Ready to go with the LOI and just read that a C-corp's asset sale is complicated as the step up and asset/goodwill valuation (and more obviously the double taxation) are tricky.

HBS guide only says "With C-corporations in the United States, for example, there are prohibitive taxes involved with asset purchases" and then later "If the seller organized their company as a C-corporation, you will probably not be able to effect a step-up, because the tax consequences to the seller are so unattractive that your purchase would no longer work for them."

Do you have any insights (or suggestions on where to read more) on this topic?
Hoping this doesn't ruin the deal!