A consortium of investors led by Elon Musks x.AI offered to buy OpenAI for $97.4 billion this week. OpenAI CEO Sam Altman has dismissed the proposal, which would gum up OpenAIs planned conversion from a non-profit, something Musk is attempting to block in a lawsuit.Altmans lawyers argued in a Wednesday filing that Musk cant have it both ways: attempt to buy OpenAIs assets and also try to stop it from changing its non-profit status. Musks team responded thatit would withdraw the bid if OpenAI ceased its attempts to convert itself from a non-profit.Meanwhile, as a part of these filings, the full letter of intent from Musks team to buy OpenAI was made public.Heres 5 key details we learned from that letter and other legal filings to shed light on this ongoing, and rather messy, dispute.Clear deadline setThe unsolicited offer from Musks group comes with a specific expiration date: May 10, 2025. There are exceptions to the deadline if the deal is finalized beforehand, both sides agree to end discussions, or OpenAI formally rejects the offer in writing.Despite Altmans public dismissals, including a joking counteroffer to buy X for a tenth of the price, OpenAIs board hasnt formally rejected the offer yet as boards are typically required to legally evaluate such offers, even from competitors.All-cash transactionMusks consortium, which includes VCs like Joe Lonsdales 8VC and SpaceX investor Vy Capital, is offering exactly $97.375 billion to buy out OpenAI, and says in the letter 100% of the purchase price would be paid in cash.This is notable since Musk hasnt shied away from using debt in the past, borrowing $13 billion from banks to buy Twitter (now X) in 2022. His net worth has increased substantially since then, floating around $400 billion, according to some estimates, since the election of his new ally Donald Trump.However, the letter names seven investors, including Musks AI company X.AI as well as unnamed others, meaning Musk isnt using his personal fortune to finance this.Full access to books and personnelPrior to forking over all that cash, the buyers want to examine OpenAIs financial and business records, along with access to OpenAI staff for interviews. That means everything from assets, facilities, equipment, books, and records, according to the letter.While this is a normal part of due diligence, especially for an offer as big as $97.4 billion, this could also give Musks x.AI an OpenAI competitor access to sensitive internal information. And once theyve seen it all, their diligence could also provide them with a reason to withdraw their offer.The offer could undermine Musks lawsuitThe $97.4 billion bid to acquire OpenAI contradicts Musks legal claims that the startups assets cant be transferred away for private again, OpenAI lawyers argued in a court filing in the lawsuit on Wednesday.OpenAI suggested the offer isnt serious, but an improper bid to undermine a competitor. However, Musks consortium says their offer is indeed serious and that its cash would go to OpenAIs non-profit to further its mission.Musk may withdraw if OpenAI stays a non-profitMusks legal team says he will drop his bid to acquire OpenAI if the board commits to keeping it as a non-profit, according to a court filing on Wednesday.The filing argues that Musks buyout offer is a genuine one, stating that the non-profit should receive fair market value for its assets based on what an independent buyer would pay.This seems to validate what some pundits have alleged: that the offer was intended to drive up the price Altman would have to pay to take the company private.In a statement, the lawyer representing OpenAIs board said Musks bid doesnt set a value for [OpenAIs] non-profit and that the non-profit is not for sale.