Common use of Voya Clause in Contracts

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 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;; – Voya Confidential – 48 (3) the execution execution, delivery and delivery performance 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 '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 Agreement 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 Supplier's or Voya Group’s 's ability to fulfill their respective obligations under this Agreement.