc Content-Type: multipart/alternative; boundary="000000000000f2741305b95f32fb" --000000000000f2741305b95f32fb Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable On Wed, Jan 20, 2021 at 8:43 PM Lucas Motro wrote: > Hi Tim, > > The items he mentions are on your end but should not be difficult. See 3.= 2 > and 3.3 (attached for easy reference) with what we provide and you provid= e > at close. > > Note that a couple of items are exhibits in the SPA -- meaning, on Monday > we just sign the remaining exhibits. > > BDO is working on the closing statement and they should have it circulate= d > to us soon. It will just show the purchase price and the adjustments. > > Cheers, > Lucas > > On Wed, Jan 20, 2021 at 8:28 PM Tim Thomas > wrote: > >> Lucas, >> >> See the email below from our attorney who for some reason has sprung thi= s >> on us at the eleventh hour. >> >> We have a call first thing with him tomorrow to discuss. >> >> Will you be providing any of these items? >> >> >> >> >> >> *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: *Michael Gaon >> *Subject: **Re: Closing* >> *Date: *January 20, 2021 at 7:56:19 PM GMT-5 >> *To: *Timothy Thomas >> *Cc: *Kathy Kis , Tim Thomas > tthomas@homecareassistance.com> >> >> =EF=BB=BFYes but I am not sure who is running >> this closing and how this is supposed to work. >> >> No closing agenda has been prepared and circulated. >> >> I have never been in direct communication with buyer=E2=80=99s counsel. >> >> A closing required corporate documents to be prepared along the followin= g >> lines: >> >> - endorsed share certificates amd delivery thereof with the corporate >> minute book; >> >> -transfer forms; >> >> -board resolutions approving the share transfer; >> >> -resignations of officers and directors; >> >> - resignation of existing directors and officers; and >> >> -mutual releases between the corporation and the directors amd >> shareholders. >> >> Has this all been attended to? I have not been made privy to anything >> other than the share purchase agreement to date; >> >> -repayment of corporate loans and releases of security by the lender. >> >> Yours truly, >> >> >> *Michael Gaon *Associ=C3=A9 / Partner >> 514-878-2861 ext. 115 >> *mgaon@kklex.com * >> *KUGLER KANDESTIN LLP* >> >> >> >> >> >> On Jan 20, 2021, at 7:31 PM, Timothy Thomas >> wrote: >> >> =EF=BB=BF >> We need to time this with the end of a payroll period which is Monday at >> 12:01am >> >> Does 9am work for you? We will try and reach