I agree that there is no Section 754. Your basis is what you paid and there is no discrepancy between inside and outside basis with these facts.
A Section 754 comes into play had the partnership stayed in place but had a change. In these cases, there is generally a discrepancy between inside and outside basis. That is when Section 754 comes into play. You can't have a Section 754 without a partnership and in your case there is no longer any partnership.
Attached is a link to Rev Rul 99-6 which deals with this issue and you are situation 2
https://www.irs.gov/pub/irs-drop/rr-99-6.pdf
The language of the purchase agreement is inaccurate.
Additionally, the buyer and sell need to complete form 8594 for the purchase price allocation. Each must attach this form to their respective tax return. This form 8594 must agree between the buyer and seller.
https://www.irs.gov/pub/irs-pdf/f8594.pdf
https://www.irs.gov/pub/irs-pdf/i8594.pdf
*A reminder that posts in a forum such as this do not constitute tax advice.
Also keep in mind the date of replies, as tax law changes.
