The closing of the purchase of the Expense Note from the Expense Note Sellers (the “ Closing ”) will occur at a time that is mutually agreeable to the parties on the signature pages hereof, which Closing shall not occur prior to the first business day following the later of the filing by the Company of (i) all of its Federal, state and local tax returns for the calendar year 2016 (with the exception of any franchise tax due) and (ii) its Annual Report on Form 10-K for the year ending December 31, 2016 (the “ Closing Date ”). It shall be a condition to the obligations of the Buyer on the one hand and each of the Expense Note Sellers on the other hand, that the other parties’ representations and warranties are true and correct on the Closing Date with the same effect as though made on such date, unless waived in writing by the party to whom such representations and warranties are made.