Common use of Amount Increased or Contested Clause in Contracts

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to Xxxxxxxx. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx; (iii) cooperate with Xxxxxxxx in good faith to contest such claim; and (iv) permit Xxxxxxxx to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx shall determine; provided, however, that if Xxxxxxxx directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to Xxxxxxxx. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx; (iii) cooperate with Xxxxxxxx in good faith to contest such claim; and (iv) permit Xxxxxxxx to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx shall determine; provided, however, that if Xxxxxxxx directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Railway’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxRailway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx Railway (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxRailway; (iii) cooperate with Xxxxxxxx Railway in good faith to contest such claim; and (iv) permit Xxxxxxxx Railway to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Railway shall determine; provided, however, that if Xxxxxxxx Railway directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx Railway shall advance the amount of such payment to the Executive, on an are interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Railway’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx KCSI in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x KCSI's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxKCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx KCSI (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxKCSI; (iii) cooperate with Xxxxxxxx KCSI in good faith to contest such claim; and (iv) permit Xxxxxxxx KCSI to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx KCSI shall determine; provided, however, that if Xxxxxxxx KCSI directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx KCSI shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellKCSI's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. (1) The Executive shall notify ----------------------------- Xxxxxxxx the Corporation in writing of any claim by the IRS Internal Revenue Service or other taxing authority that, if successful, would require the payment by Xxxxxxxx the Corporation of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. . (2) The Executive shall give such notice as soon as practicable, but no later than 10 ten business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure by the Executive to give or delay in giving such notice shall affect Xxxxxxxx'x the Corporation’s obligations under this Paragraph 7 Section only if and to the extent that such failure results in actual prejudice to Xxxxxxxx. the Corporation. (3) The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx the Corporation (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Corporation notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx the Corporation any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx the Corporation reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxxthe Corporation; (iii) cooperate with Xxxxxxxx the Corporation in good faith to contest such claim; and (iv) permit Xxxxxxxx the Corporation to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax Tax, income tax or income employment tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. . (4) Without limiting the foregoing, Xxxxxxxx the Corporation shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. . (5) The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Corporation shall determine; provided, however, that if Xxxxxxxx the Corporation directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx the Corporation shall advance the amount of such payment to the Executive, on an interest-free basis basis, and shall indemnify the Executive, on an after-tax basis, for any Excise Tax Tax, income tax or income employment tax, including related interest or penalties, imposed with respect to such advance; and further provided provided, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Furthermore, the Corporation’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS Internal Revenue Service or other taxing authority.

Amount Increased or Contested. The Executive shall notify KCSL ----------------------------- Xxxxxxxx in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx KCSL of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x KCSL's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxKCSL. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx KCSL (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx KCSL notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx KCSL any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx KCSL reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxKCSL; (iii) cooperate with Xxxxxxxx KCSL in good faith to contest such claim; and (iv) permit Xxxxxxxx KCSL to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx KCSL shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx KCSL shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx KCSL shall determine; provided, however, that if Xxxxxxxx KCSL directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx KCSL shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellKCSL's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Railway’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxRailway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx Railway (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxRailway; (iii) cooperate with Xxxxxxxx Railway in good faith to contest such claim; and (iv) permit Xxxxxxxx Railway to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Railway shall determine; provided, however, that if Xxxxxxxx Railway directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx Railway shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Railway’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx the Company in writing of (i) any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx Executive of Excise Taxes in respect of Potential Parachute Payments or (ii) of any intention by Executive to pay any Excise Taxes in respect of Potential Parachute Payments notwithstanding the absence of such a Gross-up Paymentclaim. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x the Company's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to Xxxxxxxxthe Company. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx the Company (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Company notifies the Executive in writing before the expiration of such 30-day period that it the Company desires to contest such claim, the Executive shall: (i) give Xxxxxxxx the Company any information that it reasonably requests relating to such claim;, (ii) take such action in connection with contesting such claim as Xxxxxxxx the Company reasonably requests in writing from time to time, including, without limitation, including accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx;the Company, (iii) cooperate with Xxxxxxxx the Company in good faith to contest such claim; , and (iv) permit Xxxxxxxx the Company to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Company shall determine; provided, however, that if Xxxxxxxx the Company directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx KCSI in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x KCSI's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxKCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx KCSI (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation representa- tion with respect to such claim by an attorney reasonably selected by XxxxxxxxKCSI; (iii) cooperate with Xxxxxxxx KCSI in good faith to contest such claim; and and (iv) permit Xxxxxxxx KCSI to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx KCSI shall determine; provided, however, that if Xxxxxxxx KCSI directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx KCSI shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellKCSI's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Stilwell in writing of any claim by the IRS or XXX xx other taxing authority that, if successful, would require the payment by Xxxxxxxx Stilwell of a Gross-up Payment. Such notice shall nxxxxx xxall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Stilwell's obligations under this Paragraph 7 only Paragxxxx 0 xxxy if and to the extent that such failure results in actual prejudice to XxxxxxxxStilwell. The Executive shall not pay such claim xxxx xxxim less than 30 days after the Executive gives such notice to Xxxxxxxx Stilwell (or, if sooner, the date on which payment whxxx xxxxent of such claim is due). If Xxxxxxxx Stilwell notifies the Executive in writing before writxxx xxxxre the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Stilwell any information that it reasonably reasonxxxx requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Stilwell reasonably requests in writing from time xxxx xxme to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxStilwell; (iii) cooperate with Xxxxxxxx cooperaxx xxxx Stilwell in good faith to contest such claimxxxim; and (iv) permit Xxxxxxxx Stilwell to participate in any proceedings proceedixxx relating to such claim; provided, however, that Xxxxxxxx Stilwell shall bear and pay directly all costs directxx xxx xosts and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Stilwell shall control all proceedings in xx connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim in any ix xny permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Stilwell shall determine; provided, howeverxxxxxxr, that if Xxxxxxxx Stilwell directs the Executive to pay such claim sxxx xxxxm and xxx sue for a refund, Xxxxxxxx Stilwell shall advance the advancx xhe amount of such payment suxx xxxxxnt to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-Gross- up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x the Company's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to Xxxxxxxxthe Company. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx the Company (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give Xxxxxxxx the Company any information that it reasonably requests relating to such claim;, (iib) take such action in connection with contesting such claim as Xxxxxxxx the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx;the Company, (iiic) cooperate with Xxxxxxxx the Company in good faith to contest such claim; , and (ivd) permit Xxxxxxxx the Company to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim in any permissible manner. The Executive Xxecutive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Company shall determine; provided, however, that if Xxxxxxxx the Company directs the Executive to pay such claim and xxx sue for a refund, Xxxxxxxx the Company shall advance the amount of such payment paymexx to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive's discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify Railway ----------------------------- Xxxxxxxx in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Railway's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxRailway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx Railway (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxRailway; (iii) cooperate with Xxxxxxxx Railway in good faith to contest such claim; and (iv) permit Xxxxxxxx Railway to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Railway shall determine; provided, however, that if Xxxxxxxx Railway directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx Railway shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellRailway's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to Xxxxxxxx. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx; (iii) cooperate with Xxxxxxxx in good faith to contest such claim; and (iv) permit Xxxxxxxx to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx shall determine; provided, however, that if Xxxxxxxx directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx shall advance the amount of such payment to the Executive, on an interest-interest- free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx KCSI in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x KCSI’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxKCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx KCSI (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxKCSI; (iii) cooperate with Xxxxxxxx KCSI in good faith to contest such claim; and (iv) permit Xxxxxxxx KCSI to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx KCSI shall determine; provided, however, that if Xxxxxxxx KCSI directs the Executive to pay such claim and xxx sxx for a refund, Xxxxxxxx KCSI shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's KCSI’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx the Corporation in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx the Corporation of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x the Corporation's obligations under this Paragraph 7 Section only if and to the extent that such failure results in actual prejudice to Xxxxxxxxthe Corporation. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx the Corporation (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Corporation notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx the Corporation any information that it reasonably requests relating to such claim;, (ii) take such action in connection with contesting such claim as Xxxxxxxx the Corporation reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx;the Corporation, (iii) cooperate with Xxxxxxxx the Corporation in good faith to contest such claim; , and (iv) permit Xxxxxxxx the Corporation to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx the Corporation shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings hearings, and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Corporation shall determine; provided, however, that if Xxxxxxxx the Corporation directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx the Corporation shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCorporation's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Stilwell in writing of any claim by the IRS or other taxing authority thatauthorixx xxxx, if successful, would require the payment by Xxxxxxxx Stilwell of a Gross-up Payment. Such notice shall include the nature of such naturx xx xxxh claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Stilwell's obligations under this Paragraph 7 only if and to the extent that exxxxx xxxx such failure results in actual prejudice to XxxxxxxxStilwell. The Executive shall not pay such claim less than 30 thirty (30) xxxxxxxx days after the Executive gives such notice to Xxxxxxxx Stilwell (or, if sooner, the date on which payment of such claim is duexxx). If Xxxxxxxx Xf Stilwell notifies the Executive in writing before the expiration of such period sucx xxxxxx that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Stilwell any information that it reasonably requests relating to such relatxxx xx xuch claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Stilwell reasonably requests in writing from time to time, includingxxxxxxxng, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxStilwell; (iii) cooperate with Xxxxxxxx in good Stilwell xx xxxx faith to contest such claim; and (iv) permit Xxxxxxxx Stilwell to participate in any proceedings relating to such claimsucx xxxxx; provided, however, that Xxxxxxxx Stilwell shall bear and pay directly all costs and expenses expensex (including xxxxxding additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Stilwell shall control all proceedings in connection with such contest xxxx xxxtest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim in any permissible mannermxxxer. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Stilwell shall determine; provided, however, that if Xxxxxxxx directs the Stilwell direcxx Executive to pay such claim and xxx sue for a refundxxxxxx, Xxxxxxxx Stilwell shall advance the amount of such payment sucx xayment to the ExecutiveExecuxxxx, on xx an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect issuxx xxxx xxspect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x the Company's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to Xxxxxxxxthe Company. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx the Company (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) a. give Xxxxxxxx the Company any information that it reasonably requests relating to such claim;, (ii) b. take such action in connection with contesting such claim as Xxxxxxxx the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx; (iii) the Company, c. cooperate with Xxxxxxxx the Company in good faith to contest such claim; , and (iv) d. permit Xxxxxxxx the Company to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Company shall determine; provided, however, that if Xxxxxxxx the Company directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify the Company ----------------------------- Xxxxxxxx in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x the Company's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to Xxxxxxxxthe Company. The Executive shall not pay such claim less than 30 thirty (30) days after the Executive gives such notice to Xxxxxxxx the Company (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give Xxxxxxxx the Company any information that it reasonably requests relating to such claim; (iib) take such action in connection with contesting such claim as Xxxxxxxx the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxxthe Company; (iiic) cooperate with Xxxxxxxx the Company in good faith to contest such claim; and (ivd) permit Xxxxxxxx the Company to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Company shall determine; provided, however, that if Xxxxxxxx the Company directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive's discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Stilwell in writing of any claim by the xx xxx IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx Stilwell of a Gross-up Payment. Such notice Xxxx xxtice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Stilwell's obligations under this Paragraph thix Xxxxxxxxh 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxStilwell. The Executive shall not pay such nxx xxx xuch claim less than 30 days after the Executive gives such notice to Xxxxxxxx Stilwell (or, if sooner, the date on which datx xx xxxch payment of such claim is due). If Xxxxxxxx Stilwell notifies the Executive in writing xx xxxxxng before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Stilwell any information that it reasonably xxxxxxxbly requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Stilwell reasonably requests in writing xxxxxxx from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxStilwell; (iii) cooperate xxxxxxxte with Xxxxxxxx Stilwell in good faith to contest such contesx xxxx claim; and (iv) permit Xxxxxxxx Stilwell to participate in any proceedings pxxxxxxxxgs relating to such claim; provided, however, that Xxxxxxxx Stilwell shall bear and pay directly xxxxxxxy all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Stilwell shall control all proceedings in procexxxxxx xn connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim xxxim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Stilwell shall determine; providedprovidxx, howeverxxxxver, that if Xxxxxxxx Stilwell directs the Executive to pay such tx xxx xxch claim and xxx sue for a refund, Xxxxxxxx shall Stilwell xxxll advance the amount of such amounx xx xxxh payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx the Company in writing of any claim by the IRS or other taxing authority Internal Revenue Service that, if successful, would require the payment by Xxxxxxxx the Company of a the Gross-up Up Payment. Such notice notification shall include be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is due requested to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to Xxxxxxxx. The Executive shall not pay such claim less than 30 days after prior to the Executive expiration of the 30-day period following the date on which it gives such notice to Xxxxxxxx the Company (or, if sooner, or such shorter period ending on the date on which that any payment of taxes with respect to such claim is due). If Xxxxxxxx the Company notifies the Executive in writing before prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx the Company any information that it reasonably requests requested by the Company relating to such claim;, (ii) take such action in connection with contesting such claim as Xxxxxxxx the Company shall reasonably requests request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx;the Company, (iii) cooperate with Xxxxxxxx the Company in good faith in order effectively to contest such claim; , and (iv) permit Xxxxxxxx the Company to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-after- tax basis, for any Excise Tax or income tax, tax (including related interest and penalties, penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limiting limitation on the foregoingforegoing provisions of this Section 5(c), Xxxxxxxx the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The , and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Company shall determine; provided, however, that if Xxxxxxxx the Company directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executiveand hold Executive harmless, on an after-tax basis, for from any Excise Tax or income tax, tax (including related interest or penalties, penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellFurthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-up Up Payment would be payable. The payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS Internal Revenue Service or any other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Railway's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxRailway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx Railway (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxRailway; (iii) cooperate with Xxxxxxxx Railway in good faith to contest such claim; and; (iv) permit Xxxxxxxx Railway to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Railway shall determine; provided, however, that if Xxxxxxxx Railway directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx Railway shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellRailway's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx KCS in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx KCS of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x KCS’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxKCS. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx KCS (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx KCS notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx KCS any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx KCS reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxKCS; (iii) cooperate with Xxxxxxxx KCS in good faith to contest such claim; and (iv) permit Xxxxxxxx KCS to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx KCS shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx KCS shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx KCS shall determine; provided, however, that if Xxxxxxxx KCS directs the Executive to pay such claim and xxx sxx for a refund, Xxxxxxxx KCS shall advance the amount of such payment to the Executive, on an are interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's KCS’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x the Company's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to Xxxxxxxxthe Company. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx the Company (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give Xxxxxxxx the Company any information that it reasonably requests relating to such claim;, (iib) take such action in connection with contesting such claim as Xxxxxxxx the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx;the Company, (iiic) cooperate with Xxxxxxxx the Company in good faith to contest such claim; , and (ivd) permit Xxxxxxxx the Company to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim in any permissible manner. The Executive Xxxcutive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Company shall determine; provided, however, that if Xxxxxxxx the Company directs the Executive to pay such claim and xxx sue for a refund, Xxxxxxxx the Company shall advance the amount of such payment to paymenx xo the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive's discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Railway’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxRailway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx Railway (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxRailway; (iii) cooperate with Xxxxxxxx Railway in good faith to contest such claim; and (iv) permit Xxxxxxxx Railway to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such 8 contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Railway shall determine; provided, however, that if Xxxxxxxx Railway directs the Executive to pay such claim and xxx sxx for a refund, Xxxxxxxx Railway shall advance the amount of such payment to the Executive, on an are interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Railway’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to Xxxxxxxx. The Executive shall not pay such claim less than 30 thirty (30) calendar days after the Executive gives such notice to Xxxxxxxx (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx; (iii) cooperate with Xxxxxxxx in good faith to contest such claim; and (iv) permit Xxxxxxxx to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx shall determine; provided, however, that if Xxxxxxxx directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Xxxxxxxx'x control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx KCSI in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x KCSI's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxKCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx KCSI (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxKCSI; (iii) cooperate with Xxxxxxxx KCSI in good faith to contest such claim; and (iv) permit Xxxxxxxx KCSI to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the xxx claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx KCSI shall determine; provided, however, that if Xxxxxxxx KCSI directs the Executive to pay such claim and xxx sue for a refund, Xxxxxxxx KCSI shall advance advaxxx the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's KCSI s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Stilwell in writing of any claim by the IRS or other taxing authority thatauthoritx xxxx, if successful, would require the payment by Xxxxxxxx Stilwell of a Gross-up Payment. Such notice shall include the nature of such xx xxxx claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Stilwell's obligations under this Paragraph 7 only if and to the extent that such extxxx xxxx xuch failure results in actual prejudice to XxxxxxxxStilwell. The Executive shall not pay such claim less than 30 thirty (30) cxxxxxxx days after the Executive gives such notice to Xxxxxxxx Stilwell (or, if sooner, the date on which payment of such claim is duexxx). If Xxxxxxxx Xx Stilwell notifies the Executive in writing before the expiration of such period xxxxxx that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Stilwell any information that it reasonably requests relating to such relatixx xx xxch claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Stilwell reasonably requests in writing from time to time, includingxxxxxxxxg, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxStilwell; (iii) cooperate with Xxxxxxxx in good Stilwell xx xxxx faith to contest such claim; and (iv) permit Xxxxxxxx Stilwell to participate in any proceedings relating to such claimxxxxx; provided, however, that Xxxxxxxx Stilwell shall bear and pay directly all costs and expenses (including xxxxxxing additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Stilwell shall control all proceedings in connection with such contest sxxx xxxxest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim in any permissible mannermaxxxr. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Stilwell shall determine; provided, however, that if Xxxxxxxx directs the Stilwell directx Executive to pay such claim and xxx sue for a refundxxxxxx, Xxxxxxxx Stilwell shall advance the amount of such payment xxyment to the ExecutiveExecutxxx, on xx an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect xxxpect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx KCS in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx KCS of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x KCS’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxKCS. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx KCS (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx KCS notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx KCS any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx KCS reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxKCS; (iii) cooperate with Xxxxxxxx KCS in good faith to contest such claim; and (iv) permit Xxxxxxxx KCS to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx KCS shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx KCS shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx KCS shall determine; provided, however, that if Xxxxxxxx KCS directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx KCS shall advance the amount of such payment to the Executive, on an are interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's KCS’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify Railway ----------------------------- Xxxxxxxx in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Railway's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxRailway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx Railway (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxRailway; (iii) cooperate with Xxxxxxxx Railway in good faith to contest such claim; and (iv) permit Xxxxxxxx Railway to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim in any permissible manner. The Xhe Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Railway shall determine; provided, however, that if Xxxxxxxx Railway directs the Executive to pay such claim and xxx sue for a refund, Xxxxxxxx Railway shall advance the amount of such payment paymxxx to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellRailway's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Stilwell in writing of any claim by cxxxx xx the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx Stilwell of a Gross-up Payment. Such Xxxx notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Stilwell's obligations under this Paragraph xxxx Xxxxxraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxStilwell. The Executive shall not pay shalx xxx xxy such claim less than 30 days after the Executive gives such notice to Xxxxxxxx Stilwell (or, if sooner, the date on thx xxxx xn which payment of such claim is due). If Xxxxxxxx Stilwell notifies the Executive in writing Executxxx xx xriting before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Stilwell any information that it reasonably xx xxxsonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Stilwell reasonably requests in writing xx xxxting from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxStilwell; (iii) cooperate cxxxxxxxx with Xxxxxxxx Stilwell in good faith to contest such contexx xxxx claim; and (iv) permit Xxxxxxxx Stilwell to participate in any proceedings xxxxxxdings relating to such claim; provided, however, that Xxxxxxxx Stilwell shall bear and pay directly dirxxxxx all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Stilwell shall control all proceedings proxxxxxxxx in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest contesx the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Stilwell shall determine; providedprovxxxx, howeverxowever, that if Xxxxxxxx Stilwell directs the Executive Exexxxxxx to pay such claim and xxx sue for a refund, Xxxxxxxx shall Stilwell xhall advance the amount txx xxxxnt of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, days after the Executive first obtains actual knowledge of such claimclaims; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x the Company's obligations under this Paragraph 7 Article VII only if and to the extent that such failure results in actual prejudice to Xxxxxxxxthe Company. The Executive shall not pay such claim less than 30 thirty (30) days after the Executive gives such notice to Xxxxxxxx the Company (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give Xxxxxxxx the Company any information that it reasonably requests relating to such claim;, (iib) take such action in connection with contesting such claim as Xxxxxxxx the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx;the Company, (iiic) cooperate with Xxxxxxxx the Company in good faith to contest such claim; , and (ivd) permit Xxxxxxxx the Company to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of reasonable costs and expenses. Without limiting the foregoing, Xxxxxxxx the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim in any permissible manner. The Txx Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Company shall determine; provided, however, that if Xxxxxxxx the Company directs the Executive to pay such claim and xxx sue for a refund, Xxxxxxxx the Company shall advance the amount of such payment payxxxt to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Railway's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxRailway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx Railway (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxRailway; (iii) cooperate with Xxxxxxxx Railway in good faith to contest such claim; and (iv) permit Xxxxxxxx Railway to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Exhibit 10.15 Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Railway shall determine; provided, however, that if Xxxxxxxx Railway directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx Railway shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellRailway's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Stilwell in writing of any claim by the IRS or other taxing authority authoritx that, if successful, would require the payment by Xxxxxxxx Stilwell of a Gross-up Payment. Such notice shall include the nature txx xxxxxe of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Stilwell's obligations under this Paragraph 7 only if and to the extent tx xxx xxxxnt that such failure results in actual prejudice to XxxxxxxxStilwell. The Executive shall not pay such claim less than 30 thirty (30) calendar days after the Executive gives such notice to Xxxxxxxx Stilwell (or, if sooner, the date on which payment of such claim is xxxxx xx due). If Xxxxxxxx Stilwell notifies the Executive in writing before the expiration of such expiratiox xx xxxh period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Stilwell any information that it reasonably requests relating requesxx xxxxxing to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Stilwell reasonably requests in writing from time to timexx xxxx, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxStilwell; (iii) cooperate with Xxxxxxxx in good Stilwell xx xxxx faith to contest such claim; and (iv) permit Xxxxxxxx Stilwell to participate in any proceedings relating to such relatinx xx xxxh claim; provided, however, that Xxxxxxxx Stilwell shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Stilwell shall control all proceedings in connection with connectixx xxxx such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim in any permissible permixxxble manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Stilwell shall determine; provided, however, that if Xxxxxxxx xx Xxxxxell directs the Executive to pay such claim and xxx sue for a refund, Xxxxxxxx Stilwell shall advance the amount of amounx xf such payment to the ExecutiveXxxxxtive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x the Company’s obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to Xxxxxxxxthe Company. The Executive shall not pay such claim less than 30 thirty (30) days after the Executive gives such notice to Xxxxxxxx the Company (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give Xxxxxxxx the Company any information that it reasonably requests relating to such claim;, (iib) take such action in connection with contesting such claim as Xxxxxxxx the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx;the Company, (iiic) cooperate with Xxxxxxxx the Company in good faith to contest such claim; , and (ivd) permit Xxxxxxxx the Company to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Company shall determine; provided, however, that if Xxxxxxxx the Company directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx the Company shall advance the amount of such payment to the Executive, on an interest-free basis basis, and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Company’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive’s discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. (1) The Executive shall notify ----------------------------- Xxxxxxxx the Corporation in writing of any claim by the IRS Internal Revenue Service or other taxing authority that, if successful, would require the payment by Xxxxxxxx the Corporation of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. . (2) The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure by the Executive to give or delay in giving such notice shall affect Xxxxxxxx'x the Corporation's obligations under this Paragraph 7 Section only if and to the extent that such failure results in actual prejudice to Xxxxxxxx. the Corporation. (3) The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx the Corporation (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Corporation notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx the Corporation any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx the Corporation reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxxthe Corporation; (iii) cooperate with Xxxxxxxx the Corporation in good faith to contest such claim; and (iv) permit Xxxxxxxx the Corporation to participate in any proceedings relating to such claim; providedPROVIDED, howeverHOWEVER, that Xxxxxxxx the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax Tax, income tax or income employment tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. . (4) Without limiting the foregoing, Xxxxxxxx the Corporation shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. . (5) The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Corporation shall determine; providedPROVIDED, howeverHOWEVER, that if Xxxxxxxx if: (i) the Corporation directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx the Corporation shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax , income tax or income employment tax, including related interest or penalties, imposed with respect to such advance; and further provided and, FURTHER PROVIDED; (ii) that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCorporation's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS Internal Revenue Service or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x the Company's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to Xxxxxxxxthe Company. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx the Company (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give Xxxxxxxx the Company any information that it reasonably requests relating to such claim;, (iib) take such action in connection with contesting such claim as Xxxxxxxx the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx;the Company, (iiic) cooperate with Xxxxxxxx the Company in good faith to contest such claim; , and (ivd) permit Xxxxxxxx the Company to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim xxxim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Company shall determine; provided, however, that if Xxxxxxxx the Company directs the Executive to pay such claim and xxx sue for a refund, Xxxxxxxx the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive's discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Stilwell in writing of any claim by the IRS or other taxing authority thatauthoritx xxxx, if successful, would require the payment by Xxxxxxxx Stilwell of a Gross-up Payment. Such notice shall include the nature of such xx xxxx claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Stilwell's obligations under this Paragraph 7 only if and to the extent that such extxxx xxxx xuch failure results in actual prejudice to XxxxxxxxStilwell. The Executive shall not pay such claim less than 30 thirty (30) cxxxxxxx days after the Executive gives such notice to Xxxxxxxx Stilwell (or, if sooner, the date on which payment of such claim is duexxx). If Xxxxxxxx Xx Stilwell notifies the Executive in writing before the expiration of such period xxxxxx that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Stilwell any information that it reasonably requests relating to such relatixx xx xxch claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Stilwell reasonably requests in writing from time to time, includingxxxxxxxxg, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxStilwell; (iii) cooperate with Xxxxxxxx Stilwell in good faith to fxxxx xx contest such claim; and (iv) permit Xxxxxxxx Stilwell to participate in any proceedings relating to such claimxxxxx; provided, however, that Xxxxxxxx Stilwell shall bear and pay directly all costs and expenses (including xxxxxxing additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Stilwell shall control all proceedings in connection with such contest sxxx xxxxest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Stilwell shall determine; provided, however, that if Xxxxxxxx directs the Stilwexx xxxxxts Executive to pay such claim and xxx sue for a refundxxxxxx, Xxxxxxxx Stilwell shall advance the amount of such payment xxyment to the ExecutiveExecutxxx, on xx an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues xxsues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Railway’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxRailway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx Railway (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) i. give Xxxxxxxx Railway any information that it reasonably requests relating to such claim; (ii) . take such action in connection with contesting such claim as Xxxxxxxx Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxRailway; (iii) . cooperate with Xxxxxxxx Railway in good faith to contest such claim; and (iv) . permit Xxxxxxxx Railway to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Railway shall determine; provided, however, that if Xxxxxxxx Railway directs the Executive to pay such claim and xxx sxx for a refund, Xxxxxxxx Railway shall advance the amount of such payment to the Executive, on an are interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Railway’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx KCSL in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx KCSL of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x KCSL's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxKCSL. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx KCSL (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx KCSL notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx KCSL any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx KCSL reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxKCSL; (iii) cooperate with Xxxxxxxx KCSL in good faith to contest such claim; and (iv) permit Xxxxxxxx KCSL to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx KCSL shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx KCSL shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx KCSL shall determine; provided, however, that if Xxxxxxxx KCSL directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx KCSL shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellKCSL's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx the Employer in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx the Employer of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x the Employer's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to Xxxxxxxxthe Employer. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx the Employer (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Employer notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) a. give Xxxxxxxx the Employer any information that it reasonably requests relating to such claim;, (ii) b. take such action in connection with contesting such claim as Xxxxxxxx the Employer reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx;the Employer, (iii) c. cooperate with Xxxxxxxx the Employer in good faith to contest such claim; , and (iv) d. permit Xxxxxxxx the Employer to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx the Employer shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Employer shall determine; provided, however, that if Xxxxxxxx the Employer directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx the Employer shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellEmployer's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx KCSI in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x KCSI's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxKCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx KCSI (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxKCSI; (iii) cooperate with Xxxxxxxx KCSI in good faith to contest such claim; and (iv) permit Xxxxxxxx KCSI to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the contesx xhe claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx KCSI shall determine; provided, however, that if Xxxxxxxx KCSI directs the Executive to pay such claim and xxx sue for a refund, Xxxxxxxx KCSI shall advance adxxxce the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellKCSI's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx KCSI in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x KCSI's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxKCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx KCSI (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxKCSI; (iii) cooperate with Xxxxxxxx KCSI in good faith to contest such claim; and (iv) permit Xxxxxxxx KCSI to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim cxxxm in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx KCSI shall determine; provided, however, that if Xxxxxxxx KCSI directs the Executive to pay such claim and xxx sue for a refund, Xxxxxxxx KCSI shall advance advaxxx the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellKCSI's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual Exhibit 10.16 knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Railway's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxRailway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx Railway (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxRailway; (iii) cooperate with Xxxxxxxx Railway in good faith to contest such claim; and (iv) permit Xxxxxxxx Railway to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Railway shall determine; provided, however, that if Xxxxxxxx Railway directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx Railway shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellRailway's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx KCSI in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x KCSI’s obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxKCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx KCSI (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxKCSI; (iii) cooperate with Xxxxxxxx KCSI in good faith to contest such claim; and (iv) permit Xxxxxxxx KCSI to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx KCSI shall determine; provided, however, that if Xxxxxxxx KCSI directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx KCSI shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's KCSI’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x the Company’s obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to Xxxxxxxxthe Company. The Executive shall not pay such claim less than 30 thirty (30) days after the Executive gives such notice to Xxxxxxxx the Company (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give Xxxxxxxx the Company any information that it reasonably requests relating to such claim; (iib) take such action in connection with contesting such claim as Xxxxxxxx the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxxthe Company; (iiic) cooperate with Xxxxxxxx the Company in good faith to contest such claim; and (ivd) permit Xxxxxxxx the Company to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a XxXxxxxx’x Corporation 73 court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Company shall determine; provided, however, that if Xxxxxxxx the Company directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Company’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive’s discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, days after the Executive first obtains actual knowledge of such claimclaims; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x the Company's obligations under this Paragraph 7 Article VII only if and to the extent that such failure results in actual prejudice to Xxxxxxxxthe Company. The Executive shall not pay such claim less than 30 thirty (30) days after the Executive gives such notice to Xxxxxxxx the Company (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give Xxxxxxxx the Company any information that it reasonably requests relating to such claim;, (iib) take such action in connection with contesting such claim as Xxxxxxxx the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx;the Company, (iiic) cooperate with Xxxxxxxx the Company in good faith to contest such claim; , and (ivd) permit Xxxxxxxx the Company to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of reasonable costs and expenses. Without limiting the foregoing, Xxxxxxxx the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Company shall determine; provided, however, that if Xxxxxxxx the Company directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Railway in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx Railway of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Railway's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxRailway. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx Railway (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx Railway notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Railway any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Railway reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxRailway; (iii) cooperate with Xxxxxxxx Railway in good faith to contest such claim; and (iv) permit Xxxxxxxx Railway to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx Railway shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Railway shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Railway shall determine; provided, however, that if Xxxxxxxx Railway directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx Railway shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellRailway's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to Xxxxxxxx. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx; (iii) cooperate with Xxxxxxxx in good faith to contest such claim; and (iv) permit Xxxxxxxx to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx shall determine; provided, however, that if Xxxxxxxx directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-Gross- up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x the Company's obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to Xxxxxxxxthe Company. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx the Company (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give Xxxxxxxx the Company any information that it reasonably requests relating to such claim;, (iib) take such action in connection with contesting such claim as Xxxxxxxx the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxx;the Company, (iiic) cooperate with Xxxxxxxx the Company in good faith to contest such claim; , and (ivd) permit Xxxxxxxx the Company to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim in any permissible mannermaxxxr. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Company shall determine; provided, however, that if Xxxxxxxx the Company directs the Executive to pay such claim and xxx sue for a refund, Xxxxxxxx the Company shall advance the amount of such sxxx payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellCompany's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive's discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify KCSI in ----------------------------- Xxxxxxxx in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx KCSI of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x KCSI's obligations under this Paragraph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxKCSI. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to Xxxxxxxx KCSI (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx KCSI notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx KCSI any information that it reasonably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx KCSI reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxKCSI; (iii) cooperate with Xxxxxxxx KCSI in good faith to contest such claim; and (iv) permit Xxxxxxxx KCSI to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx KCSI shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx KCSI shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim in any permissible manner. The Xhe Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx KCSI shall determine; provided, however, that if Xxxxxxxx KCSI directs the Executive to pay such claim and xxx sue for a refund, Xxxxxxxx KCSI shall advance the amount of such payment to the txx Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The StilwellKCSI's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx Stilwell in writing of any claim by the claxx xx xxe IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx Stilwell of a Gross-up Payment. Such Xxxx notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x Stilwell's obligations under this Paragraph txxx Xxxxxxaph 7 only if and to the extent that such failure results in actual prejudice to XxxxxxxxStilwell. The Executive shall not pay xxx xxx such claim less than 30 days after the Executive gives such notice to Xxxxxxxx Stilwell (or, if sooner, the date on which dxxx xx xhich payment of such claim is due). If Xxxxxxxx Stilwell notifies the Executive in writing Executivx xx xxxting before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give Xxxxxxxx Stilwell any information that it reasonably xx xxxxxnably requests relating to such claim; (ii) take such action in connection with contesting such claim as Xxxxxxxx Stilwell reasonably requests in writing ix xxxxxxg from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by XxxxxxxxStilwell; (iii) cooperate xxxxxrate with Xxxxxxxx Stilwell in good faith to contest such contxxx xxxx claim; and (iv) permit Xxxxxxxx Stilwell to participate in any proceedings xxxxxxxings relating to such claim; provided, however, that Xxxxxxxx Stilwell shall bear and pay directly pxx xxxxxtly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx Stilwell shall control all proceedings proxxxxxxxx in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx sue for a refund or contest the claim thx xlaim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx Stilwell shall determine; providedprovxxxx, howeverxxwever, that if Xxxxxxxx Stilwell directs the Executive to pay xx xxx such claim and xxx sue for a refund, Xxxxxxxx shall Stilwelx xhall advance the amount of such amoxxx xx xuch payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.

Amount Increased or Contested. The Executive shall notify ----------------------------- Xxxxxxxx the Company in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by Xxxxxxxx the Company of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 ten (10) business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect Xxxxxxxx'x the Company’s obligations under this Paragraph 7 Article only if and to the extent that such failure results in actual prejudice to Xxxxxxxxthe Company. The Executive shall not pay such claim less than 30 thirty (30) days after the Executive gives such notice to Xxxxxxxx the Company (or, if sooner, the date on which payment of such claim is due). If Xxxxxxxx the Company notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (ia) give Xxxxxxxx the Company any information that it reasonably requests relating to such claim; (iib) take such action in connection with contesting such claim as Xxxxxxxx the Company reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by Xxxxxxxxthe Company; (iiic) cooperate with Xxxxxxxx the Company in good faith to contest such claim; and (ivd) permit Xxxxxxxx the Company to participate in any proceedings relating to such claim; provided, however, that Xxxxxxxx the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, Xxxxxxxx the Company shall control all proceedings in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner. The Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Xxxxxxxx the Company shall determine; provided, however, that if Xxxxxxxx the Company directs the Executive to pay such claim and xxx for a refund, Xxxxxxxx the Company shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income taxTaxes, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes Taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Stilwell's Company’s control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall in Executive’s discretion be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority.