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 Frost Brown Todd LLC, 3300 Great American Tower, 301 East Fourth Street, Cincinnati, Ohio 45202 at 10:00 a.m., Eastern Daylight time, as soon as reasonably practicable after all the conditions to closing set forth in ARTICLE VIII are either satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date) but in no event later than February 28, 2017, unless extended by mutual agreement between the parties hereto. The date on which the Closing is to occur is herein referred to as the “Closing Date.” Except as otherwise specified in this Agreement, for accounting and computational purposes, the Closing will be deemed to have occurred at 11:59 p.m. (Eastern Time) on the Closing Date. Closing will be conducted electronically, and the parties hereto shall deliver all documents to be exchanged at Closing to Frost Brown Todd.