The closing of the transaction contemplated hereby (the “ Closing ”) shall be held on the Closing Date by mail, or at the offices of Buyers or their counsel or at such other location as mutually agreed to by the parties. At the Closing, Seller shall execute and deliver, or cause to be executed and delivered, the documents and items set forth in Section 5.B. (unless such execution and delivery is waived in writing by Buyers, in Buyers’ sole discretion), Buyers shall execute and deliver, or cause to be executed and delivered, the documents and items set forth in Section 5(C) (unless such execution and delivery is waived in writing by Seller, in Seller’s sole discretion) and each of the parties shall execute and deliver such other documents and take such actions as either party or its counsel may reasonably require for the purpose of consummating the transactions contemplated by this Agreement. All actions taken at the Closing shall be deemed to have been taken simultaneously as of the Closing Date.