What is the significance of 'TIME IS OF THE ESSENCE' in the Best Brains Promissory Note?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
TIME IS OF THE ESSENCE with regard to the payment of any amounts due under this Note and the performance of the covenants, terms and conditions of this Note.
Any one or more of the following shall constitute an event of default under this Note: (a) any default in the payment of any installment or payment of principal, interest, or other amounts due and payable under this Note; (b) the death, dissolution, merger, consolidation or termination of existence of any Obligor; (c) any default by Obligor in the performance of, or compliance with, any provision in this Note or other agreement, document or instrument to which any Obligor and Holder are parties; (d) any Obligor is unable to pay debts as they become due, or is or becomes insolvent or makes an assignment for the benefit of creditors; (e) any Obligor files or becomes the subject of any petition or other pleading for relief under the Federal bankruptcy laws or any state insolvency statute; or (f) a receiver is appointed for, or a writ or order of attachment, levy or garnishment is issued against, any Obligor or the property, assets
or income of any Obligor.
If an event of default shall occur or if the undersigned shall fail to pay this Note in full at maturity, the entire unpaid balance of this Note and all accrued interest shall become immediately due and payable, at the option of Holder, without notice or demand to any Obligor. The remedies provided in this Note upon default and in other agreement between Holder and any Obligor are cumulative and not exclusive of any other remedies provided under any other agreement or at law or in equity.
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to Best Brains' 2025 Franchise Disclosure Document, the phrase 'TIME IS OF THE ESSENCE' in the context of the promissory note means that strict adherence to payment deadlines and the fulfillment of all terms and conditions outlined in the note are critically important. This clause emphasizes that any delay or failure to meet these obligations constitutes a significant breach of the agreement. For a Best Brains franchisee, this signifies that all payments must be made promptly and all other obligations must be fulfilled exactly as specified in the promissory note. Failing to do so can trigger serious consequences.
Several events can trigger a default under the note. These include failing to make timely payments of principal, interest, or any other amounts due, the dissolution or termination of the franchisee's business, non-compliance with any provision in the note or related agreements, insolvency or inability to pay debts, filing for bankruptcy, or the appointment of a receiver. Any of these events allows Best Brains, as the note holder, to declare the entire unpaid balance and all accrued interest immediately due and payable.
The inclusion of 'TIME IS OF THE ESSENCE' and the specification of default events provide Best Brains with strong legal recourse in case of non-compliance by the franchisee. It allows Best Brains to act swiftly to protect its financial interests. The remedies available to Best Brains are cumulative, meaning they can pursue any and all available legal options, not limited to those specified in the note.
For a prospective Best Brains franchisee, this underscores the importance of carefully reviewing and understanding the terms of the promissory note. It is crucial to ensure that they have the financial capacity and operational stability to meet all obligations outlined in the note, as any misstep could lead to immediate and significant financial repercussions. Franchisees should seek legal counsel to fully understand their obligations and potential risks associated with the promissory note.