Apologies if this is an ignorant question. I am under LOI for a warehousing business. The purchase price is $7m. Of that, $4m is inventory. The seller just asked about moving the transaction from an asset sale to a stock sale and I am trying to understand my tax implications for doing so. For simplicity, lets say the asset sale would be broken up as $4m in inventory and $3m in goodwill. I know goodwill is depreciable over 15 years. The inventory represents about 3-4 months. From a practical standpoint, would I get any tax benefits from depreciating the inventory? Or since I will likely sell it all before year end is the depreciation expense going to be near $0.