Was this covered in the letter of intent? If this is the first draft, it should be able to be negotiated, but realize that the valuation should change, based on a reduction of assets included in the sale. Be prepared to extend the negotiation period by possibly quite a bit of time, or a rejection. This is why it is so important to review all aspects in detail early in the discussions. Good luck. Do you have a good business lawyer on your team? The accountant is good for financial review, but a lawyer is needed to protect your interests.