The closing of the transaction contemplated by this Agreement (the “ Closing ”) shall be deemed to have occurred as of the date first written above (the “ Closing Date ”). Upon execution of this Agreement, the conditions to closing as set forth in Article V hereof shall be deemed to have been met or waived by each of the Parties. The Parties and their representatives may participate in the Closing by electronic means and electronic delivery of signed documents. The Closing shall be deemed to occur as of midnight at the end of the Closing Date.