Voya Clause Samples
Voya. Voya shall defend, indemnify and hold harmless the BNY Mellon Indemnified Parties from and against a Loss relating to a Claim by a third party against the BNY Mellon Indemnified Parties:
(1) that the Voya IP 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 Voya IP by BNY Mellon in contravention of the Related Documentation or license granted to BNY Mellon under Article 6; (b) modifications made by BNY Mellon or a BNY Mellon Agent other than at the written direction of Voya; (c) Voya’s compliance with instructions or designs required or provided by BNY Mellon where such compliance necessarily would give rise to such infringement; or (d) combination of the Voya IP by BNY Mellon or a BNY Mellon Agent with products or systems other than those provided by, or authorized in writing by, Voya;
(2) relating to taxes, interest, penalties or other amounts assessed against BNY Mellon that are the obligation of Voya pursuant to Article 9;
(3) arising out of transactions or other activities completed by Voya, Voya Funds or Voya Agents prior to the Go-Live Date, except to the extent such Losses would have been avoided had BNY Mellon performed the Designated Services in accordance with the Agreement;
(4) relating to (a) injury or death of a person (including employees of BNY Mellon or Voya) or (b) the loss of or damage to tangible property (including tangible property of the employees of BNY Mellon or Voya), in each case, resulting from the acts or omissions (including breach of contract) of Voya;
(5) resulting from BNY Mellon complying with Instructions or Compliance Directives in accordance with the Agreement;
(6) relating to BNY Mellon’s performance of the Services, except to the extent such Claim arises from BNY Mellon’s breach of the Standard of Care; or
(7) relating to any claim by any In-Scope Employees which arises or is alleged to arise with respect to their employment before the applicable Transition Date. Voya shall indemnify BNY Mellon Indemnified Parties from costs reasonably incurred in connection with enforcing the provisions of this Section.
Voya. 25.2 The full-time bargaining unit member has thirty calendar days to designate in writing one of the three retirement systems. The employee automatically becomes a member of the New York State Employee's Retirement System if no other decision is communicated to the Human Resources Department within thirty calendar days of employment.
25.3 After joining one of the approved retirement systems, the staff member cannot change to another system.
25.4 College makes appropriate retirement contributions based on the employee’s salary and hire date. The College will comply with the retirement contribution rates as mandated by SUNY.
25.5 The College will contribute toward the retirement plan of a part-time employee who is already a member of one of the approved retirement plans.
25.6 Part-time professional staff members have the option of joining the New York State Employees' Retirement System. The Optional Retirement Program is currently available only for full-time staff.
Voya. Voya represents, warrants and covenants that:
(1) it is a corporation duly organized, validly existing and in good standing under the Laws of Delaware;
(2) it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement;
(3) the execution and delivery of this Agreement by Voya has been duly authorized by Voya and shall not conflict with, result in a breach of or constitute a default under any other 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 this 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 this Agreement; and
(6) there is no outstanding litigation, arbitrated matter or other dispute as of the date of execution of this MSA to which Voya is a party which, if decided unfavorably to Voya, would reasonably be expected to have a material adverse effect on Milliman Group’s or Voya Group’s ability to fulfill their respective obligations under this Agreement.
Voya. Voya Group shall comply with all Laws applicable to Voya Group.
Voya. Voya shall defend, indemnify and hold harmless the Supplier Indemnified Parties from and against any Loss relating to a Claim by a third party against the Supplier Indemnified Parties:
(1) that the Voya IP 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 Voya IP by Supplier in contravention of the Related Documentation or license granted to Supplier under ARTICLE 6 or an applicable Statement of Work; (b) failure by Supplier to use new or corrected versions of such Voya IP provided by Voya Group to Supplier with no additional charge (provided, however, that Supplier is notified that use of such new or corrected version is necessary to avoid infringement); (c) modifications made by Supplier or a Supplier Agent other than at the direction of Voya Group; (d) Voya Group complying with instructions, specifications or designs required or provided by Supplier where such compliance necessarily would give rise to such infringement; or (e) combination of the Voya IP by Supplier or a Supplier Agent with products or systems other than those provided by, or authorized by, Voya Group or otherwise contemplated by this Agreement;
(2) relating to any taxes, interest, penalties or other amounts assessed against Supplier that are the obligation of Voya Group pursuant to ARTICLE 10; – Voya Confidential – 51 (3) relating to breach of ARTICLE 13, ARTICLE 14 or Section 22.06 by Voya Group, except to the extent such breach is caused by Supplier or a Supplier Agent;