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. It is the express intent of Seller and Buyer that the conveyance of the Assigned Rights and Obligations by Seller to Buyer be an absolute sale of the Assigned Rights and Obligations. It is, further, not the intention of the parties that such conveyance be deemed the grant or pledge of a security interest in the Loan by Seller to Buyer to secure a debt or other obligation of Seller.
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 Borrower and the Guarantor Parties each acknowledges and agrees that the conveyance by the Borrower and Guarantor of the Loan Collateral (excluding, for the avoidance of doubt, any Equity Interests owned by Guarantor in any of its subsidiaries) to the Designee in accordance with and as contemplated by the terms and conditions of this Agreement, is an absolute conveyance of all of the rights, title and interests of the Borrower and Guarantor in and to the Loan Collateral and is not intended as a deed of trust, mortgage, trust conveyance, or other security agreement of any nature whatsoever, and that the Borrower and Guarantor shall not have any further interest (including specifically, but without implied limitation, any equity or right of redemption) or claims in and to the Loan Collateral or the rents, issues, or profits and other proceeds that may be derived therefrom.
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. The conveyance of the Promissory Note 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. Borrower acknowledges and agrees that the conveyance of the Property to Lender or Lender’s Designee pursuant to the conveyances provided for in the Escrowed Documents and/or the Consensual Foreclosure Documents shall be an absolute transfer, assignment and conveyance of all of Borrower’s right, title and interest in and to the Property in fact as well as in form and is not now and shall not be intended as a mortgage, trust conveyance, deed of trust or security instrument of any kind; that the consideration for such conveyance is and shall be exactly as recited herein and in the Escrowed Documents and/or the Consensual Foreclosure Documents and Borrower shall have, from and after the transfer of title to the Property to Lender or Lender’s Designee, of record, pursuant to the Deed and/or the Consensual Foreclosure Documents as provided for herein, no further right, title or interest, including right of redemption or claims, in and to the Property (or any portion thereof) or to the proceeds and profits which may be derived therefrom of any kind whatsoever. Upon release of the Escrowed Documents from escrow to Lender or Lender’s Designee and/or execution of the Consensual Foreclosure Documents by the appropriate parties thereto, to the extent that Borrower receives any Gross Income from Operations, Borrower shall deliver or cause to be delivered all such Gross Income from Operations, immediately upon receipt by Borrower, to Lender or Lender’s Designee, as applicable, and all such Gross Income from Operations shall be held in trust for the benefit of Lender or Lender’s Designee, until so delivered.
