Subject to the terms and conditions of this Agreement , the consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Withers Bergman LLP, 430 Park Avenue, 10th Floor, New York, New York 10022, on May 27, 2016 so long as all the conditions to Closing in Article III   are satisfied or waived by such date (other than those which, by their nature, are to be satisfied at the Closing , but subject to such satisfaction), or on such other date or at such other time mutually agreed in writing by the parties to this Agreement . The date on which the Closing is to occur is herein referred to as the “ Closing Date ”. The Closing shall be deemed to be effective as of 11:59 p.m., Eastern Daylight Time on the Closing Date .