Common use of BNY Mellon Representations and Warranties Clause in Contracts

BNY Mellon Representations and Warranties. BNY Mellon represents and warrants to Voya as of the Effective Date that: (1) it is a bank duly organized, validly existing and in good standing under the Laws of New York; (2) it has all requisite corporate power and authority to execute, deliver and perform its obligations under the Agreement; (3) the execution, delivery and performance of the Agreement by BNY Mellon has been duly authorized by BNY Mellon and shall not conflict with, result in a breach of or constitute a default under another agreement to which BNY Mellon is a party or by which BNY Mellon is bound; (4) it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on BNY Mellon’s ability to fulfill its obligations under the Agreement; (5) BNY Mellon is in compliance with all Laws to which BNY Mellon is subject and has obtained all applicable governmental permits and licenses required of BNY Mellon in connection with its obligations under the Agreement, including its performance of the services, functions and responsibilities of BNY Mellon described in Exhibit 2 as of the Effective Date; (6) there is no outstanding litigation, arbitrated matter or other dispute as of the Effective Date to which BNY Mellon is a party which, if decided unfavorably to BNY Mellon, would reasonably be expected to have a material adverse effect on Voya’s or BNY Mellon’s ability to fulfill their respective obligations under the Agreement; (7) BNY Mellon (a) is financially solvent and has the ability to perform its obligations hereunder; (b) has not entered into, and will not enter into, any other agreement that conflicts with the Agreement or otherwise limits BNY Mellon’s ability to perform its obligations hereunder; and (c) has no finder’s fee or similar arrangement with any third party that BNY Mellon may recommend to Voya; and (8) BNY Mellon will not assign to the Service Delivery Organization any employee who, to BNY Mellon’s knowledge, has been subject to regulatory sanctions, penalties, debarments and/or professional suspensions relating to ethical violations including money laundering, fraud, corruption, or bribery in the last five years.