Royal Service, a large company, has offered $100 million to purchase a General Manufacturing company. Royal Service is open to numerous ways to structure the deal: a stock or an asset purchase, and they are willing to give cash or their own stock. For General Manufacturing, each of the two shareholders have a stock basis of $40 million; the adjusted basis of assets is $80 million; and there is a $50 million NOL carry-forward. Discuss the Federal tax and State and Local tax consequences under all scenarios. Assume the stock of General Manufacturing is owned by 50% by an individual and 50% by a C corporation. Write a memo providing detailed numbers to Royal with your recommendations.