Absolute Conveyance. The conveyance of the Assigned Interest hereunder is an absolute transfer to Assignee, free and clear of all liens and restrictions.
Absolute Conveyance. Each Noteholder hereby acknowledges and agrees that: (a) the conveyance of the Notes and the related interests in the Note Documents to CEMI pursuant to the terms of this Agreement is an absolute conveyance of all of such Noteholder's right, title and interest in and to the Notes and the Note Documents, in fact as well as in form, and neither this Agreement nor any other conveyance document is intended to be a mortgage, trust conveyance, deed of trust or security instrument of any kind; (b) the consideration for such conveyance is exactly as recited in this Agreement; and (c) after the Closing Date and Closing of the transactions contemplated in this Agreement, such Noteholder will have no further interest (including rights of redemption) or claims in, to or against the Notes or the Note Documents or to the proceeds or profits that might be derived therefrom.
Absolute Conveyance. Borrower acknowledges and agrees that (a) the conveyance to Lender or Buyer of the Property, according to the terms of this Agreement, is given voluntarily and is an absolute conveyance of all of Borrower's right, title and interest in and to the Property in fact as well as form and is not intended as a mortgage, trust conveyance, deed of trust or security instrument of any kind; and (b) the consideration for such conveyance is exactly as recited herein and Borrower has no further interest or claim of any kind (including but not limited to homestead rights and rights of redemption) in or to any portion of the Property, or to the proceeds and profits which may be derived thereof, whether sold for more or less than the outstanding indebtedness due under the Loan Documents.
Absolute Conveyance. Assignor acknowledges and agrees that (a) the conveyance to Assignee of the Conveyed Property according to the terms of this Assignment, is given voluntarily and is an absolute conveyance of all of Assignor's right, title and interest in and to the Conveyed Property in fact as well as form and is not intended as a mortgage, trust conveyance, deed of trust or security instrument of any kind; and (b) the consideration for such conveyance is exactly as recited herein and Assignor has no further interest or claim of any kind (including, but not limited to, homestead rights and rights of redemption) in or to any portion of the Conveyed Property, or to the proceeds and profits which may be derived thereof, whether sold for more or less than the outstanding indebtedness due under the Loan Documents.
Absolute Conveyance. The conveyance of the Promissory Notes hereunder is an absolute transfer to Assignee, free and clear of all liens and restrictions.
Absolute Conveyance. Borrower Parties acknowledge and agree that: (i) the conveyance of a Project to KCCI or its designee upon delivery by the Escrow Agent of the applicable Transfer Document, pursuant to the terms of this Agreement is an absolute conveyance of all of Borrower's right, title and interest in and to such Project in fact as well as in form, and the Transfer Documents are not intended to be a mortgage, trust conveyance, deed of trust, or security instrument of any kind; (ii) the consideration for that conveyance is exactly as recited in this Agreement; and (iii) after delivery of the Transfer Document by the Escrow Agent to KCCI or its designee pursuant to the terms of this Agreement, Borrower will have no redemption, or claims in, to or against such Project or to the proceeds or profits that might be derived therefrom. Without limiting the foregoing, terms used in the Transfer Documents such as "to the extent assignable under applicable law", "subject to applicable law" and words of similar effect are intended by the parties to reflect only that certain state laws and/or regulations concerning assisted living or dementia/Alzheimer care facilities, as the case may be, may condition assignment or transfer of Residency Agreements and/or rights to own, operate or manage such facilities upon satisfaction of certain licensing or other similar requirements. (h)
Absolute Conveyance. The Borrower agrees that: (a) the conveyance of the Property to the Lender, if and when the same occurs pursuant to the terms of this Modification Agreement, will be an absolute conveyance of all the Borrower's right, title and interest in and to the Property in fact as well as in form subject only to the Loan Documents and other exceptions set forth in the Deed; (b) the Deed, Bill of Sale, Lease Xssignment and other conveyance documents are not intended to be a mortgage, trust conveyance, deed of trust or security instrument of any kind; (c) the consideration for such conveyance is exactly as recited in this Modification Agreement; and (d) after the Closing Date, the Borrower will have no further interest (including rights of redemption) or claims in, to or against the Property or to the proceeds or profits that might be derived therefrom, except as expressly set forth in Section 6.4 herein.
Absolute Conveyance. Borrower and Guarantor agree that the conveyance of the Collateral to Lender, or its designee, according to the terms of this Agreement is an absolute conveyance of all of its right, title, and interest in and to the Collateral in fact as well as form and was not and is not now intended as a mortgage, trust conveyance, deed of trust, or security instrument of any kind; that the consideration for such conveyance is as exactly as recited herein and that Borrower has no further interest (including rights of redemption) or claims in and to the Collateral or to the proceeds and profits which may be derived thereof, of any kind whatsoever. Borrower further agrees that the conveyance of the Collateral to Lender was not occasioned by duress or undue influence. The priority of the Liens is intended to be and shall remain in full force and effect and nothing herein or in any instruments executed in connection herewith shall be construed to subordinate the priority of the Liens to any other liens or encumbrances whatsoever. If the conveyance of the Collateral from Borrower to Lender or its designee pursuant to the Closing Documents is voided, avoided, or set aside for any reason whatsoever, then (i) if the Liens shall have been previously released, in whole or in part, the same shall be automatically revived and reinstated; (ii) Lender shall have the right to foreclose the Liens and take such other action permitted thereby or pursuant to the other Loan Documents to enforce the Liens; and (iii) all costs of Lender incurred in connection with the enforcement of the Liens shall be deemed a part of the indebtedness secured by the Liens, which indebtedness is nonrecourse to Borrower and its partners.
Absolute Conveyance. (a) Borrower acknowledge and agree that (i) this Agreement to convey, assign and transfer the Property to Lender is being entered into voluntarily and is intended to be and is an absolute conveyance, assignment and transfer of all of Borrower’s right, title and interest in and to the Property, in fact as well as form, and is not intended as a mortgage, trust conveyance, deed of trust or security instrument of any kind; and (ii) the consideration for such conveyance, assignment and transfer is exactly as recited herein and, upon the consummation thereof in accordance herewith, Borrower will not have any further interest or claim of any kind (including homestead rights and rights of redemption) in or to the Property or any part thereof or interest therein, or to the proceeds and profits which may be derived thereof, whether sold for more or less than the outstanding indebtedness due under the Loan Documents.
Absolute Conveyance. Borrower acknowledges and agrees that (a) the conveyance of the Property to Lender according to the terms of this Agreement is intended to be an absolute conveyance of all of Borrower's right, title and interest in and to the Property, in fact, as well as form, and is not intended as a mortgage, trust conveyance, deed of trust or security instrument of any kind, and (b) the consideration for such conveyance is as recited herein, and is fair, adequate and reasonable.
