BNY Mellon. (1) BNY Mellon shall comply with all Laws applicable to BNY Mellon (a) generally in connection with its delivery of the Services and (b) applicable to it in its capacity as a service provider delivering the Services.
(2) Voya may direct BNY Mellon by written instructions on the method of compliance with Laws applicable to Voya (each, a “Compliance Directive”). To the extent reasonably acceptable to BNY Mellon, BNY Mellon shall comply with all such Compliance Directives. For the avoidance of doubt and subject to Section 13.02(1), BNY Mellon, itself, shall assume no obligation to comply with Laws applicable to Voya.
(3) If BNY Mellon reasonably determines that performance of the Services requires an interpretation of a Law, BNY Mellon shall present to Voya the issue for interpretation and Voya shall provide such interpretation to BNY Mellon by a Compliance Directive. BNY Mellon shall be authorized to act and rely on, and shall promptly implement, such Compliance Directive in the performance and delivery of the Services. The Parties shall resolve questions of interpretation and shall implement the resulting Voya interpretation on an expedited basis.
(4) BNY Mellon shall not be responsible for a failure to comply with a Law to the extent that BNY Mellon relies on, and complies with, a Compliance Directive. If a Compliance Directive is inconsistent with BNY Mellon’s standard approach to compliance with an applicable Law, then any incremental cost incurred by BNY Mellon to comply with the Compliance Directive shall be determined in accordance with the Change Procedures and will be borne by Voya.
BNY Mellon. BNY Mellon shall defend, indemnify and hold harmless the Voya Indemnified Parties from and against a Loss relating to a Claim by a third party against the Voya Indemnified Parties:
(1) that the BNY Mellon Resources or use thereof infringes, or causes the infringement of, the proprietary rights of a third party, except to the extent such infringement is a result of: (a) use of the BNY Mellon Resources by Voya in contravention of the Related Documentation or license granted to Voya under Article 6; (b) modifications made by Voya or a Voya Agent other than at the written direction of BNY Mellon; (c) BNY Mellon’s compliance with written instructions or designs required or provided by Voya where such compliance necessarily would give rise to such infringement; or (d) combination of the BNY Mellon Resources by Voya or a Voya Agent with products or systems not reasonably anticipated by the Parties;
(2) relating to taxes, interest, penalties or other amounts assessed against Voya that are the obligation of BNY Mellon pursuant to Article 9;
(3) relating to a breach of Article 12 by BNY Mellon;
(4) relating to a breach of Section 13.02(1) by BNY Mellon, including fines and penalties imposed on Voya as a result of such breach;
(5) resulting in fines and penalties imposed on Voya arising from BNY Mellon’s breach of Section 13.02(2);
(6) relating to (a) injury or death of a person (including employees of BNY Mellon or Voya, or customers of Voya) or (b) the loss of or damage to tangible property (including tangible property of the employees of BNY Mellon or Voya, or customers of Voya), in each case, resulting from the acts or omissions (including breach of contract) of BNY Mellon;
(7) by a then-current or former (a) BNY Mellon Agent, (b) member of the Service Delivery Organization or (c) other third party to whom BNY Mellon owes a duty or obligation, except to the extent such Claim is the result of Gross Negligence or Willful Misconduct of Voya, a Voya Fund, or any Voya Agent;
(8) relating to BNY Mellon’s breach of the Standard of Care or resulting from the Gross Negligence of BNY Mellon;
(9) resulting from the Willful Misconduct or fraud of BNY Mellon;
(10) by any Transitioned Employee which arises or is alleged to arise with respect to their employment on or after the relevant Transition Date; or
(11) by any Voya employees (or former employees) relating to BNY Mellon’s interview, screening, selection, or offer and acceptance process, except to the extent related to a ...
BNY Mellon. BNY Mellon represents and warrants, which representations and warranties shall be deemed to be continuing, that: (a) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (b) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement; (c) the individual executing this Agreement on its behalf has the requisite authority to bind BNY Mellon to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms; (d) no legal or administrative proceedings have been instituted or threatened which would materially impair the BNY Mellon 's ability to perform its duties and obligations under this Agreement; and (e) it is in compliance and it is conducting its business in compliance, in all material respects with all applicable laws and regulations, both state and federal, including Anti-Money Laundering Laws, applicable to its provision of services hereunder, it has obtained all regulatory approvals necessary to carry on its business as now conducted, its entering into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of BNY Mellon or any law or regulation applicable to it, and it is qualified to act as a custodian pursuant to Section 17(f) of the 1940 Act. BNY Mellon is a financial institution subject to the USA PATRIOT Act and has established policies and procedures designed to prevent and detect money laundering, including the processes to meet the anti-money laundering requirements of the USA PATRIOT Act and the rules and regulations promulgated thereunder; and neither BNY Mellon nor any person or entity controlling, controlled by, or under common control with BNY Mellon or for whom the BNY Mellon is acting as agent or nominee is an organization, person or entity named on the Office of Foreign Assets Control (OFAC) list maintained by the U.S. Department of Treasury in its individual corporate capacity.
BNY Mellon. BNY Mellon represents and warrants that: (a) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (b) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement and (c) the individual executing this Agreement on its behalf has the requisite authority to bind BNY Mellon to this Agreement.
BNY Mellon. (a) BNY Mellon represents and warrants that: (a) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (b) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement and (c) the individual executing this Agreement on its behalf has the requisite authority to bind BNY Mellon to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms.
(b) BNY Mellon represents and warrants that it is qualified to act as a custodian pursuant to Section 17(f)(1) of the 1940 Act as of the date hereof and it shall confirm such qualification in writing to Customer upon the request of Customer.
(c) BNY Mellon represents and warrants that it is conducting its business in compliance with all applicable. statutes, laws, rules and regulations applicable to it.
BNY Mellon. BNY Mellon represents and warrants that: (a) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (b) it has the requisite corporate power and authority to enter into and perform its obligations under this this Agreement; (c) the individual executing this Agreement on its behalf has the requisite authority to bind BNY Mellon to this Agreement; (d) BNY Mellon has duly executed this Agreement so that its terms constitute valid, binding and enforceable obligations of BNY Mellon; (e) neither the execution of this Agreement nor the acts contemplated hereunder will violate any legislative, regulatory or judicial act or order applicable to the BNY Mellon; (f) the personnel of BNY Mellon responsible for managing BNY Mellon's duties and obligations hereunder are qualified and experienced in the performance of the various functions contemplated and required by this Agreement, and (g) BNY Mellon has completed, obtained and performed all registrations, filings, approvals, authorizations, consents or examinations required by any government or governmental authority for its acts contemplated by this Agreement.
BNY Mellon. (a) BNY Mellon represents and warrants that: (a) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (b) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement and (c) the individual executing this Agreement on its behalf has the requisite authority to bind BNY Mellon to this Agreement.
(b) BNY Mellon represents and warrants that it is conducting its business in material compliance with laws applicable to the services hereunder, and has obtained regulatory licenses, approvals and consents necessary to provide the services contemplated herein.
(c) BNY Mellon represents and warrants that the Agreement has been duly authorized, executed and delivered by BNY Mellon and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement.
BNY Mellon. BNY Mellon represents and warrants, which representations and warranties shall be deemed to be continuing, that: (a) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (b) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement; (c) the individual executing this Agreement on its behalf has the requisite authority to bind BNY Mellon to this Agreement; and (d) it is in compliance, in all material respects, with Anti-Money Laundering Laws applicable to it in its individual corporate capacity; BNY Mellon is a financial institution subject to the USA PATRIOT Act and has established policies and procedures designed to prevent and detect money laundering, including the processes to meet the anti-money laundering requirements of the USA PATRIOT Act and the rules and regulations promulgated thereunder; and neither BNY Mellon nor any person or entity controlling, controlled by, or under common control with BNY Mellon or for whom the BNY Xxxxxx is acting as agent or nominee is an organization, person or entity named on the Office of Foreign Assets Control (OFAC) list maintained by the U.S. Department of Treasury in its individual corporate capacity.
BNY Mellon. (a) BNY Mellon represents and warrants that: (a) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (b) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement and (c) the individual executing this Agreement on its behalf has the requisite authority to bind BNY Mellon to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms.
(b) BNY Mellon represents and warrants that it is conducting its business in material compliance with laws applicable to the services hereunder, and has obtained regulatory licenses, approvals and consents necessary to provide the services contemplated herein.
(c) BNY Mellon represents and warrants that the Agreement has been duly authorized, executed and delivered by BNY Mellon and constitutes a valid and legally binding obligation of BNY Mellon, enforceable in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar law affecting the enforcement of creditors’ rights generally, and there is no statute, regulation, rule, order or judgment binding on it, and no provision of its charter or by-laws, nor of any mortgage, indenture, credit agreement or other contract binding on it or affecting its property, which would prohibit its execution or performance of this Agreement.
BNY Mellon. (a) BNY Mellon represents and warrants that: (a) it is duly organized, validly existing and in good standing in its jurisdiction of organization; (b) it has the requisite corporate power and authority to enter into and to carry out the transactions contemplated by this Agreement and (c) the individual executing this Agreement on its behalf has the requisite authority to bind BNY Mellon to this Agreement including by Electronic Signature, and any such Electronic Signature represents an intent to enter into this Agreement and an agreement with its terms.
(b) BNY Mellon represents and warrants that it is qualified to act as a custodian pursuant to Section 17(f)(1) of the 1940 Act as of the Effective Date and it shall confirm such qualification in writing to Customer upon the request of Customer.
(c) BNY Mellon represents and warrants that in performing the services required to be performed by BNY Mellon pursuant to this Agreement BNY Mellon will comply with such laws and regulations to which BNY Mellon is subject and with which BNY Mellon is required to comply with respect to the performance of such services.
