Subject to the terms and conditions hereof, the Closing shall take place remotely via electronic exchange of documents and signatures on the first Business Day on which the conditions set forth in Section  6.01 shall have been satisfied or waived (other than those conditions that are by their terms to be satisfied at Closing, including the concurrent consummation of the transactions contemplated by the Tronox SPA) (the date of the Closing being referred to herein as the “ Closing Date ”); provided that the Closing Date shall not be earlier than the date set forth in the applicable Funding Notice unless mutually agreed by the Parties.