Opening of Bids - Sewer and Manhole Rehabilitation Project No 118-093 - SAK Construction LLC

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4.5. Contributed Property. The Members agree that the fair market value of the Contributed Property on the date of its Contribution will be equal to five hundred thousand dollars ($500,000.00). In the event the IRS disagrees with such determination of fair market value by the Members, the Company will snake such curative allocations of income and distributions to the Members as are necessary to achieve the same results as if such fair market value had been respected by the IRS. 4.6.Third-Party Creditor. A Member's obligation to make a Contribution is not enforceable by a third -party creditor of the Company. 5. Management of the Company. 5.1. Manager. 5.1.1. Management of the Company. The management of the Company is vested in the Manager. Except as set forth in this Agreement, the Manager is the agent of the Company for the purpose of its ordinary business and affairs, and has complete authority over and exclusive control and management of the day-to-day affairs of the Company without the affirmative vote, approval or consent of any of the Members. The act of the Manager for carrying on the business of the Company in the usual way and in the ordinary course binds the Company. In connection with such management, the Manager may employ on behalf of the Company or on behalf of any Subsidiary any other Person to perform services for the Connpany, including the Manager, Members or Affiliates of any Member or Affiliates of the Manager. In furtherance of carrying on the business of the Company, the Manager may, subject to Section 5.2, do the following and bind the Company: 5.1.1.1. enter into and perform Contractual Obligations of any kind necessary or desirable to the Company's or any Subsidiary's business; 5.1.1.2. establish, maintain, deposit in and withdraw from checking, savings, custodial and other accounts in the name of the Company in such banks, trust companies or other financial institutions as the Manager may from time to time select; 5.1.1.3. execute any notifications, statements, reports, returns or other filings that are necessary or desirable to be filed with any Governmental Authority; 5.1.1.4. borrow money and incur Debt on behalf of the Company or of any.Subsidiany on a nonrecourse basis to the Members and secure the same with the Company's or any Subsidiary's property, including borrowing from Members, the Manager, Affiliates of Members and Affiliates of the Manager; 5.1.1.5. take such actions and execute such documents as may be required in connection with any loan agreement, mortgage, note, bond, indemnity, security agreement, escrow, bank letter of credit or other evidence of indebtedness which may be required in connection with Debt incurred by the Company or by any Subsidiary; 5.1.1.6. establish reasonable reserve funds from revenues derived from the Company's or any Subsidiary's operations to provide for future requirements of the Company's or any Subsidiary's business;, a Subsidiary; thereto; amendments thereto; 5.1.1.7. - form, organize, acquire, sell, dispose of, reorganize or liquidate 5.1.1.$. prepare the Budget for each Fiscal Year and any amendments 5.1.1.9. prepare 'the Business Plan from time to time, and any 10