Common use of Determination by Executive Clause in Contracts

Determination by Executive. (i) If Stilwell shall fail (a) to deliver a Certificate to Executxxx xx (b) to pay to Executive the amount of the Gross-up Payment, if any, within fourteen (14) calendar days after receipt from Executive of a written request for a Certificate, or if at any time following receipt of a Certificate Executive disputes the amount of the Gross-up Payment set forth therein, Executive may elect to demand the payment of the amount which Executive, in accordance with an opinion of counsel to Executive ("Executive Counsel Opinion"), determines to be the Gross-up Payment. Any such demand by Executive shall be made by delivery to Stilwell of a written notice which specifies the Gross-up Xxxxxxx determined by Executive and an Executive Counsel Opinion regarding such Gross-up Payment (such written notice and opinion collectively, the "Executive's Determination"). Within fourteen (14) calendar days after delivery of the Executive's Determination to Stilwell, Stilwell shall either (a) pay Executive the Grosx-xx Xxxmexx xxx xorth in the Executive's Determination (less the portion of such amount, if any, previously paid to Executive by Stilwell) or (b) deliver to Executive a Certificate specifying the Gross-up Payment determined by Stilwell's independent auditors, together witx xx xxxxxon of Stilwell's counsel ("Stilwell Counsel Opinion"), and pay Exxxxxxxx xhe Gross-up Xxxxxxx specified in such Certificate. If for any reason Stilwell fails to comply with clause (b) of the preceding xxxxxxxx, the Gross-up Payment specified in the Executive's Determination shall be controlling for all purposes.

Determination by Executive. (i) If Stilwell shall fail (a) to deliver a Certificate to Executxxx Executixx xx (bx) to pay to Executive the amount of the Gross-up Payment, if any, within fourteen (14) calendar days after receipt from Executive of a written request for a Certificate, or if at any time following receipt of a Certificate Executive disputes the amount of the Gross-up Payment set forth therein, Executive may elect to demand the payment of the amount which Executive, in accordance with an opinion of counsel to Executive ("Executive Counsel Opinion"), determines to be the Gross-up Payment. Any such demand by Executive shall be made by delivery to Stilwell of a written notice which specifies the Gross-up Xxxxxxx determined Pxxxxxx xetermined by Executive and an Executive Counsel Opinion regarding such Gross-up Payment (such written notice and opinion collectively, the "Executive's Determination"). Within fourteen (14) calendar days after delivery of the Executive's Determination to Stilwell, Stilwell shall either (a) pay Executive the GrosxGross-xx Xxxmexx Xxxxenx xxx xorth xxrth in the Executive's Determination (less the portion of such amount, if any, previously paid to Executive by Stilwell) or (b) deliver to Executive a Certificate specifying the Gross-up Payment determined by Stilwell's independent auditors, together witx xx xxxxxon of Stilwellwith an opinion ox Xxxxxxxx's counsel ("Stilwell Counsel Opinion"), and pay Exxxxxxxx xhe xxe Gross-up Xxxxxxx specified in such Certificate. If for any reason Stilwell fails to comply with clause (b) of the preceding xxxxxxxxsxxxxxxx, the Gross-up Payment specified in the Executive's Determination shall be controlling for all purposes.

Determination by Executive. (i) If Stilwell shall fail (a) to deliver a Certificate to Executxxx Executixx xx (bx) to pay to Executive the amount of the Gross-up Payment, if any, within fourteen (14) calendar days after receipt from Executive of a written request for a Certificate, or if at any time following receipt of a Certificate Executive disputes the amount of the Gross-up Payment set forth therein, Executive may elect to demand the payment of the amount which Executive, in accordance with an opinion of counsel to Executive ("Executive Counsel Opinion"), determines to be the Gross-up Payment. Any such demand by Executive shall be made by delivery to Stilwell of a written notice which specifies the Gross-up Xxxxxxx determined Pxxxxxx xetermined by Executive and an Executive Counsel Opinion regarding such Gross-up Payment (such written notice and opinion collectively, the "Executive's Determination"). Within fourteen (14) calendar days after delivery of the Executive's Determination to Stilwell, Stilwell shall either (a) pay Executive the GrosxGross-xx Xxxmexx Xxxxenx xxx xorth xxrth in the Executive's Determination (less the portion of such amount, if any, previously paid to Executive by Stilwell) or (b) deliver to Executive a Certificate specifying the Gross-up Payment determined by Stilwell's independent auditors, together witx xx xxxxxon of Stilwellwith an opinion ox Xxxxxxxx's counsel ("Stilwell Counsel Opinion"), and pay Exxxxxxxx xhe Grossthx Xxxxx-up Xxxxxxx Payment specified in such Certificate. If for any reason Stilwell fails to comply with clause (b) of the preceding xxxxxxxxsentence, the xxx Gross-up Payment specified in the Executive's Determination shall be controlling for all purposes.

Determination by Executive. (i) If Stilwell shall fail (a) to deliver a Certificate to Executxxx Executixx xx (bx) to pay to Executive the amount of the Gross-up Payment, if any, within fourteen (14) calendar days after receipt from Executive of a written request for a Certificate, or if at any time following receipt of a Certificate Executive disputes the amount of the Gross-up Payment set forth therein, Executive may elect to demand the payment of the amount which Executive, in accordance with an opinion of counsel to Executive ("Executive Counsel Opinion"), determines to be the Gross-up Payment. Any such demand by Executive shall be made by delivery to Stilwell of a written notice which specifies the Gross-up Xxxxxxx determined Payment xetermined by Executive and an Executive Counsel Opinion regarding such Gross-up Payment (such written notice and opinion collectively, the "Executive's Determination"). Within fourteen (14) calendar days after delivery of the Executive's Determination to Stilwell, Stilwell shall either (a) pay Executive the GrosxGross-xx Xxxmexx Xxxxenx xxx xorth xxrth in the Executive's Determination (less the portion of such amount, if any, previously paid to Executive by Stilwell) or (b) deliver to Executive a Certificate specifying the specifyxxx xxx Gross-up Payment determined by Stilwell's independent auditors, together witx xx xxxxxon of Stilwellwith an opinion ox Xxxxxxxx's counsel ("Stilwell Counsel Opinion"), and pay Exxxxxxxx xhe xxe Gross-up Xxxxxxx Payment specified in such Certificate. If for any reason Stilwell fails to comply with clause (b) of the preceding xxxxxxxxsxxxxxxx, the Gross-up Payment specified in the Executive's Determination shall be controlling for all purposes.

Determination by Executive. (i) If Stilwell Xxxxxxxx shall fail (a) to deliver a Certificate to Executxxx xx Executive or (b) to pay to Executive the amount of the Gross-up Payment, if any, within fourteen (14) calendar days after receipt from Executive of a written request for a Certificate, or if at any time following receipt of a Certificate Executive disputes the amount of the Gross-up Payment set forth therein, Executive may elect to demand the payment of the amount which Executive, in accordance with an opinion of counsel to Executive ("Executive Counsel Opinion"), determines to be the Gross-up Payment. Any such demand by Executive shall be made by delivery to Stilwell Xxxxxxxx of a written notice which specifies the Gross-up Xxxxxxx Payment determined by Executive and an Executive Counsel Opinion regarding such Gross-up Payment (such written notice and opinion collectively, the "Executive's Determination"). Within fourteen (14) calendar days after delivery of the Executive's Determination to StilwellXxxxxxxx, Stilwell Xxxxxxxx shall either (a) pay Executive the GrosxGross-xx Xxxmexx xxx xorth up Payment set forth in the Executive's Determination (less the portion of such amount, if any, previously paid to Executive by StilwellXxxxxxxx) or (b) deliver to Executive a Certificate specifying the Gross-up Payment determined by Stilwell's Xxxxxxxx'x independent auditors, together witx xx xxxxxon with an opinion of Stilwell's Xxxxxxxx'x counsel ("Stilwell Xxxxxxxx Counsel Opinion"), and pay Exxxxxxxx xhe Executive the Gross-up Xxxxxxx Payment specified in such Certificate. If for any reason Stilwell Xxxxxxxx fails to comply with clause (b) of the preceding xxxxxxxxsentence, the Gross-up Payment specified in the Executive's Determination shall be controlling for all purposes.