The term “ Closing ” as used herein shall refer to the actual consummation of the Sale Transactions in exchange for the payment delivered to Seller pursuant to Section 2.4 . The Closing shall take place by conference call and by exchange and release of signature pages by email or fax on the third Business Day following the date upon which all of the conditions precedent set forth in Articles IX and X are satisfied or waived by the appropriate party hereto, subject to Article XI , or at such other place and time or on such other date as is mutually agreed to in writing by Seller and Purchaser (“ Closing Date ”); provided , however , in no event shall the Closing occur prior to July 1, 2017 without the prior written consent of Purchaser. The Closing shall be deemed to take effect at 12:01 a.m. Chicago time on the Closing Date or at such other time or on such other date as is mutually agreed to in writing by Seller and Purchaser.