Taxpayer P, the purchaser, agrees to purchase from Taxpayer S, the seller, a single depreciable asset used by S in his trade or business (a single-member LLC treated as a sole proprietorship) for total purchase price is $10 million. The asset in question is depreciable tangible property (machinery) purchased by S for original purchase price by S of $4 million, used by S in the business, held for more than one year, and depreciated to a current tax basis in the hands of S of $1 million (i.e., the $4 million of original tax basis has been reduced by $3 million of depreciation to $1 million of remaining tax basis). There is no qualified indebtedness. P agrees to pay S a total of $10 million for the depreciable asset and the transaction is structured as a contingent installment sale with a maximum stated selling price of $20 million, with a $10 million payment due at closing, but plus a contingent payment of up to an additional $10 million, based on the profitability of P's business in the first 24 months of operations after purchasing the equipment, which contingent payment is due and payable on the second anniversary date (i.e., in