Scripps Spinco Tax Liability Clause Samples

Scripps Spinco Tax Liability. Notwithstanding any other provision in this Agreement, if, for any Affiliation Year, the Scripps Group is liable for alternative minimum Tax for U.S. federal income Tax purposes (or any similar U.S. federal Tax) (“AMT”) and the Scripps Spinco Group would be liable for AMT if it filed a Tax Return as a separate consolidated group (“Scripps Spinco Separate AMT”), the amount payable by Scripps Spinco to Scripps under this Article II with respect to such Affiliation Year shall in no event be less than an amount (the “Scripps Spinco AMT Liability”) determined by the Parties equal to the product of the AMT liability for the Scripps Group (the “Scripps AMT Liability”) and a fraction (the “Fraction”) (x) the numerator of which is the sum of the Tax preference items and adjustments of the Scripps Spinco Group relevant for purposes of the computation of AMT (the “TPIs”) for such Affiliation Year and (y) the denominator of which is the sum of the TPIs of all members of the Scripps Group for such Affiliation Year. The Scripps Spinco AMT Liability for such Affiliation Year shall not exceed the amount of the Scripps Spinco Separate AMT for such Affiliation Year.