Common use of Tax Returns Filed by ConocoPhillips Group Member Clause in Contracts

Tax Returns Filed by ConocoPhillips Group Member. In the case of any such Tax Return for any Pre-Distribution Tax Period that ends during 2011 or 2012 or any Straddle Period filed or required to be filed under applicable Tax Law by any member of the ConocoPhillips Group: (A) (I) Xxxxxxxx 66 shall be deemed to have paid ConocoPhillips on the Distribution Date an amount equal to any liability for cash Federal Income Taxes or State Income Taxes, as applicable, with respect to such Tax Return to the extent such Federal Income Taxes (other than alternative minimum Taxes) or State Income Taxes, as applicable, have been accrued as of the Distribution Date on the books and records of ConocoPhillips and its subsidiaries (“Accrued”) and allocated to the Xxxxxxxx 66 Business (including any member of the Xxxxxxxx 66 Group) as of the Distribution Date (which accruals and allocations, for the absence of doubt, may be computed after the Distribution Date as of the Distribution Date and which shall be recomputed as of the Distribution Date to take account of any Tax Return that is filed in respect of such Taxes) (with respect to such Federal Income Taxes, the “Accrued Xxxxxxxx 66 Federal Income Tax Liability,” and such State Income Taxes, the “Accrued Xxxxxxxx 66 State Income Tax Liability” and, collectively, the “Accrued Xxxxxxxx 66 Income Tax Liability”); and (II) ConocoPhillips shall be deemed to have paid Xxxxxxxx 66 on the Distribution Date an amount equal to any reduction of Federal Income Taxes or State Income Taxes, as applicable, otherwise due with respect to such Tax Return to the extent such reduction in Federal Income Taxes or State Income Taxes, as applicable, has been Accrued and allocated to the Xxxxxxxx 66 Business (including any member of the Xxxxxxxx 66 Group) as of the Distribution Date (with respect to such Federal Income Taxes, the “Accrued Xxxxxxxx 66 Federal Income Tax Asset,” and such State Income Taxes, the “Accrued Xxxxxxxx 66 State Income Tax Asset,” and, collectively, the “Accrued Xxxxxxxx 66 Income Tax Asset”). (B) Within 120 days following the earlier of (y) the due date (including extensions) for filing such Tax Return, or (z) the date on which such Tax Return is filed: (I) In the case of any Accrued Xxxxxxxx 66 Federal Income Tax Liability or Accrued Xxxxxxxx 66 State Income Tax Liability, as applicable, with respect to such Tax Return (1) if Xxxxxxxx 66 is responsible for Federal Income Taxes or State Income Taxes, as applicable, shown as due on such Tax Return (for the absence of doubt, without regard to any estimated, installment, or other advance payments or minimum tax credits) pursuant to Section 2.02(a) or 2.03(a) (or if Xxxxxxxx 66 is neither responsible for any Federal Income Taxes or State Income Taxes, as applicable, shown as due on such Tax Return nor entitled to any Tax Benefit with respect to such Tax Return) (for this purpose, determined without regard to Section 5.02(b)(i)(A)), (x) Xxxxxxxx 66 shall pay ConocoPhillips an amount equal to the excess, if any, of the amount of such Federal Income Taxes or State Income Taxes, as applicable, for which Xxxxxxxx 66 is responsible, if any, over such Accrued Xxxxxxxx 66 Federal Income Tax Liability or Accrued Xxxxxxxx 66 State Income Tax Liability, as applicable, and (y) ConocoPhillips shall pay Xxxxxxxx 66 an amount equal to the excess, if any, of such Accrued Xxxxxxxx 66 Federal Income Tax Liability or Accrued Xxxxxxxx 66 State Income Tax Liability, as applicable, over the amount of such Federal Income Taxes or State Income Taxes, as applicable, for which Xxxxxxxx 66 is responsible, if any; and (2) if Xxxxxxxx 66 is entitled to any Tax Benefit (other than any alternative minimum Tax Benefit) with respect to such Tax Return pursuant to Section 2.02(a)(ii) or Section 2.03(a)(ii), as applicable, ConocoPhillips shall pay Xxxxxxxx 66 an amount equal to the sum of such Tax Benefit to which Xxxxxxxx 66 is entitled and the amount of any such Accrued Xxxxxxxx 66 Federal Income Tax Liability or Accrued Xxxxxxxx 66 State Income Tax Liability, as applicable; and (II) In the case of any Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable, with respect to such Tax Return, (1) if Xxxxxxxx 66 is entitled to any Tax Benefit (other than alternative minimum Tax Benefit) with respect to such Tax Return pursuant to Section 2.02(a)(ii) or Section 2.03(a)(ii), as applicable (or if Xxxxxxxx 66 is neither entitled to any Tax Benefit with respect to such Tax Return nor responsible for any Federal Income Taxes or State Income Taxes, as applicable shown as due on such Tax Return) (for the absence of doubt, without regard to any estimated, installment, or other advance payments or minimum tax credit) (for this purpose, determined without regard to Section 5.02(b)(i)(A)), (x) ConocoPhillips shall pay Xxxxxxxx 66 an amount equal to the excess, if any, of the amount of such Tax Benefit to which Xxxxxxxx 66 is entitled, if any, over such Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable; and (y) Xxxxxxxx 66 shall pay ConocoPhillips an amount equal to the excess, if any, of such Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable, over the amount of any such Tax Benefit, if any; and (2) if Xxxxxxxx 66 is responsible for Federal Income Taxes or State Income Taxes, as applicable, shown as due on such Tax Return (for the absence of doubt, without regard to any estimated, installment, minimum tax credits or other advance payments) pursuant to Section 2.02(a) or 2.03(a) (for this purpose, determined without regard to Section 5.02(b)(i)(A)), Xxxxxxxx 66 shall pay ConocoPhillips an amount equal to the sum of the amount of such Federal Income Taxes or State Income Taxes, as applicable, for which Xxxxxxxx 66 is responsible and the amount of such Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable.

Tax Returns Filed by ConocoPhillips Group Member. In the case of any such Tax Return for any Pre-Distribution Tax Period that ends during 2011 or 2012 or any Straddle Period filed or required to be filed under applicable Tax Law by any member of the ConocoPhillips Group: (A) (I) Xxxxxxxx 66 shall be deemed to have paid ConocoPhillips on the Distribution Date an amount equal to any liability for cash Federal Income Other Taxes or State Income Taxes, as applicable, with respect to such Tax Return to the extent such Federal Income Other Taxes (other than alternative minimum Taxes) or State Income Taxes, as applicable, have been accrued as of the Distribution Date on the books and records of ConocoPhillips and its subsidiaries (“Accrued”) Accrued and allocated to the Xxxxxxxx 66 Business (including any member of the Xxxxxxxx 66 Group) as of the Distribution Date (which accruals and allocations, for the absence of doubt, may be computed after the Distribution Date as of the Distribution Date and which shall be recomputed as of the Distribution Date to take account of any Tax Return that is filed in respect of such Taxes) (with respect to such Federal Income Other Taxes, the “Accrued Xxxxxxxx 66 Federal Income Other Tax Liability,” and such State Income Taxes, the “Accrued Xxxxxxxx 66 State Income Tax Liability” and, collectively, the “Accrued Xxxxxxxx 66 Income Tax Liability”); and (II) ConocoPhillips shall be deemed to have paid Xxxxxxxx 66 on the Distribution Date an amount equal to any reduction of Federal Income Taxes or State Income Taxes, as applicable, otherwise due with respect to such Tax Return to the extent such reduction in Federal Income Taxes or State Income Taxes, as applicable, has been Accrued and allocated to the Xxxxxxxx 66 Business (including any member of the Xxxxxxxx 66 Group) as of the Distribution Date (with respect to such Federal Income Taxes, the “Accrued Xxxxxxxx 66 Federal Income Tax Asset,” and such State Income Taxes, the “Accrued Xxxxxxxx 66 State Income Tax Asset,” and, collectively, the “Accrued Xxxxxxxx 66 Income Tax Asset”). (B) Within Subject to Section 5.03(e), within 120 days following the earlier of (y) the due date (including extensions) for filing such Tax Return, or (z) the date on which such Tax Return is filed: (I) In the case of any Accrued Xxxxxxxx 66 Federal Income Tax Liability or Accrued Xxxxxxxx 66 State Income Tax Liability, as applicable, with respect to such Tax Return (1) if Xxxxxxxx 66 is responsible for Federal Income Taxes or State Income Taxes, as applicable, shown as due on such Tax Return (for the absence of doubt, without regard to any estimated, installment, or other advance payments or minimum tax credits) pursuant to Section 2.02(a) or 2.03(a) (or if Xxxxxxxx 66 is neither responsible for any Federal Income Taxes or State Income Taxes, as applicable, shown as due on such Tax Return nor entitled to any Tax Benefit with respect to such Tax Return) (for this purpose, determined without regard to Section 5.02(b)(i)(A)), (x) Xxxxxxxx 66 shall pay ConocoPhillips an amount equal to the excess, if any, of the amount of Other Taxes shown as due on such Federal Income Taxes or State Income Taxes, as applicable, Tax Return for which Xxxxxxxx 66 is responsibleresponsible (for the absence of doubt, if anywithout regard to any estimated, installment or other advance payments) pursuant to Section 2.02(c)(i), Section 2.03(c)(i), and Section 2.04(c)(i) (for this purpose, determined without regard to Section 5.03(b)(i)(A)) over such any Accrued Xxxxxxxx 66 Federal Income Other Tax Liability or Accrued Xxxxxxxx 66 State Income with respect to such Tax Liability, as applicableReturn, and (y) ConocoPhillips shall pay Xxxxxxxx 66 an amount equal to the excess, if any, of such any Accrued Xxxxxxxx 66 Federal Income Other Tax Liability or Accrued Xxxxxxxx 66 State Income with respect to such Tax Liability, as applicable, Return over the amount of such Federal Income Other Taxes or State Income Taxes, as applicable, for which Xxxxxxxx 66 is responsible, if any; and (2) if Xxxxxxxx 66 is entitled to any Tax Benefit (other than any alternative minimum Tax Benefit) with respect to such Tax Return pursuant to Section 2.02(a)(ii) or Section 2.03(a)(ii), as applicable, ConocoPhillips shall pay Xxxxxxxx 66 an amount equal to the sum of such Tax Benefit to which Xxxxxxxx 66 is entitled and the amount of any such Accrued Xxxxxxxx 66 Federal Income Tax Liability or Accrued Xxxxxxxx 66 State Income Tax Liability, as applicable; and (II) In the case of any Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable, with respect to such Tax Return, (1) if Xxxxxxxx 66 is entitled to any Tax Benefit (other than alternative minimum Tax Benefit) with respect to such Tax Return pursuant to Section 2.02(a)(ii) or Section 2.03(a)(ii), as applicable (or if Xxxxxxxx 66 is neither entitled to any Tax Benefit with respect to such Tax Return nor responsible for any Federal Income Taxes or State Income Taxes, as applicable shown as due on such Tax Return) (for the absence of doubt, without regard to any estimated, installment, or other advance payments or minimum tax credit) (for this purpose, determined without regard to Section 5.02(b)(i)(A)), (x) ConocoPhillips shall pay Xxxxxxxx 66 an amount equal to the excess, if any, of the amount of such Tax Benefit to which Xxxxxxxx 66 is entitled, if any, over such Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable; and (y) Xxxxxxxx 66 shall pay ConocoPhillips an amount equal to the excess, if any, of such Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable, over the amount of any such Tax Benefit, if any; and (2) if Xxxxxxxx 66 is responsible for Federal Income Taxes or State Income Taxes, as applicable, shown as due on such Tax Return (for the absence of doubt, without regard to any estimated, installment, minimum tax credits or other advance payments) pursuant to Section 2.02(a) or 2.03(a) (for this purpose, determined without regard to Section 5.02(b)(i)(A)), Xxxxxxxx 66 shall pay ConocoPhillips an amount equal to the sum of the amount of such Federal Income Taxes or State Income Taxes, as applicable, for which Xxxxxxxx 66 is responsible and the amount of such Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable.

Tax Returns Filed by ConocoPhillips Group Member. In the case of any such Tax Return for any Pre-Distribution Tax Period that ends during 2011 or 2012 or any Straddle Period filed or required to be filed under applicable Tax Law by any member of the ConocoPhillips Group: (A) (I) Xxxxxxxx 66 shall be deemed to have paid ConocoPhillips on the Distribution Date an amount equal to any liability for cash Federal Income Other Taxes or State Income Taxes, as applicable, with respect to such Tax Return to the extent such Federal Income Other Taxes (other than alternative minimum Taxes) or State Income Taxes, as applicable, have been accrued as of the Distribution Date on the books and records of ConocoPhillips and its subsidiaries (“Accrued”) Accrued and allocated to the Xxxxxxxx 66 Business (including any member of the Xxxxxxxx 66 Group) as of the Distribution Date (which accruals and allocations, for the absence of doubt, (x) may be computed after the Distribution Date as of the Distribution Date and which shall be recomputed as of the Distribution Date to take account of any Tax Return that is filed in respect of such TaxesTaxes and (y) shall not include any reserves for financial accounting purposes in respect of Taxes that may arise upon audit) (with respect to such Federal Income Other Taxes, the “Accrued Xxxxxxxx 66 Federal Income Other Tax Liability,” and such State Income Taxes, the “Accrued Xxxxxxxx 66 State Income Tax Liability” and, collectively, the “Accrued Xxxxxxxx 66 Income Tax Liability”); and (II) ConocoPhillips shall be deemed to have paid Xxxxxxxx 66 on the Distribution Date an amount equal to any reduction of Federal Income Taxes or State Income Taxes, as applicable, otherwise due with respect to such Tax Return to the extent such reduction in Federal Income Taxes or State Income Taxes, as applicable, has been Accrued and allocated to the Xxxxxxxx 66 Business (including any member of the Xxxxxxxx 66 Group) as of the Distribution Date (with respect to such Federal Income Taxes, the “Accrued Xxxxxxxx 66 Federal Income Tax Asset,” and such State Income Taxes, the “Accrued Xxxxxxxx 66 State Income Tax Asset,” and, collectively, the “Accrued Xxxxxxxx 66 Income Tax Asset”). (B) Within Subject to Section 5.03(e), within 120 days following the earlier of (y) the due date (including extensions) for filing such Tax Return, or (z) the date on which such Tax Return is filed: (I) In the case of any Accrued Xxxxxxxx 66 Federal Income Tax Liability or Accrued Xxxxxxxx 66 State Income Tax Liability, as applicable, with respect to such Tax Return (1) if Xxxxxxxx 66 is responsible for Federal Income Taxes or State Income Taxes, as applicable, shown as due on such Tax Return (for the absence of doubt, without regard to any estimated, installment, or other advance payments or minimum tax credits) pursuant to Section 2.02(a) or 2.03(a) (or if Xxxxxxxx 66 is neither responsible for any Federal Income Taxes or State Income Taxes, as applicable, shown as due on such Tax Return nor entitled to any Tax Benefit with respect to such Tax Return) (for this purpose, determined without regard to Section 5.02(b)(i)(A)), (x) Xxxxxxxx 66 shall pay ConocoPhillips an amount equal to the excess, if any, of the amount of Other Taxes shown as due on such Federal Income Taxes or State Income Taxes, as applicable, Tax Return for which Xxxxxxxx 66 is responsibleresponsible (for the absence of doubt, if anywithout regard to any estimated, installment or other advance payments) pursuant to Section 2.02(c)(i), Section 2.03(c)(i), and Section 2.04(c)(i) (for this purpose, determined without regard to Section 5.03(b)(i)(A)) over such any Accrued Xxxxxxxx 66 Federal Income Other Tax Liability or Accrued Xxxxxxxx 66 State Income with respect to such Tax Liability, as applicableReturn, and (y) ConocoPhillips shall pay Xxxxxxxx 66 an amount equal to the excess, if any, of such any Accrued Xxxxxxxx 66 Federal Income Other Tax Liability or Accrued Xxxxxxxx 66 State Income with respect to such Tax Liability, as applicable, Return over the amount of such Federal Income Other Taxes or State Income Taxes, as applicable, for which Xxxxxxxx 66 is responsible, if any; and (2) if Xxxxxxxx 66 is entitled to any Tax Benefit (other than any alternative minimum Tax Benefit) with respect to such Tax Return pursuant to Section 2.02(a)(ii) or Section 2.03(a)(ii), as applicable, ConocoPhillips shall pay Xxxxxxxx 66 an amount equal to the sum of such Tax Benefit to which Xxxxxxxx 66 is entitled and the amount of any such Accrued Xxxxxxxx 66 Federal Income Tax Liability or Accrued Xxxxxxxx 66 State Income Tax Liability, as applicable; and (II) In the case of any Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable, with respect to such Tax Return, (1) if Xxxxxxxx 66 is entitled to any Tax Benefit (other than alternative minimum Tax Benefit) with respect to such Tax Return pursuant to Section 2.02(a)(ii) or Section 2.03(a)(ii), as applicable (or if Xxxxxxxx 66 is neither entitled to any Tax Benefit with respect to such Tax Return nor responsible for any Federal Income Taxes or State Income Taxes, as applicable shown as due on such Tax Return) (for the absence of doubt, without regard to any estimated, installment, or other advance payments or minimum tax credit) (for this purpose, determined without regard to Section 5.02(b)(i)(A)), (x) ConocoPhillips shall pay Xxxxxxxx 66 an amount equal to the excess, if any, of the amount of such Tax Benefit to which Xxxxxxxx 66 is entitled, if any, over such Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable; and (y) Xxxxxxxx 66 shall pay ConocoPhillips an amount equal to the excess, if any, of such Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable, over the amount of any such Tax Benefit, if any; and (2) if Xxxxxxxx 66 is responsible for Federal Income Taxes or State Income Taxes, as applicable, shown as due on such Tax Return (for the absence of doubt, without regard to any estimated, installment, minimum tax credits or other advance payments) pursuant to Section 2.02(a) or 2.03(a) (for this purpose, determined without regard to Section 5.02(b)(i)(A)), Xxxxxxxx 66 shall pay ConocoPhillips an amount equal to the sum of the amount of such Federal Income Taxes or State Income Taxes, as applicable, for which Xxxxxxxx 66 is responsible and the amount of such Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable.

Tax Returns Filed by ConocoPhillips Group Member. In the case of any such Tax Return for any Pre-Distribution Tax Period that ends during 2011 or 2012 or any Straddle Period filed or required to be filed under applicable Tax Law by any member of the ConocoPhillips Group: (A) (I) Xxxxxxxx 66 shall be deemed to have paid ConocoPhillips on the Distribution Date an amount equal to any liability for cash Federal Income Taxes or State Income Taxes, as applicable, with respect to such Tax Return to the extent such Federal Income Taxes (other than alternative minimum Taxes) or State Income Taxes, as applicable, have been accrued as of the Distribution Date on the books and records of ConocoPhillips and its subsidiaries (“Accrued”) and allocated to the Xxxxxxxx 66 Business (including any member of the Xxxxxxxx 66 Group) as of the Distribution Date (which accruals and allocations, for the absence of doubt, (x) may be computed after the Distribution Date as of the Distribution Date and which shall be recomputed as of the Distribution Date to take account of any Tax Return that is filed in respect of such TaxesTaxes and (y) shall not include any reserves for financial accounting purposes in respect of Taxes that may arise upon audit) (with respect to such Federal Income Taxes, the “Accrued Xxxxxxxx 66 Federal Income Tax Liability,” and such State Income Taxes, the “Accrued Xxxxxxxx 66 State Income Tax Liability” and, collectively, the “Accrued Xxxxxxxx 66 Income Tax Liability”); and (II) ConocoPhillips shall be deemed to have paid Xxxxxxxx 66 on the Distribution Date an amount equal to any reduction of Federal Income Taxes or State Income Taxes, as applicable, otherwise due with respect to such Tax Return to the extent such reduction in Federal Income Taxes or State Income Taxes, as applicable, has been Accrued and allocated to the Xxxxxxxx 66 Business (including any member of the Xxxxxxxx 66 Group) as of the Distribution Date (which accruals and allocations, for the absence of doubt, (x) may be computed after the Distribution Date as of the Distribution Date and which shall be recomputed as of the Distribution Date to take account of any Tax Return that is filed in respect of such Taxes and (y) shall not include any reserves for financial accounting purposes in respect of Taxes that may arise upon audit) (with respect to such Federal Income Taxes, the “Accrued Xxxxxxxx 66 Federal Income Tax Asset,” and such State Income Taxes, the “Accrued Xxxxxxxx 66 State Income Tax Asset,” and, collectively, the “Accrued Xxxxxxxx 66 Income Tax Asset”). (B) Within 120 days following the earlier of (y) the due date (including extensions) for filing such Tax Return, or (z) the date on which such Tax Return is filed: (I) In the case of any Accrued Xxxxxxxx 66 Federal Income Tax Liability or Accrued Xxxxxxxx 66 State Income Tax Liability, as applicable, with respect to such Tax Return (1) if Xxxxxxxx 66 is responsible for Federal Income Taxes or State Income Taxes, as applicable, shown as due on such Tax Return (for the absence of doubt, without regard to any estimated, installment, or other advance payments or minimum tax credits) pursuant to Section 2.02(a) or 2.03(a) (or if Xxxxxxxx 66 is neither responsible for any Federal Income Taxes or State Income Taxes, as applicable, shown as due on such Tax Return nor entitled to any Tax Benefit with respect to such Tax Return) (for this purpose, determined without regard to Section 5.02(b)(i)(A)), (x) Xxxxxxxx 66 shall pay ConocoPhillips an amount equal to the excess, if any, of the amount of such Federal Income Taxes or State Income Taxes, as applicable, for which Xxxxxxxx 66 is responsible, if any, over such Accrued Xxxxxxxx 66 Federal Income Tax Liability or Accrued Xxxxxxxx 66 State Income Tax Liability, as applicable, and (y) ConocoPhillips shall pay Xxxxxxxx 66 an amount equal to the excess, if any, of such Accrued Xxxxxxxx 66 Federal Income Tax Liability or Accrued Xxxxxxxx 66 State Income Tax Liability, as applicable, over the amount of such Federal Income Taxes or State Income Taxes, as applicable, for which Xxxxxxxx 66 is responsible, if any; and (2) if Xxxxxxxx 66 is entitled to any Tax Benefit (other than any alternative minimum Tax Benefit) with respect to such Tax Return pursuant to Section 2.02(a)(ii) or Section 2.03(a)(ii), as applicable, ConocoPhillips shall pay Xxxxxxxx 66 an amount equal to the sum of such Tax Benefit to which Xxxxxxxx 66 is entitled and the amount of any such Accrued Xxxxxxxx 66 Federal Income Tax Liability or Accrued Xxxxxxxx 66 State Income Tax Liability, as applicable; and (II) In the case of any Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable, with respect to such Tax Return, (1) if Xxxxxxxx 66 is entitled to any Tax Benefit (other than alternative minimum Tax Benefit) with respect to such Tax Return pursuant to Section 2.02(a)(ii) or Section 2.03(a)(ii), as applicable (or if Xxxxxxxx 66 is neither entitled to any Tax Benefit with respect to such Tax Return nor responsible for any Federal Income Taxes or State Income Taxes, as applicable shown as due on such Tax Return) (for the absence of doubt, without regard to any estimated, installment, or other advance payments or minimum tax credit) (for this purpose, determined without regard to Section 5.02(b)(i)(A)), (x) ConocoPhillips shall pay Xxxxxxxx 66 an amount equal to the excess, if any, of the amount of such Tax Benefit to which Xxxxxxxx 66 is entitled, if any, over such Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable; and (y) Xxxxxxxx 66 shall pay ConocoPhillips an amount equal to the excess, if any, of such Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable, over the amount of any such Tax Benefit, if any; and (2) if Xxxxxxxx 66 is responsible for Federal Income Taxes or State Income Taxes, as applicable, shown as due on such Tax Return (for the absence of doubt, without regard to any estimated, installment, minimum tax credits or other advance payments) pursuant to Section 2.02(a) or 2.03(a) (for this purpose, determined without regard to Section 5.02(b)(i)(A)), Xxxxxxxx 66 shall pay ConocoPhillips an amount equal to the sum of the amount of such Federal Income Taxes or State Income Taxes, as applicable, for which Xxxxxxxx 66 is responsible and the amount of such Accrued Xxxxxxxx 66 Federal Income Tax Asset or Accrued Xxxxxxxx 66 State Income Tax Asset, as applicable.