What does 'TIME IS OF THE ESSENCE' mean in relation to 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 relation to the promissory note means that strict adherence to the payment schedule and all other terms outlined in the note is critical. This clause emphasizes that Best Brains considers timely payments and compliance with the note's conditions to be a fundamental aspect of the agreement. Failure to meet these obligations on time constitutes a breach of contract.
Specifically, the Best Brains FDD states that any default in payment or failure to comply with any provision in the note can trigger an event of default. Events of default include not only payment defaults but also circumstances like the death, dissolution, or insolvency of the borrower. If any of these events occur, Best Brains has the option to demand immediate payment of the entire unpaid balance and accrued interest, without prior notice.
This clause is significant for a prospective Best Brains franchisee because it highlights the importance of managing their finances carefully and adhering to all contractual obligations. Missing payments or violating the terms of the promissory note can have severe financial consequences, including the acceleration of the debt and potential legal action. The franchisee should ensure they fully understand the repayment terms and conditions of the note before signing, and maintain open communication with Best Brains if they anticipate any difficulties in meeting their obligations.
In summary, the 'TIME IS OF THE ESSENCE' clause in the Best Brains promissory note underscores the critical nature of timely payments and strict compliance with all terms. Franchisees must be diligent in meeting these obligations to avoid potential default and the associated financial repercussions.