Exhibit 10.4
BILL OF SALE
Minnesota Valley Irrigation, Inc. - ▇.▇. ▇▇▇▇▇▇ Company
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, MINNESOTA VALLEY IRRIGATION, INC., a Minnesota corporation
(the "Seller") does hereby sell and convey to ▇. ▇. ▇▇▇▇▇▇ Company, a Minnesota
corporation, or its assigns, (the "Purchaser") effective November 1, 1998, any
and all of Seller's right, title and interest in and to all personal and real
property described in Exhibit A attached hereto, and all customer and supplier
lists, mailing lists, files, books, accounts receivable schedules, publications,
advertising materials, and other records and data located on the business
premises and used in connection with the operations of Seller conducted on the
business premises as is, where is, and except as set forth in the following
sentence, without warranty, express or implied, of merchantability or fitness
for a particular purpose. Seller represents and warrants that it is the sole
owner of such personal and real property and has full right and power to sell
and transfer such personal and real property.
Purchaser is not assuming any liabilities of the seller not otherwise
described in Exhibit B.
TO HAVE AND TO HOLD all of said personal and real property unto Purchaser,
its successors and assigns, to its own use forever.
IN WITNESS WHEREOF, ▇▇▇▇▇▇ has executed this Bill of Sale as of the 30 day
of March, 1999.
MINNESOTA VALLEY IRRIGATION, INC.,
A Minnesota Corporation
By: /s/▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
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Title:
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▇.▇. ▇▇▇▇▇▇ COMPANY
A Minnesota Corporation
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Secretary
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Minnesota Valley Irrigation
Exhibit A - Schedule of Personal and Real Property Acquired
Cash $ 281,348
Accounts Receivable 1,143,613
Inventory 3,120,883
Prepaid and Other Expenses 14,131
Equipment (see attached list) 166,754
Vehicles (see attached list) 2,465
Lot - ▇▇▇▇▇▇'▇ Addition - Lot 002, Block 001 5,174
Lot - ▇▇▇▇▇▇'▇ Addition - Lot 003, Block 001 5,174
Land and Building - Sec-08, Twp-134, Range-035.
Pt of NE 1/4 of NW 1/4 Com at Pt on N Li
of SD 40. 32 Rds W of the NE Cor Thereof,
Th S 1 Deg W to a Pt 339.2 Ft at Rt
Angles from the N R of W Li of TH 10; Th Wtly
Parallel 260,869
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Total $ 5,000,412
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Minnesota Valley Irrigation, Inc
Exhibit B - Schedule of Assumed Liabilities
Accounts Payable $ 1,007,529
Notes Payable - RDO Equipment 895,000
Accrued Liabilities 277,259
Contract Payable 100,000
Note Payable - Ag Capital 110,555
Note Payable - RDO Equipment Co. 2,380,000
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$ 4,770,343
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Minnesota Valley Irrigation, Inc.
Asset Purchase
Settlement Sheet
Assets Purchased $ 5,000,412
Liabilities Assumed 4,770,343
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Net Due $ 230,069
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