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 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. 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 at the date that the Hotel opens for business to the public Effective Time (“Pre-Opening Program”). Seller shall cooperate in good faith with the Pre-Opening Program and shall provide the ManagerFranchisor, 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 up to but not including the date Effective Time, including the Hotel opens for business cost of Supplies (at not less than a 2-par level) to be provided as required by the publicFranchisor and the Manager (even though not installed by Seller), regardless of when such employee training and other intangible pre-opening costs are payable and Marriott Residence Inn system charges (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, extent the same are due and Buyer shall pay for all Pre-Opening Costs in excess of payable before 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 withheldClosing Date. Seller shall also fund all working capital accounts, reserve accounts and other accounts required under the Management Franchise Agreement or the Franchise Agreement, as applicable, Management Agreement to be funded at or before the Closing Date, which accounts shall be transferred to Buyer at Closing (the “Pre-Opening Accounts”). Notwithstanding the foregoing, at the Closing, Seller shall receive a credit in an amount equal to all such accounts funded (i) the amount, if any, by which the cost of the Supplies paid for by Seller exceeds $125,000, (ii) the other Pre-Opening Costs actually paid by Seller before the Closing Date, and (iii) all Pre-Opening Accounts funded by Seller before the Closing Date and transferred to Buyer, provided that (ix) such accounts Pre-Opening Accounts were required by the Third Party Manager Franchisor or the Franchisor, as applicable, Manager or otherwise approved by Buyer (which approval shall not be unreasonably withheld), ) and (iiy) Seller shall not receive a credit for any account Pre-Opening 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 otherwise receiving a credit for) the working capital account balance that Seller is required to provide in the amount specified in Item 17 of Schedule 1at Closing.

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 at the date that the Hotel opens for business to the public 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 (subject to the limitation contained below) 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 Property, in accordance with the Pre-Opening Budget attached hereto as Exhibit “I”, up to but not including the date the Hotel opens for business to the publicEffective Time, regardless of when such costs are payable payable, provided, however, that in no event shall Seller be responsible for such costs in excess of Two Hundred Forty-One Thousand Eight Hundred Dollars ($241,800.00) (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 DateEffective 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 Third Party Manager or the Franchisor, as applicable, 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 that 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 1Costs.