What is the 'Outside Date' and what is its importance in the transfer process for Sonesta Select Sonesta Essential?

According to the 2025 FDD, the 'Outside Date' is a critical deadline in the transfer process for a Sonesta Select Sonesta Essential franchise. If a transfer of the franchise is not completed by this date, Sonesta Select Sonesta Essential has the right to terminate the transfer agreement and withdraw its consent.

Specifically, if the transfer is not consummated by the Outside Date, the New Franchise Agreement that the assignee (the party acquiring the franchise) is required to sign becomes null and void. This means the assignee would not be able to operate the Sonesta Select Sonesta Essential hotel under the franchise system.

Sonesta Select Sonesta Essential also stipulates that its consent to the transfer is conditional upon several factors being met by the Closing Date, which appears to be synonymous with the Outside Date. These conditions include ensuring all representations and warranties made by the franchisee are accurate, receiving a fully executed New Franchise Agreement and related guarantee documents from the assignee, and receiving all necessary documents and information related to the transfer. The Outside Date, therefore, serves as a firm deadline for fulfilling all requirements for the franchise transfer to be approved and finalized.