Thank you both for your most valuable input. To clarify one last thing for now.... Would you agree that the $400K non-compete clause (ordinary income) can be offset by applying the suspended losses at S Corp level? Consequently flowing via  S Corp K-1 to Form 1040 Schedule E: NOI $400K/Suspended losses - $400k/ Cap Gain $1.5M.  This assumes $2m sales price comprised of $400k non-compete and $1.6M Assets sale.  (less other F.A $100K).  This is only part of a bigger puzzle. But a big step.   THANKS MUCH APPRECIATED