Common use of Gross-up for Certain Taxes Clause in Contracts

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx pursuant to this Agreement or otherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx shall, immediately after such determination, pay the Executive an amount (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k). Xxx Xxxxx-xx Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx pursuant to this Agreement or otherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx shall, immediately after such determination, pay the Executive an amount (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x Railway’s independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("“Certificate"”) delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx Railway, or KCS pursuant to this Agreement or otherwise (collectively, the "“Payments"”) is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "“Excise Taxes"”), then Xxxxxxxx Railway shall, immediately after such determination, pay the Executive an amount (the "“Gross-up Payment"”) equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k)). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx Railway shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx Railway shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's ’s individual tax returns on a timely basis.

Gross-up for Certain Taxes. (a) If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x Allstate’s independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any monetary or other benefit received or deemed received by the Executive from Xxxxxxxx the Company or any Affiliate pursuant to this Agreement or otherwise otherwise, whether or not in connection with a Change of Control (such monetary or other benefits collectively, the "“Potential Parachute Payments") ”), is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law other than Section 409A of the Code (such excise tax and all such similar taxes collectively, "“Excise Taxes"”), then Xxxxxxxx the Company shall, immediately subject to Sections 5.6 and 5.7, within five business days after such determination, pay the Executive an amount (the "“Gross-up Up Payment"”) equal to the product of: (i) the amount of such Excise Taxes; Taxes multiplied by (ii) the Gross-up Up Multiple (as defined in Paragraph 7(kSection 5.4). Xxx XxxxxThe Gross-xx Up Payment is intended to compensate the Executive for the all Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to Potential Parachute Payments and all Taxes or Excise Taxes payable by Executive with respect to the Gross-up Up Payment. Xxxxxxxx The Company shall cause not compensate Executive for any taxes, penalties or interest related to Section 409A of the Code payable by Executive. (b) The determination of Allstate’s independent auditors described in Section 5.1(a), including the detailed calculations of the amounts of the Potential Parachute Payments, Excise Taxes and Gross-Up Payment and the assumptions relating thereto, shall be set forth in a written certificate of such auditors (the “Company Certificate”) delivered to Executive. Executive or the Company may at any time request the preparation and delivery to the Executive of a Company Certificate. The Company shall cause the Company Certificate upon request at any time. Xxxxxxxx shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made delivered to Executive as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basisafter such request.

Gross-up for Certain Taxes. If it is determined (by the reasonable -------------------------- reasonable computation of Xxxxxxxx'x Railway's independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx Railway or KCSI pursuant to this Agreement or otherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx Railway shall, immediately after such determination, pay the Executive an amount (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k)). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx Railway shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx Railway shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x KCSI’s independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("“Certificate"”) delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx KCSI or Railway pursuant to this Agreement or otherwise (collectively, the "“Payments"”) is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "“Excise Taxes"”), then Xxxxxxxx KCSI shall, immediately after such determination, pay the Executive an amount (the "“Gross-up Payment"”) equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k)). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx KCSI shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx KCSI shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's ’s individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x Railway's independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx Railway, KCSL or KCSI pursuant to this Agreement or otherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx Railway shall, immediately after such determination, pay the Executive an amount (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k)). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx Railway shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx Railway shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. (a) If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x the Company's independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("Company Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx the Company pursuant to this Agreement or otherwise (collectively, the "Potential Parachute Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx the Company shall, immediately after such determination, pay the Executive an amount (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; excise Taxes multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(kSection 5.4). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx For all purposes of this Article V, Executive shall cause be deemed to be subject to the highest effective marginal rate of Taxes. The Executive or the Company may at any time request the preparation and delivery to the Executive of a Certificate upon request at any timeCertificate. Xxxxxxxx The Company shall, in addition to complying with this Paragraph 7(h)Section 5.2, cause all determinations and certifications under Paragraphs 7(h)-(o) the Article to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x Railway’s independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("“Certificate"”) delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx Railway, or KCS pursuant to this Agreement or otherwise (collectively, the "“Payments"”) is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "“Excise Taxes"”), then Xxxxxxxx Railway shall, immediately after such determination, pay the Executive an amount (the "“Gross-up Payment"”) equal to the product of: (i) the amount of such Excise Taxes; multiplied by by (ii) the Gross-up Multiple (as defined in Paragraph 7(k)). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx Railway shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx Railway shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's ’s individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x KCSL's independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx KCSL, KCSI or Railway pursuant to this Agreement or otherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx KCSL shall, immediately after such determination, pay the Executive an amount (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k)). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx KCSL shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx KCSL shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx pursuant to this Agreement or otherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx shall, immediately after such determination, pay the Executive an amount (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x Stilwell's independent auditors, which determinations shall be certified to by certixxxx xx xx such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx Stilwell pursuant to this Agreement or otherwise (collectively, the "PaymentsXxxxxxxs") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx Stilwell shall, immediately after such determination, pay the Executive an amount xx xxxxxt (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k)). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx Stilwell shall cause the preparation and delivery to the Executive of a Executxxx xx x Certificate upon request at any time. Xxxxxxxx Stilwell shall, in addition to complying with this Paragraph 7(hParagrapx 0(x), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x Stilwell's independent auditors, which determinations xxxxxxxxxxions shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx Stilwell pursuant to this Agreement or otherwise xxxxxxxxe (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx Stilwell shall, immediately after such determinationxxxxxxxxation, pay the Executive an amount (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx Stilwell shall cause the preparation and delivery anx xxxxxxry to the Executive of a Certificate upon request at any time. Xxxxxxxx Stilwell shall, in addition to complying with comxxxxxx xith this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x Railway’s independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("“Certificate"”) delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx Railway, KCSL or KCSI pursuant to this Agreement or otherwise (collectively, the "“Payments"”) is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "“Excise Taxes"”), then Xxxxxxxx Railway shall, immediately after such determination, pay the Executive an amount (the "“Gross-up Payment"”) equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k)). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx Railway shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx Railway shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's ’s individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x Stilwell's independent auditors, which determinations xxxxx xxxerminations shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx Stilwell pursuant to this Agreement or otherwise Agreemxxx xx xtherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx Stilwell shall, immediately after such determinationaftex xxxx xetermination, pay the Executive an amount (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx Stilwell shall cause the preparation and preparaxxxx xxx delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx Stilwell shall, in addition to complying xx xxxxlying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x Stilwell's independent auditors, which determinations shall be certified to by certxxxxx xx xy such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx Stilwell pursuant to this Agreement or otherwise (collectively, the "PaymentsXxxxxxts") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx Stilwell shall, immediately after such determination, pay the Executive an amount xx xxxxnt (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k)). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx Stilwell shall cause the preparation and delivery to the Executive of Execuxxxx xx a Certificate upon request at any time. Xxxxxxxx Stilwell shall, in addition to complying with this Paragraph 7(hParagraxx 0(x), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the reasonable -------------------------- reasonable computation of Xxxxxxxx'x KCSI's independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx KCSI or Railway pursuant to this Agreement or otherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx KCSI shall, immediately after such determination, pay the Executive an amount (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k)). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx KCSI shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx KCSI shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx pursuant to this Agreement or otherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx shall, immediately after such determination, pay the Executive an amount (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by by (ii) the Gross-up Multiple (as defined in Paragraph 7(k). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x KCSL's independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx KCSL, KCSI or Railway pursuant to this Agreement or otherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx KCSL shall, immediately after such determination, pay the Executive an amount (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k)). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx KCSL shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx KCSL shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x Railway's independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx Railway, KCSL or KCSI pursuant to this Agreement or otherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, Exhibit 10.16 "Excise Taxes"), then Xxxxxxxx Railway shall, immediately after such determination, pay the Executive an amount (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k)). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx Railway shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx Railway shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x Stilwell's independent auditorsauditoxx, which xxxxx determinations shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx Stilwell pursuant to this Agreement or Agrexxxxx xx otherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx Stilwell shall, immediately after such xxxxx xxch determination, pay the Executive an amount (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx Stilwell shall cause the preparation and prepaxxxxxx xnd delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx Stilwell shall, in addition to complying xxxplying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x Stilwell's independent auditorsauditorx, which determinations xxxxx xeterminations shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any benefit received or deemed received by the Executive from Xxxxxxxx Stilwell pursuant to this Agreement or Agrexxxxx xx otherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx Stilwell shall, immediately after such afxxx xxxx determination, pay the Executive an amount (the "Gross-up Payment") equal to the product of: (i) the amount of such Excise Taxes; multiplied by (ii) the Gross-up Multiple (as defined in Paragraph 7(k). Xxx XxxxxThe Gross-xx up Payment is intended to compensate the Executive for the Excise Taxes and any federal, state, local or other income or excise taxes or other taxes payable by the Executive with respect to the Gross-up Payment. Xxxxxxxx Stilwell shall cause the preparation and prepaxxxxxx xnd delivery to the Executive of a Certificate upon request at any time. Xxxxxxxx Stilwell shall, in addition to complying additixx xx xxmplying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made as soon as reasonably possible and in adequate time to permit the Executive to prepare and file the Executive's individual tax returns on a timely basis.

Gross-up for Certain Taxes. (i) If it is determined (by the -------------------------- reasonable computation of Xxxxxxxx'x Company's independent auditors, which determinations shall be certified to by such auditors and set forth in a written certificate ("Certificate") delivered to the Executive) that any monetary or other benefit received or deemed received by the Executive from Xxxxxxxx the Company or any Affiliate thereof pursuant to this Agreement or otherwise otherwise, whether or not in connection with a Change in Control (such monetary or other benefits collectively, the "Potential Parachute Payments") ), is or will become subject to any excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then Xxxxxxxx the Company shall, immediately subject to Sections 13(f) and 13(g), within five business days after such determination, pay the Executive an amount (the "Gross-up Up Payment") equal to the product of: (i1) the amount of such Excise Taxes; Taxes multiplied by (ii2) the Gross-up Up Multiple (as defined in Paragraph 7(kSection 13(d)). Xxx XxxxxThe Gross-xx Up Payment is intended to compensate the Executive for the all Excise Taxes payable by Executive with respect to Potential Parachute Payments and any all federal, state, local or other income or excise taxes income, employment or other taxes ("Taxes") or Excise Taxes payable by the Executive with respect to the Gross-up Up Payment. (ii) The determination of the Company's independent auditors described in Section 13(a)(i), including the detailed calculations of the amounts of the Potential Parachute Payments, Excise Taxes and Gross-Up Payment and the assumptions relating thereto, shall be set forth in a written certificate of such auditors (the "Company Certificate") delivered to Executive. Xxxxxxxx shall cause Executive or the Company may at any time request the preparation and delivery to the Executive of a Company Certificate. The Company shall cause the Company Certificate upon request at any time. Xxxxxxxx shall, in addition to complying with this Paragraph 7(h), cause all determinations and certifications under Paragraphs 7(h)-(o) to be made delivered to Executive as soon as reasonably possible and after such request. (iii) For purposes of this Section 13, the term "Change in adequate time Control" means any one or more of the following to permit occur after the Executive to prepare and file the Executive's individual tax returns on a timely basis.date of this Agreement: