Common use of Chargebacks and Offsets Clause in Contracts

Chargebacks and Offsets. This Agreement shall be considered to include a Company minimum gain chargeback provision (within the meaning of Treasury Regulation Section 1.704-2(f)), a qualified income offset provision (within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)) and a Member nonrecourse debt minimum gain chargeback (within the meaning of Treasury Regulation Section 1.704-2(i)). Items of Company income and gain (as determined for purposes of computing Profits and Losses) shall be allocated to the Members upon the occurrence of the conditions or events triggering such provisions in accordance with such provisions. Such provisions shall be applied, prior to any allocations pursuant to Section 5.1 in the following order of priority; first, the Company minimum gain chargeback, second, the Member nonrecourse minimum gain chargeback and third, the qualified income offset.