Common use of Separate Returns Clause in Contracts

Separate Returns. In the case of any Tax Contest with respect to any Separate Return, the Controlling Party shall have the sole right to contest, litigate, compromise and settle any such Tax Contest without obtaining the prior consent of the Non-Controlling Party; provided, however, that if ▇▇▇▇▇▇▇▇ 66 is the Controlling Party with respect to any Tax Contest with respect to any Separate Return which Tax Contest would reasonably be expected to have an adverse impact on ConocoPhillips, ▇▇▇▇▇▇▇▇ 66 shall not compromise or settle such Tax Contest without obtaining the prior consent of ConocoPhillips. Unless waived by the parties in writing, in connection with any potential adjustment in such Tax Contest (x) with respect to any Separate Return as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment (or any payment under Section 2.07) to the Controlling Party under this Agreement or (y) with respect to any Specified Separate Return: (A) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (B) the Controlling Party shall provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (C) the Controlling Party shall consult with the Non-Controlling Party before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest and shall offer the Non-Controlling Party a reasonable opportunity to comment before submitting any such written materials; and (D) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was materially harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

Separate Returns. In (a) Subject to Section 2.3(b), in the case of any Tax Contest with respect to any a Separate Return, the Controlling Party having the liability for the Tax pursuant to Article II shall have the sole responsibility and right to contestcontrol the prosecution of such Tax Contest, litigateincluding the exclusive right to communicate with agents of the applicable Taxing Authority and to control, compromise and resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of such Tax Contest; provided, that, in the case of any such Tax Contest that relates both to Taxes for which Medtronic has liability pursuant to Section 2.1(a) and to Taxes for which SplitCo has liability pursuant to Section 2.1(b), (i) any Tax Contest that relates to the treatment of payments between the Medtronic Group and the SplitCo Group shall be jointly controlled by the Parties and (ii) in the case of any other Tax Contest described in this proviso, the Party that has the largest amount of potential Tax liability arising out of such Tax Contest shall be the Controlling Party and the other Party shall be the Non-Controlling Party (with the rights set forth in Sections 6.1 and 6.5, respectively); provided, further, that the Controlling Party in any Tax Contest described in clause (ii) of the preceding proviso shall not resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of such Tax Contest without obtaining the prior written consent of the Non-Controlling Party; provided, however, that Party if ▇▇▇▇▇▇▇▇ 66 is any such action would cause the Non-Controlling Party with respect to be liable for an amount of Taxes and Tax-Related Losses in excess of $3,000,000 USD pursuant to this Agreement or otherwise. (b) Notwithstanding anything to the contrary in Section 6.3(a) above, Medtronic shall have the sole responsibility and right to control the prosecution of any Tax Contest with respect to any a Separate Return which that could reasonably affect the ability of a Transaction to qualify for the Intended Tax Contest would reasonably be expected Treatment, including the exclusive right to have an adverse impact on ConocoPhillipscommunicate with agents of the applicable Taxing Authority and to control, ▇▇▇▇▇▇▇▇ 66 resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of such Tax Contest; provided, that Medtronic shall not compromise resolve, settle or settle agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of such Tax Contest without obtaining the prior written consent of ConocoPhillips. Unless waived by the parties SplitCo if any such action would cause SplitCo to be liable for an amount of Taxes and Tax-Related Losses in writing, in connection with any potential adjustment in such Tax Contest (x) with respect excess of $3,000,000 USD pursuant to any Separate Return as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment (or any payment under Section 2.07) to the Controlling Party under this Agreement or (y) with respect to any Specified Separate Return: (A) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (B) the Controlling Party shall provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (C) the Controlling Party shall consult with the Non-Controlling Party before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest and shall offer the Non-Controlling Party a reasonable opportunity to comment before submitting any such written materials; and (D) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was materially harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Partyotherwise.

Separate Returns. In (a) Subject to Section 2.3(b), in the case of any Tax Contest with respect to any a Separate Return, the Controlling Party having the liability for the Tax pursuant to Article II shall have the sole responsibility and right to contestcontrol the prosecution of such Tax Contest, litigateincluding the exclusive right to communicate with agents of the applicable Taxing Authority and to control, compromise and resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of such Tax Contest; provided, that, in the case of any such Tax Contest that relates both to Taxes for which Medtronic has liability pursuant to Section 2.1(a) and to Taxes for which SplitCo has liability pursuant to Section 2.1(a)(v), (i) any Tax Contest that relates to the treatment of payments between the Medtronic Group and the SplitCo Group shall be jointly controlled by the Parties and (ii) in the case of any other Tax Contest described in this proviso, the Party that has the largest amount of potential Tax liability arising out of such Tax Contest shall be the Controlling Party and the other Party shall be the Non-Controlling Party (with the rights set forth in Sections 6.1 and 6.5, respectively); provided, further, that the Controlling Party in any Tax Contest described in clause (ii) of the preceding proviso shall not resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of such Tax Contest without obtaining the prior written consent of the Non-Controlling Party; provided, however, that Party if ▇▇▇▇▇▇▇▇ 66 is any such action would cause the Non-Controlling Party with respect to be liable for an amount of Taxes and Tax-Related Losses in excess of __________ pursuant to this Agreement or otherwise. (b) Notwithstanding anything to the contrary in Section 6.3(a) above, Medtronic shall have the sole responsibility and right to control the prosecution of any Tax Contest with respect to any a Separate Return which that could reasonably affect the ability of a Transaction to qualify for the Intended Tax Contest would reasonably be expected Treatment, including the exclusive right to have an adverse impact on ConocoPhillipscommunicate with agents of the applicable Taxing Authority and to control, ▇▇▇▇▇▇▇▇ 66 resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of such Tax Contest; provided, that Medtronic shall not compromise resolve, settle or settle agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of such Tax Contest without obtaining the prior written consent of ConocoPhillips. Unless waived by the parties SplitCo if any such action would cause SplitCo to be liable for an amount of Taxes and Tax-Related Losses in writing, in connection with any potential adjustment in such Tax Contest (x) with respect excess of __________ pursuant to any Separate Return as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment (or any payment under Section 2.07) to the Controlling Party under this Agreement or (y) with respect to any Specified Separate Return: (A) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (B) the Controlling Party shall provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (C) the Controlling Party shall consult with the Non-Controlling Party before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest and shall offer the Non-Controlling Party a reasonable opportunity to comment before submitting any such written materials; and (D) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was materially harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Partyotherwise.