Jesse Is Negotiating a Purchase of ZED Inc

Jesse is negotiating a purchase of ZED Inc.Which of the following is true if Jesse purchases the assets of the corporation rather than the shares from the company's sole shareholder, Jude?

A) Payment of the purchase price will flow directly to Jude.
B) Jesse will have no choice but to assume the liabilities of KCI.
C) ZED Inc.may be subject to business income and capital gains.
D) Jude will be eligible to use for the capital gains deduction on the sale.