Common use of Voya Representations and Warranties Clause in Contracts

Voya Representations and Warranties. Voya represents and warrants to BNY Mellon as of the Effective Date that: (1) it is a duly organized limited liability company, validly existing and in good standing under the Law; (2) it has all requisite power and authority to execute, deliver and perform its obligations under the Agreement; (3) the execution, delivery and performance of the Agreement has been duly authorized by Voya and shall not conflict with, result in a breach of or constitute a default under another agreement to which Voya is a party or by which Voya 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 Voya’s ability to fulfill its obligations under the Agreement; (5) it is in compliance with all Laws applicable to Voya and has obtained all applicable governmental permits and licenses required of Voya in connection with its obligations under the Agreement; (6) to Voya’s knowledge, the Voya Funds are in compliance with all Laws applicable to the Voya Funds and have obtained all applicable governmental permits and licenses with respect to their operations. (7) the terms of the Agreement, the fees and expenses associated with the Agreement and any benefits accruing to BNY Mellon or to Voya or any investment adviser or sponsor of a Voya Fund in connection with the Agreement, including any fee waivers, conversion cost reimbursements, upfront payments, signing payments or periodic payments made or to be made by BNY Mellon to Voya or such investment adviser or sponsor or any Affiliate of a Voya Fund relating to this Agreement have been fully disclosed to the board of each Voya Fund to the extent such information has been requested by such boards or is required by applicable Law and that, if required by applicable Law, such boards have approved or will approve any such fees, expenses and benefits; (8) Voya shall (and shall cause all Voya Agents accessing BNY Mellon Systems to) use commercially reasonable efforts (including at a minimum use of then-current industry standard security and antivirus tools) to prevent its (and such Voya Agents’) introduction of a Virus into the BNY Mellon Systems as a result of Voya (or such Voya Agents) accessing BNY Mellon Systems; and (9) there is no outstanding litigation, arbitrated matter or other dispute as of the date of execution of the Agreement to which Voya is a party which, if decided unfavorably to Voya, would reasonably be expected to have a material adverse effect on BNY Mellon’s or Voya’s ability to fulfill their respective obligations under the Agreement.