Time is of the essence
"Time is of the essence" means the deadlines in a contract are an essential term. Missing one is not just a delay to be compensated: it is a serious breach that can let the other party end the contract and claim damages.
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Sample Time is of the essence clauses
TIME IS OF THE ESSENCE regarding Promissor’ s obligations hereunder. No delay or forbearance by Promisee in collecting the aforesaid debt shall be construed as a waiver of Promisee’s collection rights hereunder. Time is of the essence of this Agreement.
The expected date for being live is June 15, 2022. The parties agree to establish a time is of the essence date of August 15, 2022 for Holder to meet the " live" requirement. Should Holder not meet the " live" requirement by August 15, 2022 then Borrower shall return all RoRa Prime Coins and Holder shall release all claims on any shares or conversion rights”.
- Time is of the Essence. Landlord and Tenant acknowledge and agree that time is of the essence with respect to all of the terms and conditions of this Agreement.
- Time is of the Essence. It is very important to the Parties that each Closing is performed in a timely manner. Time is of the essence, thus all things which are required to be done by certain dates must be done, otherwise such failure shall be deemed a material default. If either party breaches the Agreement or this Amendment, the non-breaching party may elect to declare this null and void and all right of the defaulting party hereunder shall terminate. If the non-breaching party does not exercise its option to terminate the Agreement, as amended by this Amendment, said non-breaching party may require specific performance and also exercise any other legal rights and remedies available to it, and said non-breaching party shall be entitled to recover from the breaching party its cost, expenses, and attorney fees incurred in enforcing the terms of this agreement or pursuing a remedy as a result of the breach of the Agreement and this Amendment.
21.TIME IS OF THE ESSENCE. Time is of the essence of this Note and each and every provision hereof in which time is an element.
- Time is of the Essence. Al parties agree that time is of the essence in this Agreement and that all things to be done, must be done timely and that any delay in the performance of any obligation contained herein, no matter how slight, shall be deemed a material default under this Agreement.
13. TIME IS OF THE ESSENCE. Time is of the essence under this agreement and in the performance of every term, covenant and obligation contained herein.
The failure of the Borrower to promptly, punctually, or faithfully perform or comply with any other term or condition of this Agreement and the other Forbearance Documents as and when due, including the failure to perform in accordance with the Budget and to achieve the projected results of the Liquidation as provided herein, it being expressly acknowledged and agreed that TIME IS OF THE ESSENCE
Time is of the Essence. Time is of the essence with respect to each and every term and provision of this Note.
- Time is of the Essence. Borrower agrees that, with respect to each and every obligation and covenant contained in this Note, time is of the essence.
What does “time is of the essence” mean?
“Time is of the essence” means the deadlines in a contract are an essential term. If a party misses one, it is a serious breach, and the other party can usually end the contract and claim damages instead of just waiting longer.
Without the clause, courts often treat a short delay as a minor breach: the late party pays for any loss, but the contract continues. The phrase changes that by telling everyone, in advance, that being on time is part of the deal itself.
Time is of the essence examples
- Real estate: a purchase contract says time is of the essence for the closing date. If the buyer cannot close on that day, the seller can cancel and keep the deposit.
- Construction: a contractor must finish by a set date because the owner has tenants moving in. Late completion is a breach, often combined with liquidated damages for each day of delay.
- Events and seasonal goods: catering ordered for a wedding, or stock for the holiday season, is worthless if it arrives a day late.
- Leases and options: an option to renew must be exercised by the deadline, or it is lost.
With and without the clause
| Without the clause | With “time is of the essence” | |
|---|---|---|
| A deadline is missed | Usually a minor breach | A material breach |
| The other party can | Claim damages for the delay | End the contract and claim damages |
| Late performance | Often still has to be accepted | Can be refused |
When should you use it?
Use it only where a deadline really matters to your side, and say which dates it covers. A blanket clause covering every date in the contract can backfire: if you accept late performance once without objecting, a court may find you have waived the clause. Pair it with a clear cure period for minor deadlines, and with force majeure for events nobody controls.
Time is of the essence clause example
Sample clause: Time is of the essence
Add this clause to a contract, send it and get it signed in fynk.
Use it in fynk for freeDeadlines that are of the essence are only useful if nobody misses them. In fynk you can store the key dates as contract metadata and get reminders before each one, so a closing date or completion deadline never comes as a surprise.
Which contracts include “time is of the essence”?
Real estate purchase contracts, construction and subcontractor agreements, leases, supply contracts for seasonal goods and event agreements. These free templates already include the clause:
Free templates with this clause
Subcontractor agreement templateStates that time is of the essence and requires the subcontractor to provide scheduling and reporting information.
Use the free template
Commercial lease agreement template (office, retail and warehouse space)Makes time of the essence for every payment date and performance deadline under the lease.
Use the free template
Cost-plus construction contract templateMakes time of the essence for all time requirements in the construction agreement.
Use the free template
Related clauses
- Liquidated damages Liquidated damages are a predetermined sum agreed upon by the parties to a contract, payable in the event of a specified breach, serving as compensation for losses that are difficult to quantify. This clause aims to provide certainty and avoid lengthy legal disputes over actual damages while discouraging breach of contract.
- Cure period A cure period clause provides a specific timeframe within which a party in breach of a contract can rectify or "cure" the breach to avoid further legal consequences, such as termination of the agreement. This clause offers a structured opportunity to remedy non-compliance, thereby maintaining the contractual relationship and reducing potential disputes.
- Force majeure A force majeure clause relieves parties from fulfilling contractual obligations when extraordinary events or circumstances beyond their control, such as natural disasters, war, or pandemics, occur, making performance impracticable or impossible. This provision typically outlines the specific events covered, the procedure for invoking the clause, and the consequences for both parties.
- Waiver A waiver clause specifies that a party's failure or delay in enforcing a contractual right or provision does not constitute a relinquishment of that right or prevent them from enforcing it in the future. This provision ensures that rights remain intact even if they are not immediately exercised.
Frequently asked questions
It means the dates in the purchase contract, especially the closing date, are firm. If one side misses the closing date, the other side can cancel the contract instead of waiting, and the buyer may lose the deposit.
No. In most contracts deadlines are not of the essence unless the contract says so, the circumstances make timing obviously essential, or one party later makes time of the essence by giving reasonable notice.
Yes. If a party accepts late performance without objecting, or keeps extending deadlines, a court may decide it has waived the clause. A no-waiver sentence in the clause helps prevent that.
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