Again noted with thanks. I'm waiting for tax guru/CPA I know to pick her brains when she's back from extended trip. In the meantime I'm trying to  formulate some guidelines for owner's sale of company.
Up until yesterday the Acquiring co. was going to purchase our assets. Now they want to buy the stock instead for our 3ea S Corp entities. We have substantial S Corp Suspended losses which want to utilize for current owner. Thanks so much for your input.