Re: Holdback payment in May - URGENT (Canada - Waterloo & Oakville)

--000000000000424ab406178e322f Content-Type: multipart/alternative; boundary="000000000000424ab306178e322e" --000000000000424ab306178e322e Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable approved On Fri, May 3, 2024 at 9:57=E2=80=AFAM Laszlo Kovacs wrote: > Ok- Thanks all. We will get a wire setup for Monday (the 6th) to get the > payment out for this year. (Paul =E2=80=93 Can you please approve) > > > > Kate =E2=80=93 Can you please check if we have the payment instructions f= or this > one in the Treasury folder? If not, we=E2=80=99ll need to reach out to An= jana, Matt > & Angie for clarity on if this is one payment or multiple and what the > payment instructions should be. > > > > Thanks, > > > > *From:* Rebecca Ng > *Sent:* Thursday, May 2, 2024 6:40 PM > *To:* Geraldine Nath > *Cc:* Steve Koyanagi ; Timothy Thomas ; > Kate Goodrich ; Laszlo Kovacs laszlo.kovacs@thekey.com>; Nina Kani ; > brian.fialko@thekey.com > *Subject:* Re: Holdback payment in May - URGENT (Canada - Waterloo & > Oakville) > > > > Payment of $135,068.84 CAD was made on 05/16/2023. There was $24,931.16 > CAD deducted from 2023 $160k CAD payment for pre-close royalties payables > per Lucas' notes. > > > > We have $320k CAD accrued in GL account 210200-Escrow in HCA Canada > subsidiary/location ($160k CAD for 2024 and $160k CAD for 2025). > > > > > > Thank you, > > > > Rebecca > > > > On Thu, May 2, 2024 at 4:16=E2=80=AFPM Geraldine Nath > wrote: > > All: > > > > Looping in Rebecca who handles the accounting for this. Rebecca, can you > answer the questions below? > > > > *gerri nath* > > Chief Accounting Officer, TheKey > > Mobile: 561-879-0132 > > > > > > *From:* Steve Koyanagi > *Sent:* Thursday, May 2, 2024 3:05 PM > *To:* Timothy Thomas > *Cc:* Geraldine Nath ; Kate Goodrich kate.goodrich@thekey.com>; Laszlo Kovacs ; Nina > Kani > *Subject:* Re: Holdback payment in May - URGENT (Canada - Waterloo & > Oakville) > > > > Hi Team, > > > > I reviewed the share purchase agreement ("SPA") and here is the > background. This deal closed on 3/23/22 and as part of the transaction 48= 0k > of the purchase price was held back to account for indemnity claims. > > > > On an annual basis for 3 years post-close, we are required to pay back 1/= 3 > of the holdback amount (160k) within 45 days of the closing date > anniversary. This means we should have paid 160k back to the Seller in M= ay > 2023. Can you confirm this was done? > > > > Legal is not aware of any indemnity claims so this means 160k would be du= e > on 5/6/24. Was this previously accrued? I know Kirk (and Lucas on his > deals) would usually work with the finance team. > > > > If helpful, happy to jump on a call to discuss further. > > > > > > > > > > > > On Thu, May 2, 2024 at 7:52=E2=80=AFAM Steve Koyanagi > wrote: > > I=E2=80=99ll research and circle back asap. > > > > FYI this is the first I=E2=80=99ve heard about it as they did not reach o= ut to me. > > > *Steve Koyanagi * > > Ass