Representations and Warranties of Omnicom. (i) The representations and warranties of Omnicom set forth in Section 4.1(b)(i) shall be true and correct (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), (ii) each of the representations and warranties of Omnicom set forth in Sections 4.1(b)(ii) and 4.1(c) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and (iii) each of the other representations and warranties of Omnicom set forth in Section 4.1 hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) as of the date of this Agreement and as of the Closing Date as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except in the case of clause (iii) where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Omnicom or, following the consummation of the transactions contemplated by this Agreement, Holdco, and Publicis shall have received a certificate of a duly authorized officer of Omnicom as to the satisfaction of this condition.
Representations and Warranties of Omnicom. Omnicom represents and warrants to the Shareholders as follows:
(a) Omnicom is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization;
(b) Omnicom has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and
(c) this Agreement has been duly executed and delivered by Omnicom and constitutes the valid and binding agreement of Omnicom, enforceable against Omnicom in accordance with its terms, subject to the Bankruptcy and Equity Exception.
Representations and Warranties of Omnicom. Except (a) as set forth in the Omnicom Disclosure Schedule (subject to Section 8.13) and (b) as otherwise disclosed or identified in the Omnicom SEC Documents publicly filed prior to the date hereof (other than any forward-looking disclosures contained in the “Forward Looking Statements” and “Risk Factors” sections of the Omnicom SEC Documents and any other disclosures included therein to the extent they are primarily predictive, cautionary or forward looking in nature), Omnicom hereby represents and warrants to IPG as follows:
