[Your Name] [Your Address] [City, State, ZIP] [Email Address] [Phone Number] [Date] [Recipient Name] [Recipient's Position] [Company Name] [Company Address] [City, State, ZIP] Re: Revised Asset Purchase Agreement Dear [Recipient's Name], I hope this letter finds you in good health and high spirits. I am writing to discuss the revised terms of the Asset Purchase Agreement for the [Company Name] acquisition, which was originally dated [Date of Original Agreement]. As you are aware, our companies have been working diligently towards finalizing the acquisition agreement. However, after careful consideration and prolonged negotiations, certain changes have been proposed to enhance the terms and conditions of the Asset Purchase Agreement to better reflect the mutual interests and goals of both parties involved. The revised Asset Purchase Agreement addresses several key aspects, including but not limited to: 1. Purchase Price: The revised agreement stipulates a revised purchase price to accurately reflect the current valuation and economic conditions, ensuring a fair outcome for both parties. 2. Payment Terms: The revised agreement includes revised payment terms, providing for more flexibility in structuring the payment schedule to accommodate both parties' financial capabilities and obligations. 3. Representations and Warranties: The revised agreement updates the representations and warranties made by both parties to better reflect the accurate state and condition of the assets being acquired, minimizing any potential risks and liabilities. 4. Due Diligence Period: The revised agreement extends the due diligence period to allow for a more comprehensive evaluation of the assets, ensuring both parties have ample time to conduct appropriate investigations and assessments before closing the transaction. 5. Closing Date: The revised agreement sets a new closing date, accommodating any necessary adjustments resulting from the changes made in the agreement and allowing both parties to adequately prepare for the successful transfer of assets. It is important to emphasize that these revisions have been proposed to enhance the agreement's clarity, fairness, and protection for both parties involved. We believe that these changes will lead to a more favorable outcome and strengthen the overall transaction. I kindly request your thorough review and consideration of the revised Asset Purchase Agreement. Should you have any questions or concerns regarding the proposed changes, I am more than happy to discuss them further to ensure complete understanding and agreement. Thank you for your time and attention to this matter. We are excited about the potential this revised agreement holds for our businesses and look forward to reaching a mutually beneficial resolution. Please provide your feedback and required revisions, if any, by [deadline, typically 10 business days from the date of this letter]. Best regards, [Your Name]