The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at 10:00 a.m., local time, at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York, on the third Business Day after all the conditions to the obligations of the Parties hereunder set forth in Section 11 hereof have been satisfied or waived (other than those conditions that are not capable of being satisfied until the Closing), or at such other time, date and place as may be mutually agreed upon in writing by the Parties (the date on which the Closing actually occurs being referred to as the “ Closing Date ”).