xr Trans-Lex.org Law Research Trans-Lex.org Law Research - Docid: 940200 -
Principle

No. V.1.2 - Time of performance

A party must perform its obligations:

i)

if a time is fixed by or determinable from the contract, at that time;

ii)

if a period of time is fixed by or determinable from the contract, at any time within that period unless circumstances indicate that the other party is to choose a time;

iii)

in any other case, within a reasonable time after the conclusion of the contract.

Commentary
1 The Principle makes it clear that the time of performance is governed first and foremost, by the Principle of party autonomy. The agreement of the parties can be express or implied in which case it must be determined by application of the general principles of contract interpretation. The agreement may relate to a fixed time of performance ("on June 1", "on the last day of next month") or to a period of time ("within the next three months"). In the first case, the debtor must perform at the time fixed, there is no room for taking into account special circumstances. In the second scenario, the rule is more flexible for the very reasons that the parties have agreed not on a precise moment but on a period of time. That flexibility works in both directions, though. On the one hand, the debtor may perform at any time within that period. On the other hand, circumstances may dictate that the other party is to choose a time.

2 Absent an express or implied agreement by the parties, the time of performance is determined under the general Principle of reasonableness.


Please cite as: "Commentary to Trans-Lex Principle , http://www.trans-lex.org/940200"
References
Model Laws
OHADA Uniform Act Relating to General Commercial Law (Translation)
Principles / Restatements
Principles of European Contract Law - PECL
Contract Clauses
1. Express and Fixed Time of Performance
Employment Contract
Time of Payments
If a Participant has elected payment of any portion of the Participant's Account in a single sum (...) such single sum amount shall be due and payable as of the first day of the calendar month following termination of the Participant's employment with all Employing Companies or as of the {X} day following the termination, as elected by the Participant.
2000
Commencement of Benefits
The Trustee must distribute or begin to distribute the entire interest of a Participant no later than the Participant's Required Beginning Date {which is function of an ownership percentage in the Trust and is defined later in the contract}.
2007
Sales & Purchase Contract
Shipment
The date of the bill of lading shall be accepted as the conclusive date of shipment. Any shipment made within seven days after the date of shipment specified on the face hereof shall be deemed as a contracted delivery.
Purchase Orders for Customized Goods
Unless otherwise provided, terms of payment shall be net {X} days from the latest of the following: (1) Purchaser's receipt of Seller's proper invoice or (2) actual delivery of the goods - (International Contracting: Law and Practice - Larry A. DiMatteo - §6.05 A - S. 203).
Invoice and Payment Dates
Seller shall invoice Buyer by the tenth (10th) day of the calendar month for Gas delivered to Buyer during the preceding month (...) Buyer shall remit to Seller the amount due by wire transfer, pursuant to Seller's invoice instructions, on or before the Payment Date (...)
2000
Term
The term of this Agreement shall commence as of {Month} {Day}, {Year} and continue through {Month} {Day}, {Year}. Unless either party has given written notice of termination to the other party by {Month} {Day}, {Year} (two years prior to termination), this Agreement shall continue on an annual basis after {Month} {Day}, {Year} (original termination year) subject to subsequent termination by either party upon not less than two years' prior written notification to the other party, in which case the Agreement shall terminate at the end of the second succeeding year.
2002
Definitions
Payment Date means the twenty-fifty (25th) day of the calendar month in which the invoice was rendered, or ten (10) days after the date of receipt of the invoice, whichever is later; provided that if the twenty-fifth (25th) day is not a Business Day, payment is due on the next Business Day following that date.
2002
Termination
This Bond Purchase Agreement shall terminate (except as to rights to any fees payable and rights to indemnity or contribution, which shall survive any termination) on the earlier of (a) the issuance of the Maximum Permitted Amount of X Bonds under the Indenture or (b) the receipt by the Underwriter of written notice from the Company that the Company does not intend to request the issuance of any X Bonds thereafter under the Indenture.
2005
Effectiveness
This Amendment shall become effective upon receipt by the Servicer and the Administrator of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the other parties hereto, in form and substance satisfactory to the Administrator and the Servicer in their respective sole discretion.
2007
Term and Time of Payment
The Buyer shall remit the 100% payment to the bank account as designated by the Seller within one week after the effectiveness of the Contract. (The Seller does not accept other settlement meanings) (...)
2007
Place and Term of Delivery
The Seller shall deliver the goods within 7 days upon receipt of 100% of the price value paid by the Buyer.
2007
Term
This Agreement shall commence on 01 April 2008 through 31 September 2009.
2008
Time and Method of Payment
All amounts payable to any Y Noteholder hereunder or with respect to the Y Notes shall be made to the applicable Y Noteholder or upon the order of the applicable Y Noteholder by wire transfer of immediately available funds in Dollars not later than 1:00 p.m., New York City time, on the date due. Any funds received after that time will be deemed to have been received on the next Business Day.
2010
Payment Schedule
Party A and Party B agree that Party B shall pay the Purchase Price to Party A by installments as follows: (i) Upon the execution day of this Contract, a sum equivalent to 1% of the Purchase Price ,i.e. RMB {X} shall be paid as Deposit; (ii) Upon the issuance date of the land use right certificate indicating Party B as new land use right owner of the Land Parcel or the property ownership certificate indicating Party B as the new property owner of the Building (whichever date is later), and after Party B is provided with the lawful invoice for the total price hereof, a sum equivalent to 89% of the Purchase Price, i.e., RMB {X} shall be paid to Party A; and (iii) Upon the Delivery Date, a sum equivalent to 10% of the Purchase Price, i.e., RMB {X} shall be paid to Party A.
2011
Proposed Sale of Post Business
(...) The parties agree to execute the Purchase Agreement as soon as possible (and in any event no later than 60 days following the date hereof (or such later date as may be agreed upon by the parties or extended pursuant to Section X)) and, upon the execution of the Purchase Agreement, the Purchase Agreement shall become the binding agreement of the parties with respect to the Transactions and shall supersede this Letter Agreement (...)
2013
Services Contract
Delivery Term
Delivery shall be made in accordance with the delivery schedule set forth in Annex {X}. The Items listed in Annex {X} shall be delivered to Purchaser (Destination) as defined in INCOTERMS 2010. The Seller shall notify Purchaser by electronic mail or fax {X} calendar days prior to each shipment of the number of containers or boxes, names of items, and the width and volume of each container or box tu be supplied. Purchaser shall clear all shipments through customs within {X} days after arrival at Destination - (International Contracting: Law and Practice - Larry A. DiMatteo - §3.05 - S. 63).
Term
The term of this Agreement shall commence on {X} and shall continue until {X} (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §8.06 - S. 284).
Framework for Drafting Distribution Agreement (Initial Term)
The initial term of this Agreement (the Initial Term) shall be for a period of one year, commencing on the Effective Date and ending at midnight, the day prior to the anniversary date of the Effective Date unless sooner terminated as provided in this Agreement. On or about, Distributor and Company shall meet to assess the level of current shipments and orders through the end of the Initial Term. If Company determines that there is no reasonable expectation that Distributor will satisfy its Minimum Sales Requirements for the Initial Term, then Company's covenant not to appoint additional distributors in the Territory shall terminate, the Company shall have no restriction on the appointment of additional distributors in the Territory - (International Contracting: Law and Practice - Larry A. Dimatteo - §9.02 - S. 319).
Terms of Payment
This Agreement shall be for a term of {X} months, commencing on day X and ending on day X, {X} months anniversary thereof. The term of this Agreement shall automatically continue after the initial {X} months term unless and until either party terminates this Agreement by providing the other party with no less than {X} days prior written notice of termination effective on or after the X, {X} months anniversary of the term of this Agreement.
2002
Term
The initial term of this Agreement shall commence on the Effective Date and continue until 23:59 (Pacific Daylight Time) on {Month, Day, Year}, or such earlier date upon which this Agreement may be terminated in accordance with its terms (...)The Parties may extend the Initial Term of this Agreement by mutual written agreement; each such agreed upon extension period shall be referred to as an "Extension Period".
2005
Term
The date of commencement of this Agreement shall be on the Effective Date first set forth above and shall continue until terminated as provided under Section X.
2006
Term, Termination and Rights After Termination
This Agreement shall become effective upon the date on which the latter of the Parties has validly executed this Agreement (the Effective Date). For X, valid execution requires the signatures of two duly authorized representatives. The Agreement shall remain in effect until the expiration of the last of the X Licensed Patents or Licensee Licensed Patents, whichever is later.
2006
Term
Except as otherwise provided (...) agreed in writing by the Parties, this Agreement shall habe an initial term from the Offering Date through {Month / Day / Year} and will be renewed automatically thereafter for successive one-year terms.
2007
Term and Termination
The initial term of this Agreement shall commence on (...) and end on (...) unless terminated earlier pursuant to this Agreement (...) this Agreement will, without any further act or formality on the part of either Party, on the expiration of the Initial Term and any Renewal Term, be automatically renewed for a further term of X years unless notice of termination is given by the Company to the Administrator.
2010
Construction & O&M Contract
Terms of Payment
The Contract Price shall be paid by the Purchaser to the Contractor at the time, in accordance with the terms and procedure stated hereunder, provided that the documents submitted by Contractor for each payments are in order. (a) {X} percent of total Contract price as down payment shall be paid within {X} days from the signing dated of Contract against Contractor's invoice and Advance Payment Bond submitted by Contractor. (b) {Y} percent of total Contract Price shall be paid as monthly payment within Twenty-five days from the date of issuance of each certificate of payment issued by Purchaser based on the application of payment submitted by Contractor against the monthly progress statement which declare Contractor's achievement of applicable milestone and approved in writing by representative of both Purchaser and Employer.
1998
Contractor�s Obligations
The Contractor shall, in accordance with the Contract, with due care and diligence carry out the Works within the time limit(s) specified in the Main Time Schedule {document appended to the Contract specifying the timing of major stages of the execution of the Works} and perform such other obligations as are specified in the Contract.
2001
Loan Contract
Loan
(...) The principal of the Loan to be due and payable on the earlier of (a) the closing of the PIPE transaction referenced below, in which case the outstanding principal and interest under the Loan shall be applied toward the purchase price in the PIPE transaction, (b) the maturity date of the Company’s existing loan with an affiliate of X, (c) two years from the date of the Loan, or (d) the closing of any debt or equity financing by the Company in excess of $2.5 million (...)

(...) All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) {Month} {Day}, {Year}, or (ii) when, upon or after the occurrence of an Event of Default (as defined below), such amounts are declared due and payable by Investor or made automatically due and payable in accordance with the terms hereof (...)
2002
Interest
Accrued interest on this Bridge Note shall be payable ten days after the last day of each calendar quarter until the outstanding principal amount hereof shall be paid in full, with the first such payment due ten days after {Month} {Day}, {Year}. Interest shall be payable in cash.
2002
Payments
Except as otherwise provided herein, the Borrower shall make each payment (including principal of or interest on any Loan or any Fees or other amounts) hereunder and under any other Loan Document not later than 12:00 noon, New York City time, on the date when due in immediately available Dollars, without setoff, defense or counterclaim. Each such payment shall be made in accordance with the procedures established by the Lender’s discount window desk.
2008
Maturity; Senior Indebtedness; Security Interest
Unless the obligation to pay the principal hereunder is previously satisfied as set forth in Section X hereof, the principal amount of this Note will be due and payable in full, in the manner set forth in Section Y herein, on the date (the Maturity Date) that is the earlier of (x) as soon as commercially practicable but in any event no later than three Business Days after the date of the Parent Stockholders Meeting (...) and (y) {Month}, {Day}, {Year} (the Calendar Maturity Date​) (...)
2010
Termination; Repayment
The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable.
2011
Payments; Application of Payments
All payments (including prepayments) to be made by Borrower under any Loan Document shall be made in immediately available funds in U.S. Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid.
2011
Commitments to Lend
(...) The Commitments are not revolving in nature, and shall terminate at the close of business on the earlier of the Borrowing Date and {Month} {Day}, {Year}.
2011

For value received, X, a Nevada corporation (the Payor​), promises to pay to Y, a New Jersey corporation, or its assigns (the Holder​), the principal sum of Four Million One Hundred Twenty Five Thousand Dollars ($4,125,000.00) (the Principal Amount​). The principal hereof and any unpaid accrued interest thereon shall be due and payable in accordance with Section 2, below, but in no event later than 5:00 p.m., Pacific Standard Time, on {Month}, {Day}, {Year} (the Maturity Date) (unless such payment date is accelerated as provided in Section 5 hereof). Payment of all amounts due hereunder shall be made at the address of the Holder provided for in Section 6 hereof. Interest shall accrue on the outstanding principal amount beginning on {Month}, {Day}, {Year}, at the rate of one-half of one percent (0.5%) per annum, payable on the Maturity Date, and such interest shall continue on the outstanding principal until paid in full.
2011
Payment Schedule
The Principal Amount of this Note shall be repaid by Borrower in sixty nine (69) equal monthly installments of principal and interest of Sixty Thousand Six Hundred Fifty Eight Dollars and Fifty Five Cents ($60,658.55) beginning on {Month}, {Day}, {Year} and continuing on the 18th of each month thereafter. An amortization schedule has been attached hereto as Exhibit A.
2011

Promise to Pay: for value received, X, a Nevada corporation (Maker​), hereby promises to pay on or before {Month}, {Dy}, {Year} (the Maturity Date​) to the order of Y (Holder​), at {...}, or at such other place or to such other party as the Holder may from time to time designate in writing, the principal sum of Nine Hundred Thousand Dollars and no cents ($900,000.00), together with accrued interest on the unpaid principal from time to time outstanding, as set forth in this Secured Promissory Note (this Note​) until fully paid.
2011
Repayment
Commencing on the first Interest Payment Date after the Effective Date, and on each Interest Payment Date thereafter through and including the Term Loan Maturity Date, Borrower shall make payments of interest to Bank on the outstanding principal balance of the Term Loan, in arrears, calculated as set forth in Section X. Borrower shall repay the outstanding principal balance of the Term Loan in one (1) installment on the Term Loan Maturity Date. All outstanding principal of the Term Loan and accrued and unpaid interest thereon shall be due and payable on the Term Loan Maturity Date. Once repaid, the Term Loan may not be reborrowed.
2012
Survival
All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been paid in full and satisfied. Without limiting the foregoing, except as otherwise provided in Section X, the grant of security interest by Borrower in Section X shall survive until the termination of all Bank Services Agreements. The obligation of Borrower (...) to indemnify Bank shall survive until the statute of limitations with respect to such claim or cause of action shall have run.
2012
Payment
Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on {Year} {Month}, {Day}. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning {Year} {Month}, {Day}, with all subsequent interest payments to be due on the same day of each month after that. Payments and any other credits shall be allocated among principal, interest and fees at the discretion of Lender unless otherwise required by applicable law. Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding (...)
2012
Interest
(...) After the date any principal amount of the Loan is due and payable (whether on the Maturity Date, upon acceleration or otherwise), or after any other monetary obligation hereunder shall have become due and payable (in each case without regard to any applicable grace periods), the Borrower shall pay, but only to the extent permitted by Law, interest (after as well as before judgment) on such amounts at the Default Rate (...)
2013
Repayment
The Borrower promises to pay the outstanding principal amount of the Loan on the Maturity Date. The Borrower shall make all payments required hereunder not later than 2:00 p.m. on the date of payment in same day funds in Dollars at the office of the Lender located at {X} or such other address as the Lender may from time to time designate in writing (...)
2013
Bankruptcy Agreement
Definitions
Payment Date means the twenty-fifty (25th) day of the calendar month in which the invoice was rendered, or ten (10) days after the date of receipt of the invoice, whichever is later; provided that if the twenty-fifth (25th) day is not a Business Day, payment is due on the next Business Day following that date.
2000
Immediate Binding Effect
Notwithstanding Bankruptcy Rules X or otherwise, upon the occurrence of the Effective Date, the terms of the Plan, Liquidating Trust Agreement and the Confirmation Order shall be immediately effective and enforceable and deemed binding upon the Debtors and any and all Holders of Claims against or Equity Interests in the Debtors (regardless of whether such Claims or Equity Interests are deemed to have accepted or rejected the Plan), all Entities that are parties to or are subject to the settlements, compromises, releases, and injunctions described in the Plan, each Entity acquiring property under the Plan or the Confirmation Order, and any and all non-Debtor parties to executory contracts and unexpired leases with the Debtors. All Claims and debts shall be fixed, adjusted or compromised, as applicable, pursuant to the Plan regardless of whether any Holder of a Claim or debt has voted on the Plan.
2011
2. Express and Over a Period Extending Time of Performance
Employment Contract
Loan Payment
Substantially level amortization shall be required of each loan with payments made at least monthly (...) loans may be prepaid in full or in part at any time. The Participant may choose the loan repayment period, not to exceed {X} years.
2000
Term
The Company hereby agrees to employ Employee, and Employee hereby accepts employment, on the terms and conditions set forth herein. The term of this Agreement shall commence upon the Effective Date and shall continue until and including {Month} {Day}, {Year}, unless otherwise terminated sooner by the parties (the Term) (...)
2003
Sales & Purchase Contract
Term
The New Agreement shall become effective as of {Month}, {Day}, {Year}, and shall remain in effect through {Month} {Day}, {Year}, unless earlier terminated as hereinafter provided. Shipments under the New Agreement shall begin in {Month}, {Year}.
2003
Delivery
Delivery shall be effected within the delivery time stated in the purchase order unless the Buyer expressly agrees otherwise (...)
2004
Services Contract
Agreement to share information
(...) the confidentiality and non-use obligations under this Agreement shall expire on the tenth anniversary of the date of acceptance as stated below (...) - (International Contracting: Law and Practice - Larry A. DiMatteo - §12.04 - S. 404).
Loan Contract
Financing of Accounts
This Agreement shall terminate and all Obligations outstanding hereunder shall be immediately due and payable in full on the Maturity Date.
2011
Terms Generally
This Agreement shall be effective as of {Month} {Day}, {Year}, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement.
2012
Asset Management Agreement
Term
The term of the Agreement shall end on {Month} {Day}, {Year}. Both parties hereby agree that unless either party gives a written notice to the other party of its intent not to renew the Agreement at least 90 days prior to the expiration of the current term of the Agreement or the renewal term, the Agreement shall be automatically renewed for successive three-year terms, provided that such renewal does not violate the listing rules where Party B is listed.
2003
3. Determinable Time of Performance
Sales & Purchase Contract
Object and Term of the Contract
(...) in respect of each of the following Contractual Years during the Term of this Contract, the following procedure shall apply: on or before {X} day in the year preceeding each Contractual Year the Buyer shall deliver to the Seller a written delivery schedule. In the Monthly Delivery Schedule, the Buyer shall specify the proposed Monthly Quantities of {Y} to be delivered by the Seller in each Calendar Month of such Contractual Year. The Monthly Quantities proposed by the Buyer in such Monthly Delivery Schedule may be equal or unequal (...)
2002
Term
This Contract shall be in force as of the date first above written and shall extend month-to-month thereafter until terminated by either Party upon giving thirty (30) days' prior written notice; provided, however, that if one or more Confirmation(s) are in effect, termination shall not be effective for any such Confirmation until the expiration of the Term of such Confirmation.
2002
Shipment Schedule
(...) the two parties negotiate the quantity of requirement of next month during the middle time of each month; the seller shall arrange the goods to be shipped within X working days upon the receipt of the prepayment.
2009
Construction & O&M Contract
General Obligation of Contractor
Contractor shall be totally responsible for executing and completing the Works on time as specified in the Contract in strict accordance with the specifications (...) and to the satisfaction of Employer and Purchaser.
1997
Chronogram
Contractor shall (...) submit for Purchaser's approval a detailed breakdown of Contractor's performance Chronogram (...) for the duration of the Works. This Chronogram will be established and any time changeable according to the discussion between Purchaser and Contractor (...)
1997
Loan Contract
Optional Prepayment
Upon five (5) days prior written notice to Investor, Company may prepay this Bridge Note in whole or in part; provided that any such prepayment will be applied first to the payment of expenses due under this Bridge Note, second to interest accrued on this Bridge Note and third, if the amount of prepayment exceeds the amount of all such expenses and accrued interest, to the payment of principal of this Bridge Note.
2002
Prepayment
Loan Contract
Voluntary Prepayment
The Borrower shall have the right at any time and from time to time to prepay the Loans, in whole or in part, by giving telephonic notice to the Lender not later than 12:00 noon, New York City time the Required Number of Days prior to the proposed date of such prepayment; provided that the Borrower agrees to use good-faith efforts to provide the Lender earlier notice of such prepayments when practicable. Each such telephonic notice of prepayment shall be confirmed promptly by e-mail to the Lender. Each partial voluntary prepayment shall be in an amount that is an integral multiple of $10,000,000 and not less than $50,000,000. Notwithstanding the foregoing, no more than two repayments each in an aggregate principal amount of more than $10,000,000,000 may be made by the Borrower in any period of five consecutive Business Days without the written approval of the Lender.
2008
Prepayment of Loan
The Borrower shall have the right at any time and from time to time to prepay any Loan in whole or in part, subject to prior notice (...) the Borrower shall notify the Lender by telephone (confirmed by facsimile) of any prepayment hereunder not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan or portion thereof to be prepaid. Prepayments shall be accompanied by accrued interest to the extent required by Section X (...)
2012
A project of CENTRAL, University of Cologne.