A taxpayer (TP) is selling his business which consists of a variety of classifications of assets (real, personal, and intangible). All the assets are low basis assets (i.e. fully depreciated, except of course the land). The parties have agreed on a purchase price, but are disputing the allocation, as well as the form of the sale (i.e. stock vs. asset sale). Please comment on the desired form of the sale from each party’s perspective; and, if it were an asset sale, how the respective parties would want the price allocated.