[Verse 1] When titans collide in boardroom ballet Two companies dance through acquisition's maze Target and buyer shake hands on the stage While lawyers dissect every financial page Due diligence crawls through the books like a spy Seeking the secrets that balance sheets hide [Chorus] Reps and warranties, shield me from lies Tell me your truth before dollars fly MAC clause protection when storms arrive Material adverse changes can't survive Indemnify, escrow the risk away M and A deals are built this way [Verse 2] Representations paint the target's portrait "We own these assets, no lawsuits in wait" Warranties promise the picture stays true "If anything's false, we'll compensate you" Knowledge qualifiers soften the blow "To our awareness" limits what they owe [Chorus] Reps and warranties, shield me from lies Tell me your truth before dollars fly MAC clause protection when storms arrive Material adverse changes can't survive Indemnify, escrow the risk away M and A deals are built this way [Bridge] No-shop provisions lock the seller tight Can't window-shop for a better price Breakup fees punish the wandering eye Collar adjustments when stock prices die Survival periods tick down the clock Some reps endure while others unlock [Verse 3] Disclosure schedules list exceptions clear "Except as noted" makes problems appear Materiality thresholds filter the noise Only big issues disturb the buyer's poise Sandbagging questions haunt the closing bell Can buyers sue for what they knew too well? [Final Chorus] Reps and warranties, shield me from lies Tell me your truth before dollars fly MAC clause protection when storms arrive Material adverse changes can't survive Indemnify, escrow the risk away M and A deals are built this way [Outro] Purchase price held in escrow's embrace Insurance policies cover the space When companies merge in legal embrace Every protection must find its place
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