2014 Tax Liability. At least three (3) business days before Scripps files the Scripps Consolidated Return for the 2014 Taxable Year, the Parties shall determine the amount of the 2014 Tax Liability and the amount of any Excess Scripps Group Benefits for such year (“2014 Excess Scripps Group Benefits”). Scripps Spinco shall pay to Scripps or Scripps shall pay to Scripps Spinco an amount equal to the difference between (i) the 2014 Tax Liability and (ii) (A) the sum of any payments previously made by Scripps Spinco to Scripps with respect to the 2014 Tax Liability (including any payments in the nature of installment estimated Tax payments with respect to the 2014 Tax Liability), reduced (to and below zero) by (B) the sum of any payments previously made or to be made by Scripps to Scripps Spinco in respect of any 2014 Excess Scripps Group Benefits. The “2014 Tax Liability” is the Adjusted Separate Scripps Spinco Group Federal Tax Liability for the taxable year ending on December 31, 2014 (“2014 Taxable Year”). Any such payment by Scripps or by Scripps Spinco is due within five (5) business days after the filing the Scripps Consolidated Return for the 2014 Taxable Year.
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Sources: Tax Matters Agreement (Journal Communications Inc), Tax Matters Agreement (Scripps E W Co /De)