Common use of Pre-Opening Services Clause in Contracts

Pre-Opening Services. From commencement of the Term until the Commencement Date, each party will provide such of the services to be provided by the relevant party under this Agreement as are reasonably required in order to have the Casino ready for operation when construction is complete (“Pre-Opening Services”). MSC shall keep Operator reasonably apprised of the construction progress and the anticipated Commencement Date. MSC will provide reasonable access to the Casino during construction to allow Operator to provide its Pre-Opening Services. As part of the provision of Pre-Opening Services, Operator shall: (a) Provide reasonable assistance to MSC and its advisors and consultants in connection with the development, design, and construction of the Casino if reasonably requested by MSC and without any requirement for Operator to incur material non-reimbursable obligations or liabilities, and without derogating from MSC having the sole responsibility or authority with respect to the design, engineering, development and construction of the Casino, and any refurbishments related thereto, under Section 3.3; provided, however, Operator shall advise MSC with respect to any design, engineering, development or construction requirements which must be complied with in order to cause such work to be conducted in a manner that could not reasonably be expected to have a material adverse impact on Operator’s Gaming License; (b) Cooperate with MSC in connection with the creation and implementation by MSC of a marketing program for the Casino and the Project, which, at the discretion of MSC, may include without limitation sales, advertising, promotion, publicity and public relations, including opening celebrations and related activities, in order to attract patrons to the Casino on and after the Commencement Date; (c) In accordance with the Pre-Opening Budget, Section 4.11 and Section 5.1, and subject to MSC providing sufficient funds prior to Operator being under an obligation to pay for the relevant Gaming Assets and related Licenses (but not Gaming Licenses which shall be the sole responsibility of, and at the sole cost of, Operator) and subject also to availability, obtain initial inventories of Gaming Assets and related Licenses (but not Gaming Licenses which shall be the sole responsibility of, and at the sole cost of, Operator) as requested by MSC or as otherwise appropriate for the Casino, unless the parties determine otherwise pursuant to Section 5.1; (d) In coordination with MSC, apply for, and use commercially reasonable good faith efforts to procure, all other Licenses, if any, as may be required by applicable Law (in Operator’s name or MSC’s name, or both, as may be determined by MSC and Operator or required by applicable Law) for the operation of the Casino; (e) Test and, if necessary, implement modifications to the operations of the Casino; (f) For a period commencing not later than sixty (60) days after having received written notice of the anticipated Commencement Date under Section 3.3, make provisions to provide sufficient personnel (not including, for the avoidance of doubt, the Casino Employees to be recruited in accordance with ARTICLE VI), working with MSC, to supervise and assist the pre-opening and opening operations; (g) Develop and submit to MSC, for MSC’s prior approval not to be unreasonably withheld, a detailed plan (“Security Plan”) relating to security procedures and protocol, and security equipment and systems, and security personnel, with respect to the monitoring and security of the Casino; (h) Cooperate with MSC in developing the Pre-Opening Budget as set forth in Section 3.5, the Operating Budget(s) as set forth in Section 8.1, and the Accounting Systems as set forth in Section 4.5; (i) Perform its obligations under ARTICLE VI in relation to the employment of the Casino Employees; (j) Obtain insurance in accordance with Section 7.1; and (k) In general, provide reasonable assistance to MSC in relation to the preparation and organization of the Casino’s operations as may be reasonably required for the Casino to be adequately staffed and capable of operating on the Commencement Date and during the first Fiscal Year, including assisting MSC in accounting and budgeting controls and similar operational items.