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 ▇▇▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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). ▇▇▇ ▇▇▇▇▇-▇▇ 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. ▇▇▇▇▇▇▇▇ shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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)). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ Railway shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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)). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ KCSI shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ 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 -------------------------- reasonable computation of ▇▇▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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)). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ Railway shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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)). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ Railway shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇'▇ Stilwell's independent auditors, which determinations shall be certified to by certi▇▇▇▇ ▇▇ ▇▇ 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 ▇▇▇▇▇▇▇▇ Stilwell pursuant to this Agreement or otherwise (collectively, the "Payments▇▇▇▇▇▇▇s") 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 ▇▇▇▇▇▇▇▇ Stilwell shall, immediately after such determination, pay the Executive an amount ▇▇ ▇▇▇▇▇t (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)). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ Stilwell shall cause the preparation and delivery to the Executive of a Execut▇▇▇ ▇▇ ▇ Certificate upon request at any time. ▇▇▇▇▇▇▇▇ Stilwell shall, in addition to complying with this Paragraph 7(hParagrap▇ ▇(▇), 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 ▇▇▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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)). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ Railway shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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)). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ Railway shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇'▇ Stilwell's independent auditors, which determinations shall be certified to by cert▇▇▇▇▇ ▇▇ ▇y 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 ▇▇▇▇▇▇▇▇ Stilwell pursuant to this Agreement or otherwise (collectively, the "Payments▇▇▇▇▇▇ts") 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 ▇▇▇▇▇▇▇▇ Stilwell shall, immediately after such determination, pay the Executive an amount ▇▇ ▇▇▇▇nt (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)). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ Stilwell shall cause the preparation and delivery to the Executive of Execu▇▇▇▇ ▇▇ a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ Stilwell shall, in addition to complying with this Paragraph 7(hParagra▇▇ ▇(▇), 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 ▇▇▇▇▇▇▇▇'▇ KCS’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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ KCS 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)). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ KCS shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ KCS 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 ▇▇▇▇▇▇▇▇'▇ KCS’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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ KCS 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)). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ KCS shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ KCS 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 ▇▇▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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)). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ Railway shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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)). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ Railway shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ 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 Stilwell's independent auditors, which determinations shall ▇▇ ▇▇▇▇▇▇▇▇'▇ independent auditors, which determinations shall be certified ied 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 ▇▇▇▇▇▇▇▇ Stilwell pursuant to this Agreement or otherwise (collectivelycollectiv▇▇▇, 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 Stilwell shall, immediately after such determination, pay E▇▇▇▇▇▇▇▇ 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)). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ Stilwell shall cause the preparation and delivery to the Executive of a Execut▇▇▇ ▇▇ ▇ Certificate upon request at any time. ▇▇▇▇▇▇▇▇ Stilwell shall, in addition to complying with this Paragraph 7(hParagrap▇ ▇(▇), 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 ▇▇▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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)). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ KCSI shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇'▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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)). ▇▇▇ ▇▇▇▇▇The Gross-▇▇ 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. ▇▇▇▇▇▇▇▇ Railway shall cause the preparation and delivery to the Executive of a Certificate upon request at any time. ▇▇▇▇▇▇▇▇ 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.