Overriding Allocations Clause Samples
The Overriding Allocations clause establishes that certain specified allocations of rights, responsibilities, or resources will take precedence over any general or default allocations set elsewhere in the agreement. In practice, this means that if there is a conflict between the general allocation provisions and the specific overriding allocations, the latter will control; for example, a contract might generally allocate costs equally but specify that certain expenses are to be borne solely by one party. This clause ensures clarity and prevents disputes by explicitly stating which allocation rules apply in cases of overlap or inconsistency.
Overriding Allocations. The following provisions shall supersede the general allocation of Net Profits and Net Loss set forth in Section 5.1:
(a) The Manager shall cause the Company to adopt one of the three alternative methods set forth in Section 1.704-3 of the Treasury Regulations with respect to property whose book value (net of liabilities) differs from its tax basis.
(b) The Company shall comply with the minimum gain chargeback requirement of Section 1.704-2(f) of the Treasury Regulations.
(c) The Company shall comply with the member minimum gain chargeback requirement of Section 1.704-2(i)(4) of the Treasury Regulations.
(d) This Agreement hereby incorporates a qualified income offset provision, as described in Section 1.704-1(b)(2)(ii)(d)(3) of the Treasury Regulations.
(e) All Net Loss and all Company deductions attributable to Company indebtedness as to which one or more Members bears an economic risk of loss shall be allocated to such Members, and shall be apportioned among them in accordance with the amount of loss to be borne by each.
Overriding Allocations. Notwithstanding the provisions of Sections 2.2(a) and 2.2(b)(i) of this Appendix (but subject to Sections 2.2(b)(ii) and 2.3 of this Appendix), Profits and Losses shall be allocated in such a manner as to result in liquidating distributions being made to the Members in accordance with the methodology contemplated by Section 2.1(b) of this Appendix.
Overriding Allocations. 5 ARTICLE VI DISTRIBUTIONS............................................................. 6 6.1 Distributions................................................................ 6 ARTICLE VII
Overriding Allocations. Notwithstanding the provisions of Section 7.1 (but subject to Sections 7.2 through 7.9), Net Profits (or, to the extent necessary, items of gross income) and Net Loss (or, to the extent necessary, items of gross deduction or loss) from the sale (directly or indirectly), exchange, condemnation (or conveyance in lieu thereof) or other disposition of all or any portion of the Properties, to the extent necessary or appropriate, shall be allocated in a such a manner as to result in liquidating distributions pursuant to Section 20.2 being made to the Members in accordance with the methodology contemplated by Section 8.2. This Section 7.11 is subject to Section 7.9 in all respects, and to the extent this Section 7.11 is inconsistent with Section 7.9, Section 7.9 shall prevail.
Overriding Allocations. The following provisions shall supersede the general allocation of Net Profits and Net Loss set forth in Section 5.1:
(a) The Manager shall cause the Company to adopt one of the three alternative methods set forth in Section 1.704-3 of the Treasury Regulations with respect to property whose book value (net of liabilities) differs from its tax basis.
(b) The Company shall comply with the minimum gain chargeback requirement of Section 1.704-2(f) of the Treasury Regulations.
Overriding Allocations i Notwithstanding any other provision o f this Agreement, the following allocations shad be made prior to any other allocations under this Agreement and in the following order of priority:
(a) if there is a net decrease in partnership minimum gain during any fiscal year so that an allocation is required by Regulations § 1.704-2(0(1), items of income and gain shall be allocated to Members in the manner and to the extent required by such provision of the Regulation. This provision is intended to be a minimum gain chargeback within the meaning of Regulation § 1.704-2(1) and shall be interpreted and applied consistently therewith.
(b) If there is a net decrease in the minimum gain attributable to a partner nonrecourse man during any fiscal year so that an allocation is required by Regulation § 1.704-2{i)(4) (minimum gain chargeback attributable to a partner nonrecourse debt), items of income and gain shall be allocated in the manner and to the extent required by such provision of the Regulations,
Overriding Allocations. The allocations of items of net income and net losses provided for in this Section 5.07 shall override all other provisions of this Agreement.
Overriding Allocations