Carbon Tax:

• Agreement: $219,189.62 agreed to be released from escrow for the vendor's share of the carbon tax.
• Dispute: Whether the vendor was also responsible for related interest and penalties.
• Decision: Vendor not responsible for post-closing interest and penalties as per the share purchase agreement (SPA) and escrow holding agreement (EHA).

Legal Fees:

• Claim: Purchaser claimed legal fees associated with enforcing the EHA.
• Decision: Legal fees not covered by the escrow arrangements; not addressed within the scope of escrow obligations.

Corporate Tax and GST:

• Dispute: Calculation of GST debt as of closing.
• Decision: Vendor responsible for $33,573.31 after considering all applicable tax credits and adjustments.

West Country Holdback:

• Settlement: Parties settled a claim for $30,000, with legal costs of $3,371.
• Decision: Vendor responsible for half the settlement amount ($15,000) but not the legal costs, as these were not covered by the escrow arrangement.

Change-of-Control Financial Statements Holdback:

• Dispute: Responsibility for the cost of certain financial reports.
• Decision: Vendor liable for $21,585, half the cost of standard financial reports, but not for additional, non-standard reports.

Conclusion:

Key Legal Points and Decisions: