Prior Notice and Approval Before Payments To Be Made. No payments shall be made by Central Jersey to any director, officer or employee in accordance with any agreement, contract, plan or arrangement (including, but not limited to any employment agreement, severance arrangement, stock option, deferred compensation plan, bonus, vacation or leave plan or other compensation or benefits program), including payments upon the termination of such agreement, contract, plan or arrangement or upon the termination of employment or service of such recipient with Central Jersey, except to the extent that such intended payments (i) have been set forth in the Central Jersey Schedules furnished to Kearny at the date of this Agreement, (ii) are with prior written notice to Kearny of such intended payment, (iii) are made contemporaneous with the delivery of a written acknowledgement and release executed by the recipient and Central Jersey satisfactory to Kearny in form and substance, and (iv) are with the consent of Kearny. Prior to Central Jersey making any such payments to any officer or director, Central Jersey, with the assistance of its tax accountants, shall determine that no such payments, if made, shall constitute an “excess parachute payment” in accordance with Section 280G of the Code and that such payment shall not exceed the deductibility limitations at Section 162(m) of the Code, and Central Jersey shall furnish Kearny with a detailed schedule related to such determination prior to making any such payments.
Prior Notice and Approval Before Payments To Be Made. No payments shall be made by North Penn to any director, officer or employee in accordance with any agreement, contract, plan or arrangement (including, but not limited to any employment agreement, severance arrangement, stock option, deferred compensation plan, bonus, vacation or leave plan or other compensation or benefits program), including payments upon the termination of such agreement, contract, plan or arrangement or upon the termination of employment or service of such recipient with North Penn, except to the extent that such intended payments (i) have been set forth in the North Penn Schedules furnished to Xxxxxxx at the date of this Agreement, (ii) are with prior written notice to Xxxxxxx of such intended payment, (iii) are made contemporaneous with the delivery of a written acknowledgement and release executed by the recipient and North Penn satisfactory to Xxxxxxx in form and substance, and (iv) are with the consent of Xxxxxxx. Prior to North Penn making any such payments to any officer or director, North Penn, with the assistance of its tax accountants, shall determine that no such payments, if made, shall constitute an “excess parachute payment” in accordance with Section 280G of the Code and that such payment shall not exceed the deductibility limitations at Section 162(m) of the Code, and North Penn shall furnish Xxxxxxx with a detailed schedule related to such determination prior to making any such payments.
Prior Notice and Approval Before Payments To Be Made. No payments shall be made by Sterling to any director, officer or employee in accordance with any agreement, contract, plan or arrangement (including, but not limited to any employment agreement, severance arrangement, stock option, non-compete agreements, deferred compensation plan, bonus, vacation or leave plan or other compensation or benefits program), which payments arise upon the termination of such agreement, contract, plan or arrangement or upon the termination of employment or service of such recipient with Sterling, except to the extent that such intended payments (i) have been set forth in the Sterling Schedules furnished to Roma at the date of this Agreement, (ii) with prior written notice to Roma of such intended payment, and (iii) delivery of a written acknowledgement and release executed by the recipient and Sterling reasonably satisfactory to Roma in form and substance. Prior to Sterling making any such payments to any officer or director, Sterling, with the assistance of its tax accountants, shall determine that no such payments, if made, shall constitute an “excess parachute payment” in accordance with Section 280G of the Code, and Sterling shall furnish Roma with a detailed schedule related to such determination prior to making any such payments.
Prior Notice and Approval Before Payments To Be Made. (a) No payments shall be made by Community or Community Bank to any director, officer or employee in accordance with any agreement, contract, plan or arrangement (including, but not limited to any employment agreement, severance arrangement, stock option, deferred compensation plan, vacation or leave plan or other compensation or benefits program), upon the termination of such agreement, contract, plan or arrangement or upon the termination of employment or service of such recipient with Community or Community Bank, except to the extent that such intended payments (i) have been set forth in the Community Schedules furnished to Sun at the date of this Agreement, (ii) with prior written notice to Sun of such intended payment, (iii) delivery of a written acknowledgement and release executed by the recipient and the Community and Community Bank satisfactory to Sun in form and substance, and (iv) the consent of Sun.
Prior Notice and Approval Before Payments To Be Made. No payments shall be made by Delaware to any director, officer or employee in accordance with any agreement, contract, plan or arrangement (including, but not limited to any employment agreement, severance arrangement, stock option, deferred compensation plan, bonus, vacation or leave plan or other compensation or benefits program), including payments upon the termination of such agreement, contract, plan or arrangement or upon the termination of employment or service of such recipient with Delaware, except to the extent that such intended payments (i) have been set forth in the Delaware Schedules furnished to Xxxxxxx at the date of this Agreement, (ii) are with prior written notice to Xxxxxxx of such intended payment, (iii) are made contemporaneous with the delivery of a written acknowledgement and release executed by the recipient and Delaware satisfactory to Xxxxxxx in form and substance, and (iv) are with the consent of Xxxxxxx. Prior to Delaware making any such payments to any officer or director, Delaware, with the assistance of its tax accountants, shall determine that no such payments, if made, shall constitute an “excess parachute payment” in accordance with Section 280G of the Code and that such payment shall not exceed the deductibility limitations at Section 162(m) of the Code, and Delaware shall furnish Xxxxxxx with a detailed schedule related to such determination prior to making any such payments.
Prior Notice and Approval Before Payments To Be Made. No payments shall be made by Xxxx to any director, officer or employee in accordance with any agreement, contract, plan or arrangement (including, but not limited to any employment agreement, severance arrangement, stock option, non-compete agreements, deferred compensation plan, bonus, vacation or leave plan or other compensation or benefits program), which payments arise upon the termination of such agreement, contract, plan or arrangement or upon the termination of employment or service of such recipient with Xxxx, except to the extent that such intended payments (i) have been set forth in the Noah Disclosure Schedules furnished to TBOP at the date of this Agreement, (ii) with prior written notice to TBOP of such intended payment, and (iii) delivery of a written acknowledgement and release executed by the recipient and Xxxx reasonably satisfactory to TBOP in form and substance. Prior to Xxxx making any such payments to any officer or director, Xxxx, with the assistance of its tax accountants, shall determine that no such payments, if made, shall constitute an “excess parachute payment” in accordance with Section 280G of the Code, and Xxxx shall furnish TBOP with a detailed schedule related to such determination prior to making any such payments.
Prior Notice and Approval Before Payments To Be Made. No ------------------------------------------------------ payments shall be made by Advantage to any director, officer or employee in accordance with any agreement, contract, plan or arrangement (including, but not limited to any employment agreement, severance arrangement, stock option, deferred compensation plan, bonus, vacation or leave plan or other compensation or benefits program), including payments upon the termination of such agreement, contract, plan or arrangement or upon the termination of employment or service of such recipient with Advantage, except to the extent that such intended payments (i) have been set forth in the Advantage Schedules furnished to Sun at the date of this Agreement, (ii) with prior written notice to Sun of such intended payment, (iii) delivery of a written acknowledgement and release executed by the recipient and Advantage satisfactory to Sun in form and substance, and (iv) the consent of Sun. Prior to Advantage making any such payments to any officer or director, Advantage, with the assistance of its tax accountants, shall determine that no such payments, if made, shall constitute an "excess parachute payment" in accordance with Section 280G of the Code, and Advantage shall furnish Sun with a detailed schedule related to such determination prior to making any such payments.
Prior Notice and Approval Before Payments To Be Made. Without the express prior written consent of Purchaser, no payments shall be made by Shore to any director, officer or employee in accordance with any agreement, contract, plan or arrangement (including, but not limited to any employment agreement, change in control agreement, severance arrangement, stock option, non-compete agreements, deferred compensation plan, bonus, vacation or leave plan or other compensation or benefits program), which payments arise upon the termination of such agreement, contract, plan or arrangement or upon the termination of employment or service of such recipient with Shore, except to the extent that (i) such intended payments have been set forth in the Shore Disclosure Schedule furnished to Purchaser at the date of this Agreement, (ii) prior written notice has been provided to Purchaser of such intended payment, and (iii) a written acknowledgement and release, executed by the recipient and Shore, reasonably satisfactory to Purchaser in form and substance, has been delivered to Purchaser. Prior to Shore making any such payments to any officer or director, Shore, with the assistance of its tax accountants, shall determine that no such payments, if made, shall constitute an “excess parachute payment” in accordance with Section 280G of the Code, and Shore shall furnish Purchaser with a detailed schedule related to such determination prior to making any such payments.
Prior Notice and Approval Before Payments To Be Made. No payments shall be made by Seller or Seller Bank to any director, officer or employee in accordance with any agreement, contract, plan or arrangement (including, but not limited to any employment agreement, severance arrangement, stock option, deferred compensation plan, bonus, vacation or leave plan or other compensation or benefits program), including payments upon the termination of such agreement, contract, plan or arrangement or upon the termination of employment or service of such recipient with Seller or Seller Bank, except to the extent that such intended payments (i) have been set forth in the Seller Schedules furnished to Buyer at the date of this Agreement, (ii) are made with prior written notice to Buyer of such intended payment, (iii) are made contemporaneous with the delivery of a written acknowledgement and release executed by the recipient and Seller or Seller Bank reasonably satisfactory to Buyer in form and substance relating to such payment, (iv) are subject to a written non-objection under, or exemption from, the Golden Parachute Payments Regulations that has been obtained and is reasonably satisfactory, and furnished, to the Buyer, and (v) do not exceed the deductibility limitations under Section 162(m) of the Code, and/or are not excess parachute payments under Section 280G of the Code. Prior to Seller or Seller Bank making any such payments to any officer or director (or former officer or former director), Seller, with the assistance of its tax accountants, shall determine that no such payments, if made, shall constitute an “excess parachute payment” in accordance with Section 280G of the Code, that such payment shall not exceed the deductibility limitations under Section 162(m) of the Code and Seller and Seller Bank shall furnish Buyer with a detailed schedule and documentation related to such determination at least two business days prior to making any such payments.
Prior Notice and Approval Before Payments To Be Made. Without the express prior written consent of 1st Constitution, no payments shall be made by NJCB to any director, officer or employee in accordance with any agreement, contract, plan or arrangement (including, but not limited to any employment agreement, change in control agreement, severance arrangement, stock option, non-compete agreements, deferred compensation plan, bonus, vacation or leave plan or other compensation or benefits program), which payments arise upon the termination of such agreement, contract, plan or arrangement or upon the termination of employment or service of such recipient with NJCB, except to the extent that (i) such intended payments have been set forth in the NJCB Disclosure Schedule furnished to 1st Constitution at the date of this Agreement, (ii) prior written notice has been provided to 1st Constitution of such intended payment, and (iii) a written acknowledgement and release, executed by the recipient and NJCB, reasonably satisfactory to 1st Constitution in form and substance, has been delivered to 1st Constitution. Prior to NJCB making any such payments to any officer or director, NJCB, with the assistance of its tax accountants, shall determine that no such payments, if made, shall constitute an “excess parachute payment” in accordance with Section 280G of the Code, and NJCB shall furnish 1st Constitution with a detailed schedule related to such determination prior to making any such payments.
