The closing of the transactions contemplated hereby (the “ Closing ”) shall occur within three (3) Business Days after the date on which all of the conditions (except those conditions that are to be satisfied at Closing) set forth in Articles VI and VII have been satisfied or waived at the offices of Winston & Strawn LLP located at 35 West Wacker Drive, Chicago, Illinois 60601, at 9:00 a.m. local time, or at such other place, date and time as the parties shall mutually agree (the “ Closing Date ”). The delivery of all documents and the performance of all acts at the Closing shall be deemed to have occurred or to have been taken simultaneously, and the Closing shall be deemed to be effective as of the close of business (local time in the respective offices of Seller) on the day immediately preceding the Closing Date. By mutual agreement of the parties, the Closing may take place by conference call and electronic (i.e., email/PDF) or facsimile delivery.