The consummation of the purchase and sale of the Purchased Units hereunder (the “ Closing ”) shall take place (a) on the day on which the conditions set forth in Section  2.03 , Section  2.04 and Section  2.05 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) shall be satisfied or waived in accordance with this Agreement, or (b) at such other time and place as the Partnership and the Purchaser may agree. The Closing shall take place at the offices of Vinson & Elkins L.L.P., 666 Fifth Avenue, 26 th Floor, New York, New York 10103 (or such other location as agreed to by the Partnership and the Purchaser).