A relinquishment clause in a contract specifies the voluntary surrender or waiver of rights, claims, or property by one party to another, often in exchange for compensation or to settle a dispute. This clause ensures that once rights are relinquished, the party cannot later assert ownership or interest over the relinquished items or claims.
Relinquishment Escrow Fund. At the Closing, Parent shall retain seventy-five percent (75%) of the portion of Merger Consideration otherwise payable to Holder in Parent Class A Common Stock (the “Relinquishment Amount”) in respect of Holder’s shares of the Company’s Common Stock. The Relinquishment Amount shall be held by Parent in an account (the “Relinquishment Escrow Fund”) in trust under the terms of this Agreement. Holder will be entitled to exercise voting rights with respect to such Parent Class A Common Stock held in the Relinquishment Escrow Fund (the “Restricted Parent Class A Common Stock”) and will be entitled to receive any cash dividends paid with respect to the Restricted Parent Class A Common Stock; provided that any such cash dividends shall be paid into the Relinquishment Escrow Fund and released in accordance with the terms of this Agreement applicable to the underlying Restricted Parent Class A Common Stock. Holder agrees that the Relinquishment Amount shall be subject to forfeiture pursuant to the vesting schedule set forth in Section 1.2 hereof. It is the intention of Parent and Holder that the Closing constitute a “transfer” under Section 83 of the Code and this Agreement will be interpreted accordingly.
Release of Relinquishment Amount. Subject to Holder’s continuous employment by a Company Group Member (defined below), the Relinquishment Amount will vest over four (4) years as follows: a portion equal to 1/16th of the Relinquishment Amount will vest every three months, commencing on the date that is three months immediately following the Closing Date and ending on the fourth anniversary of the Closing Date, and Parent shall promptly (and in any event within ten (10) Business Days of each such vesting date) release such amount from the Relinquishment Escrow Fund, with such amount to be delivered to Holder upon release. For purposes of this Agreement, “Company Group Member” means any of the Company or any of its subsidiaries (whether existing as of or following the Effective Time), including the Final Surviving Corporation, Parent, any subsidiaries of the foregoing (whether existing as of or following the Effective Time) and any successor of the foregoing.
In consideration of this amendment, in addition to the payment of monthly rent as provided in Sections 1 and 2 above, for the period of January 1, 2022 through August 30, 2026 (only) (the “Relinquishment Period”), LESSEE shall be responsible for monthly relinquishment charges as set forth in the table below, but only to the extent not reduced by the monthly rental payments made by Zwitterco or any other tenant or occupant of the 12 Cabot Suites, as more particularly described in Sections 5 and 6 below. Notwithstanding anything to the contrary contained herein, the monthly relinquishment charge or any portion thereof shall not be due from LESSEE until 30 days after receipt of LESSOR’S Invoice therefor in accordance with Section 6 below. Time is of the essence.
Effective upon the 30th day following the Delivery Date (the “relinquishment date”), the size of the premises shall be decreased by approximately 973 square feet from approximately 14,758 square feet, to a new total of approximately 13,785 square feet (including 10.7% common area) with the relinquishment of Suite 1600. LESSEE shall vacate Suite 1600 on or before 12:00 PM on the relinquishment date, and any extended occupancy of Suite 1600 beyond 12:00 PM on the relinquishment date shall be governed by Section 22 of the lease. LESSEE shall, upon vacating, be responsible for all damage to Suite 1600 in accordance with the lease, and shall promptly pay all just invoice(s) therefor. Time is of the essence.
Effective upon the first day following the relinquishment date, base rent shall be changed to five hundred sixty six thousand five hundred twenty six (566,526) dollars per year or $47,210.50 per month.
Effective upon the first day following the relinquishment date, the base month from which to determine the amount of each annual increase in the “Cost of Living” shall remain November 2014 which figure shall be compared with the figure for November 2015 and the each November thereafter to determine the increase (if any) in the base rent to be paid during the following calendar year.
No relinquishment of the Lender as mentioned above shall oblige him to additional relinquishments in the future.
No relinquishment and/or discount and/or receipt of any payment whatsoever and/or avoidance of action and provision of extension by the Lender shall be deemed as relinquishment of his rights and shall not serve as an impediment to filing a lawsuit, unless the Lender explicitly relinquishes his rights in writing.
2. ROYALTY DESCRIPTION, RELINQUISHMENT AND FUTURE ROYALTIES 2.1 Net Smelter Return Royalty. For good and valuable consideration, the receipt and sufficiency whereof being hereby acknowledged, the Owner does hereby issue and grant to the Royalty Holder, and agrees to pay to the Royalty Holder, the Royalty all on the terms and conditions specified in this Agreement. 2.2 Withholding. [********]. 2.3 Sale of Products Other Than to a Smelter or Refinery. If there is a Sale by the Owner or an Affiliate other than to a smelter or refinery, the Royalty shall be ●% of the gross value of recoverable metals or other materials contained in such Products, without deductions except for penalties or offsets in respect of ore dependent factors, if any, imposed by the buyer in relation to the specific Products delivered. The amount of recoverable metals or other materials contained in Products removed from the Property shall be calculated and determined based upon assays, metallurgical tests and such other analyses as are customary in the industry which are conducted in a manner satisfactory to the Owner and the Royalty Holder, acting reasonably. If the Parties are unable to agree on the manner of conducting such assays, tests and analyses for a period of 30 days, either of the Parties may refer the question to arbitration hereunder and the decision of the arbitrator shall be final and binding upon the Parties. For the purposes of this section, the gross value of such metals or other materials shall be determined by multiplying the amount of such metals or other materials by the Monthly Average Spot Price on the date of Sale.
Abandonment, Relinquishment or Non-Renewal. (a) If the Owner or an Affiliate of the Owner wishes to abandon, relinquish or terminate or not renew (the “Relinquishment Event”) all or any portion of the Property (the “Released Property”), then the Owner shall provide the Royalty Holder with a minimum of 30 days prior written notice of such intended Relinquishment Event (the “Relinquishment Notice”). (b) Upon receipt of the Relinquishment Notice, the Royalty Holder shall have a period of 10 days (“Relinquishment Notice Period”) within which to advise the Owner by written notice that it desires to acquire such Released Property for consideration of (i) $10.00 and (ii) a release and indemnity, whereby the Royalty Holder releases and indemnifies the Owner from any Losses arising out of or in consequence of any act, activity, omission or obligation in relation to such Released Property that existed, occurred or took place as a result of an action by the Royalty Holder after the assignment or conveyance of such Released Property to the Royalty Holder (the “Released Property Conveyance Date”), provided that, for certainty, the Royalty Holder shall not release or indemnify the Owner from any Losses arising out of or in consequence of any act, activity, omission or obligation in relation to the Released Property that existed, occurred or took place before the Released Property Conveyance Date (the “Release and Indemnity”). (c) If the Royalty Holder shall forward a written notice as contemplated in section 2.7(b) to the Owner within the Relinquishment Notice Period, the Owner shall thereafter do all such acts and things or shall cause all such acts and things to be done, at the Royalty Holder’s sole cost and expense, to assign or convey, as appropriate, the Released Property to the Royalty Holder and to have the Released Property recorded or registered into the name of the Royalty Holder. (d) If the Royalty Holder does not forward a written notice as contemplated in section 2.7(b) to the Owner within the Relinquishment Notice Period, then the Owner or the Affiliate of the Owner shall have the right to complete the Relinquishment Event with respect to the applicable Released Property. (e) If a Relinquishment Event is completed thereafter and the Owner or any Affiliate of the Owner subsequently reacquires a direct or indirect beneficial interest in the Released Property, then such Released Property will once again be subject to the obligation to pay the Royalty with respect thereto.
Effect of Waiver. The failure of either party to insist on strict compliance with any of the terms, covenants or conditions of this agreement by the other party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.
Owner shall not relinquish or abandon all or any of the Licenses without complying with the provisions of this Section 29. If Owner desires to relinquish or abandon all or any of the Properties, Owner shall deliver a written notice (the "Relinquishment Notice") to Royalty Holder of its intention to relinquish or abandon such Properties. Within 30 days after delivery of the Relinquishment Notice, Royalty Owner shall either consent to such relinquishment or abandonment or make an election as set forth in Section 29(b).
If (i) Owner delivers a Relinquishment Notice to Royalty Holder as set forth in Section 29(a) Royalty Holder shall have the right to demand that Owner transfer the Licenses, free of Encumbrances other than Permitted Encumbrances and for no further consideration (a "Transfer" for the purposes of this Section 29). If Owner delivers a Relinquishment Notice to Royalty Holder as set forth in Section 29(a) with respect to less than all of the Properties, Royalty Holder shall only have the right to demand that Owner cause the Transfer to occur only with respect to the Properties proposed to be relinquished or abandoned and the Owner shall have no further obligations in respect of relinquished Properties.
SECTION III RELINQUISHMENT OF CONTRACT AREA 3.1 On or before the end of the initial three (3) Contract Years as from the Effective Date, CONTRACTOR shall relinquish twenty percent (20%) of the original total Contract Area. 3.2 If at the end of the third (3rd) Contract Year the Firm Commitment has not been completed by CONTRACTOR pursuant to Sub-section 4.2 of Section IV, upon consideration and evaluation of SKK MIGAS, CONTRACTOR shall be obliged to relinquish an additional fifteen percent (15%) of the original total Contract Area at the end of the third Contract Year. 3.3 On or before the end of the sixth (6th) Contract Year, CONTRACTOR shall relinquish additional portion(s) of Contract Area so that the area retained thereafter shall not be in excess of twenty percent (20%) of the original total Contract Area. 3.4 Notwithstanding Sub-section 3.3 above, on or before the end of the sixth (6th) Contract Year, if any part of the Contract Area corresponding to the surface area in which Petroleum has been discovered, is greater than twenty percent (20%) of the original Contract Area, then CONTRACTOR shall not be obliged to relinquish such excess to SKK MIGAS for the purpose of the economic development of the Contract Area.
CONTRACTOR shall advise SKK MIGAS in advance of the date of relinquishment of the portion to be relinquished. For the purpose of such relinquishment, CONTRACTOR and SKK MIGAS shall consult with each other regarding the shape and size of each individual portion of the areas being relinquished, provided, however, that so far as reasonably possible, such portion shall each be of sufficient size and convenient shape to enable Petroleum Operations to be conducted thereon.
CONTRACTOR’s non-compliance with the relinquishment requirements specified in Sub-sections 3.1, 3.2 (if applicable) and/or 3.3 may be considered as a ground for SKK MIGAS not to approve CONTRACTOR’s request for extending the initial term of the Exploration Period referred to in Sub-section 2.1.2.
Relinquishment refers to the act of surrendering or giving up rights, claims, or interests in something. It can occur in various contexts, such as legal agreements, property transactions, or corporate settings. Essentially, it involves the voluntary release of a right or possession, allowing another party to assume those rights or responsibilities.
Relinquishment should be used when a party wants to formally abandon their rights, interests, or claims on a property, asset, or responsibility. Common scenarios include:
Property Transactions: When a co-owner of a property decides to give up their share to another co-owner.
Parental Rights: When a biological parent gives up custody or legal rights towards their child, often in the context of adoption.
Contracts and Agreements: In cases where one party wants to withdraw from certain responsibilities or claims within a contract.
To write a valid relinquishment document, you typically need to include the following components:
Example:
“I, [Name], hereby relinquish all my rights, title, and interest in the property located at [Property Address] to [Recipient’s Name], effective as of [Effective Date]. Signed, [Signature].”
Relinquishment provisions can be found in various types of contracts and legal documents, including:
Real Estate Transactions: Deeds of relinquishment are common when co-owners transfer their property interests.
Adoption and Custody Agreements: Documents where a parent relinquishes parental rights.
Business Agreements: Contracts where a party might relinquish claims to intellectual property or trade secrets.
Estate Planning Documents: Such as wills or trusts, where individuals might relinquish claims to certain assets for the benefit of other beneficiaries.
Relinquishment is a key concept in legal agreements and should be approached with clear understanding and precision. Always consider consulting a legal professional when drafting or entering into a relinquishment agreement.
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