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However, during the same period, on January 6, another oil company, Texaco, came into the picture as it publicly announced that Texaco and Getty Oil would merge. Pennzoil protested the proposed merger, and Getty Oil filed a law suit for the court to issue a declaratory judgment that it was not bound by any contract it had with Pennzoil.

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.

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