Specific Powers and Obligations. Subject to the provisions of the Stadium Shareholder’s Agreement, the Master Limited Partnership Agreement, the Master GP Shareholder Agreement and the Project Agreement:
(a) the General Partner shall have authority and shall be obligated to enter into this Agreement, the Stadium Shareholder’s Agreement, the Stadium Lease and the other Relevant Material Agreements;
(b) the General Partner shall comply with and fulfill the obligations contained in:
(i) this Agreement;
(ii) the Stadium Shareholder’s Agreement;
(iii) the Stadium Lease; and
(iv) all of the other Relevant Material Agreements;
(c) the General Partner shall generally operate, manage and carry on the business of the Limited Partnership in accordance with the provisions hereof;
(d) the General Partner shall maintain a cash reserve (the “Stadium Reserve”) at an amount as required from time to time pursuant to the Stadium Shareholder’s Agreement;
(e) the General Partner shall open and operate in the name of the Limited Partnership a separate bank account in order to deposit and to distribute funds with respect to the Limited Partnership;
(f) the General Partner shall execute and carry out all other agreements which require execution by or on behalf of the Limited Partnership;
(g) the General Partner shall pay from Gross Receipts all taxes, fees and other expenses relating to the orderly operation of the business of the Limited Partnership;
(h) the General Partner shall determine and place the amount and type of insurance coverage to be maintained pursuant to the terms of the Stadium Lease and in compliance with the requirements of the lenders of funds to the Limited Partnership;
(i) the General Partner shall determine the amount, if any, to be claimed by the Limited Partnership in any year in respect of capital cost allowance and initial services incurred by the Limited Partnership;
(j) the General Partner may invest funds not immediately required for the business of the Limited Partnership in Permitted Interim Investments;
(k) the General Partner may enter into Subleases in respect of the Stadium in accordance with and subject to the terms and conditions of the Stadium Lease;
(l) the General Partner shall arrange for the preparation and distribution to the Limited Partners of the financial statements and reports prescribed pursuant to this Agreement;
(m) the General Partner shall enter into contracts and agreements with others as may be necessary for the performance of the duties outlined in this Ag...
Specific Powers and Obligations. The Department shall have the power in its own name to exercise the following specific powers and obligations to:
(a) Conduct an audit of the records and accounts of the Department annually by an independent certified public accountant and copies of such audit report shall be filed with the State Controller, the County Auditor, and shall be provided to the Member Agencies no later than fifteen (15) days after receipt of such audit reports by the Department.
(b) Use any statutory power available to it under the Act and any other applicable laws of the State of California, whether heretofore or hereinafter enacted or amended, for issuance and sale of any revenue bonds or other evidences of indebtedness necessary or desirable to finance the exercise of any power of the Department, and may borrow from any source including, without limitation, the Federal government, for these purposes.
(c) Incur debts, liabilities and obligations, whether contractual or non- contractual, of the Department shall be the debts, liabilities and obligations of the Department alone, and not the debts, liabilities and obligations of the Member Agencies.
(d) Defend, hold harmless and indemnify, to the fullest extent permitted by law, each Member Agency from any liability, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorney’s fees and costs, court costs, interest, defense costs, and expert witness fees, where the same arise out of, or are in any way attributable in whole or in part, to the actual or alleged negligent acts or omissions of the Department or its employees, officers or agents or the employees, officers or agents of the Member Agencies while acting within the course and scope of an agency relationship with the Department; and
(e) For purposes of California Government Code Section 6509, the powers of the Department shall be exercised subject to the restrictions upon the manner of exercising such powers as are imposed upon the City of Xxxxxx City, a general law city.
Specific Powers and Obligations. The JPA shall have the power in its own name to exercise the following specific powers and obligations to:
a. Conduct an audit of the records and accounts of the JPA annually by an independent certified public accountant and copies of such audit report shall be filed with the State Controller, the County Auditor, and shall be provided to the Member Agencies no later than fifteen (15) days after receipt of such audit reports by the JPA.
b. Use any statutory power available to it for issuance and sale of any revenue bonds or other evidences of indebtedness necessary or desirable to finance the exercise of any power of the JPA.
c. The debts, liabilities and obligations of the JPA shall not be the debts, liabilities and obligations of the Member Agencies but only of the JPA; and
d. Defend, hold harmless and indemnify, to the fullest extent permitted by law, each Member Agency from any liability, claims, suits or other actions.
Specific Powers and Obligations
