The obligations of Purchaser to close the transactions contemplated under this agreement shall be subject to the satisfaction on or prior to the Closing Date of the following conditions, each of which is agreed to be material. Any of such conditions may be waived by Purchaser (but only in writing), and, notwithstanding the failure of any one or more of such conditions, Purchaser may nevertheless proceed with the Closing without satisfaction in whole or in part of one or more of such conditions and without written waiver, and Purchaser shall not be deemed to have waived any rights or remedies it may have against Seller by reason of the failure of any of such conditions:

(a) Seller shall have removed the PCB Materials from Seller's _________, _________[state] plant to be conveyed to Purchaser, in accordance with applicable laws and regulations, or Seller shall have formulated a plan and schedule whereby such removal will be accomplished no later than six months after the Closing Date and such plan and schedule of removal shall be submitted to the government agencies having jurisdiction over any of the activities pertaining to such removal, and Seller shall exert its best efforts to obtain all required approvals and authorizations;

(b) Purchaser shall have received the guarantee executed on behalf of (seller's name) of Seller's obligation to indemnify and hold Purchaser harmless as set forth in subsection _________.