Common use of No Material Loss Clause in Contracts

No Material Loss. If, prior to the Close of Escrow, and subject to the satisfaction or waiver of all conditions precedent in favor of Buyer and Seller, the Property shall suffer a Material Loss, Buyer shall have the right to elect, within 30 days of receipt of notice of such Material Loss, (a) to terminate this Agreement under Section 8.4.1 and receive a return of Buyer's Deposit or (b) to purchase the Property as provided in this Agreement and receive an assignment of any insurance proceeds Seller receives, or to which Seller is or may become entitled, with respect to such Material Loss upon Seller's receipt of such proceeds. The parties acknowledge and agree in no event shall the Close of Escrow be extended due to a Material Loss. Notwithstanding the foregoing, the assignment of any insurance proceeds as provided herein shall not include any proceeds received for items not related to the physical condition of the Property, such as proceeds from Seller's business interruption insurance, if any. For purposes of this Agreement, a "Material Loss" means a loss resulting from a casualty that either (i) diminishes the value of the Property in an amount of at least 10% of the Purchase Price or (ii) results in a loss of at least 10% of the aggregate square footage of the Land as of the Effective Date.