The consummation of the transactions contemplated in Section  2.1 (the “ Closing ”) will take place (i) at the offices of Chadbourne & Parke LLP in New York, New York at 10:00 a.m. (Eastern time) (the “ Effective Time ”) on the date (the “ Closing Date ”) upon which all of the conditions in Section  2.5 and Section  2.6 have either been satisfied or, in the case of conditions not satisfied, waived in writing by the Party entitled to the benefit of such conditions or (ii) at such other place and time as JPM and the Sellers may agree in writing. The rights and obligations of the Parties hereunder and under the documents delivered pursuant to Section  2.5 and Section  2.6 shall not take effect until the Effective Time and such documents shall be of no force and effect until the Closing is consummated.