The closing of the purchase and sale of the Assets (the “ Closing ”) shall take place at the offices of Purchaser’s counsel (or at such other place as the parties may mutually agree) no later than 5:00 p.m. (Pacific Time Zone) on March 1st, 2016 , or an earlier date that is as soon us practicable after the conditions set forth in Article IV have been satisfied or waived (the “ Closing Date ”). The Closing shall be deemed to be effective at the first moment in time on the Closing Date.