0001003297-04-000362 Sample Contracts

LIQUIDATING AGREEMENT
Liquidating Agreement • August 16th, 2004 • Home Solutions of America Inc • Services-management services • Texas

This Liquidating Agreement (Agreement) is made and entered into by and between Home Solutions of America Inc. ("HSA") and Acstar Insurance Company ("Acstar").

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FOURTH AMENDMENT TO STOCK PURCHASE AGREEMENT AND GLOBAL SETTLEMENT AND RELEASE AGREEMENT
Stock Purchase Agreement and Global Settlement and Release Agreement • August 16th, 2004 • Home Solutions of America Inc • Services-management services • California

This Fourth Amendment to Stock Purchase Agreement and Global Settlement and Release Agreement (this "Agreement") is made and delivered as of June 2, 2004, by and among Home Solutions of America, Inc., a Delaware corporation ("Buyer"), P.W. Stephens, Inc., a California corporation and wholly-owned subsidiary of Buyer ("PWS") and Jane C. Barber, an individual resident of the State of California ("Seller") and Spruce MacIntyre Holdings Corporation, a Nevada corporation ("Spruce").

Home Solutions of America, Inc. Amended and Restated Promissory Note
Home Solutions of America Inc • August 16th, 2004 • Services-management services

This Amended and Restated Promissory Note (the "Note") is issued jointly and severally by Home Solutions of America, Inc. formerly known as Nextgen Communications Corporation, a Delaware corporation ("HOM"), and P.W. Stephens, Inc., a California corporation ("Stephens" and together with HOM, collectively, individually, jointly and severally an "Obligor") to Jane C. Barber, an individual (the "Holder"), pursuant to Section 2 of that certain Fourth Amendment to Stock Purchase Agreement and Global Settlement and Release Agreement (the "Fourth Amendment") of even date herewith, pursuant to which each Obligor and the Holder, among others, have settled certain disputes among themselves and other parties. Pursuant to the Fourth Amendment, this Note is being issued in exchange (in full substitution for and replacement of) for that certain Promissory Note (the "Original Note") dated as of November 1, 2002, in the original principal amount of $1,444,100, issued by HOM to the Holder, which curren

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