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Is it an asset deal? Because the proceeds could be allocated to certain assets that could generate gain while having an overall loss on the sale of the business. You’d only have recapture to the extent of gain on the sale of an asset.
FMV of assets to be agreed upon in the PPA (usually NBV, but could be net tax value) less the net tax value gets you to your ordinary income recapture
Always CohnReznick with the posts that could easily be googled….