Common use of Absolute Conveyance Clause in Contracts

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.