Common use of Pre-Opening Program Clause in Contracts

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.