Pre-Opening Program. It is contemplated that certain activities must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). The Company and the Interest Owners shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of the Interest Owners or the Company in completing the Hotel. The Interest Owners shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”). The Interest Owners shall also fund all reserve accounts and other accounts required under the Franchise Agreement, as applicable, to be funded before the Effective Time. Notwithstanding the foregoing, at the Closing, the Interest Owners shall receive a credit in an amount equal to all such accounts funded by the Interest Owners before the Closing Date, provided that (i) such accounts were required by the Franchisor or otherwise approved by Buyer (which approval shall not be unreasonably withheld), and (ii) the Interest Owners shall not receive a credit for any account to the extent the same is intended to cover Pre-Opening Costs.
Pre-Opening Program. It is contemplated that certain activities must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property at least six (6) months in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”). Seller shall also fund all working capital accounts, reserve accounts and other accounts required under the Management Agreement or the Franchise Agreement, to be funded before the Effective Time, but Seller shall receive a credit therefor at Closing to the extent provided in Section 12.1(c).
Pre-Opening Program. It is contemplated that certain activities must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor, Manager and Buyer reasonable access to the Property at least six (6) months in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property, which costs are specifically identified on the pre-opening budget attached hereto as Exhibit I and made a part hereof, up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”). Seller shall also fund all working capital accounts, reserve accounts and other accounts required under the Franchise Agreement, to be funded before the Effective Time, but Seller shall receive a credit therefor at Closing to the extent provided in Section 12.1(c).
Pre-Opening Program. It is contemplated that certain activities must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”), which Pre-Opening Program shall be developed by Buyer and Buyer’s proposed manager. Seller shall cooperate in good faith with and be responsible for the costs of the Pre-Opening Program and shall provide the Franchisor and Buyer reasonable access to the Property at least sixty (60) days in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”). The Pre-Opening Program shall consist of the following:
Pre-Opening Program. It is contemplated that certain activities must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner as of the date that the Hotel opens for business to the public (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Manager, the Franchisor and Buyer reasonable access to the Property at least six (6) months in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the date the Hotel opens for business to the public, regardless of when such costs are payable (the “Pre-Opening Costs”); provided, however, that Seller shall not be required to fund more than the amount set forth in Item 20 of Schedule 1, and Buyer shall pay for all Pre-Opening Costs in excess of the amount set forth in Item 20 of Schedule 1, if all of the Pre-Opening Costs were required under the Management Agreement or the Franchise Agreement, as applicable or Buyer otherwise has approved all of the Pre-Opening Costs, which approval shall not be unreasonably withheld. Seller shall also fund all working capital accounts, reserve accounts and other accounts required under the Management Agreement or the Franchise Agreement, as applicable, to be funded at or before the Closing Date. Notwithstanding the foregoing, at the Closing, Seller shall receive a credit in an amount equal to all such accounts funded by Seller before the Closing Date, provided that (i) such accounts were required by the Third Party Manager or the Franchisor, as applicable, or otherwise approved by Buyer (which approval shall not be unreasonably withheld), (ii) Seller shall not receive a credit for any account to the extent the same is intended to cover Pre-Opening Costs for which Seller is responsible and which have not been paid as of the Closing and (iii) at Closing Seller shall transfer to Buyer (or Buyer shall receive a credit for) the working capital account balance that Seller is required to provide in the amount specified in Item 17 of Schedule 1.
Pre-Opening Program. Prior to the Commencement Date, Manager shall develop and implement a pre-opening program for the Resort in accordance with Pre-Opening Budgets to be developed and approved pursuant to Section 1.8 hereof and as part of such program shall on behalf of the Partnership (a) recruit, hire and train the initial staff of the Resort using such training techniques as Manager shall reasonably deem advisable, (b) organize the Resort's operations and services, including licensees and concessionaires, and (c) provide a marketing program for the Resort, which shall include advertising, promotions, literature, travel, business entertainment and opening celebration ceremonies (all of the foregoing begin referred to herein as the "Pre-Opening Program").
Pre-Opening Program. It is contemplated that certain activities must be undertaken prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at and following the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor, Manager and Buyer reasonable access to the Property in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to unreasonably interfere with or delay the activities of Seller in completing the Hotel. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”) in accordance with the Pre-Opening Budget attached hereto as Exhibit K (the “Pre-Opening Budget”). Seller shall also fund all reserve accounts and other accounts required under the Existing Franchise Agreement, as applicable, to be funded before the Effective Time. Notwithstanding the foregoing, at the Closing, Seller shall receive a credit in an amount equal to all such accounts funded by Seller before the Closing Date, provided that (i) such accounts were required by the Franchisor or otherwise approved by Buyer (which approval shall not be unreasonably withheld), and (ii) Seller shall not receive a credit for any account to the extent the same is intended to cover Pre-Opening Costs.
Pre-Opening Program. In addition to providing technical assistance services pursuant to Section 1.1 of this Agreement, during the Pre-Opening Period, Manager shall (a) recruit and train the initial staff of the Hotel using such training techniques as Manager shall reasonably deem advisable, (b) organize the Hotel's operations and services, including licenses and concessionaires, and (c) provide for the marketing program of the Hotel, which shall include advertising, promotions, literature, travel, business entertainment and opening celebration ceremonies.
Pre-Opening Program. Licensor and Licensee shall cooperate with each other to develop a written pre-opening program for the Casino in conjunction with the pre-opening program for the Hotel not less than nine (9) months prior to the Target Opening Date specifying, in reasonable detail: (i) any services by Licensor which Licensor reasonably believes are necessary prior to the Opening Date with respect to the Hard Rock Elements; (ii) the estimated costs to be incurred by Licensor in providing such services which the Licensee would have to agree to bear during the Pre-Opening Period; (iii) sales and promotion efforts by Licensor or its Affiliates during the Pre-Opening Period; (iv) required opening festivities; and (v) an estimate of other pre-opening costs and expenses relating to the foregoing. Licensee shall be solely responsible for payment of all such pre-opening costs and expenses which are approved by Licensee.
Pre-Opening Program. It is contemplated that certain activities must be undertaken by Buyer and Manager prior to the Closing Date so that the Hotel can function in an orderly and businesslike manner at the Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the Franchisor, Manager and Buyer reasonable access to the Property at least six (6) months in advance of the Closing in order to conduct their activities related to the Pre-Opening Program; provided that the Pre-Opening Program shall not be permitted to interfere with or delay the activities of Seller in completing the Hotel. Seller, Buyer and Manager shall develop a mutually-agreed upon pre-opening budget, the costs of the pre-opening items shown thereon to be paid by Seller. Seller shall pay in a timely manner all costs associated with the Pre-Opening Program or otherwise related to the pre-opening operations of the Property up to but not including the Effective Time, regardless of when such costs are payable (the “Pre-Opening Costs”). Seller shall also fund all working capital accounts, reserve accounts and other accounts required under the Franchise Agreement, to be funded before the Effective Time.
