REGENTS OF THE UNIVERSITY OF CALIFORNIA, THE (2)

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are caused by or result from the negligence or willful misconduct of University, its officers, agents or employees. Sponsor shall defend, indemnify and hold University, its officers, employees and agents harmless from and against any and all liability, loss, expense, attorneys' fees, or claims for injury or damages arising out of the performance of this Contract but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligence or willful misconduct of Sponsor, its officers, agents or employees. F. REPRESENTATIONS AND WARRANTIES (1) Authori . University is a duly organized and existing educational institution and corporation of the State of California in good standing and authorized to do business under the laws of the State of California. University has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this Contract by University has been fully authorized by all requisite actions on the part of University. (2) Experience. University is qualified to provide the services set forth in the Statement of Work and detailed herein. (3) No Conflict. To the best of University's knowledge, University's execution, delivery and performance of its obligations under this Contract will not constitute a default or a breach under any contract, agreement or order to which University is a parry or by which it is bound. (5) No Bankruptcy. University is not the subject of any current or threatened bankruptcy proceeding. (6) No Pending Legal Proceedings. University is not the subject of a current or threatened litigation that would or may materially affect University's performance under this Contract. (7) Proposal Veracity. All provisions of and information provided in University's management proposal submitted to Sponsor, including any exhibits, are true and correct in all material respects. (8) No Pending Investigation. University has no knowledge that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, which would relate to or affect performance of the Contract or provision of services hereunder. G. CERTIFICATIONS 1. Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transactions 11