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In sum, the rationale underlying the Seller's demand for LOI, can essentially be summed up as follows: 1) That giving an LOI to a seller by a prospective buyer, is an indication that the buyer is "serious" and willing to purchase; 2) That use of the LOI is the usual way of initiating a purchasing proposal by a buyer, and is the right and proper way to go; and 3) That there is nothing for anyone in the deal to lose by a prospective buyer signing an LOI.

The lawyers add that: "This is the legal problem with a Letter of Intent _ you can't legally state you agree to something and then state that you don't in the same document." Famous Case of a Letter of Intent Gone Bad: Court Case of GETTY OIL vs. PENNZOIL

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