The closing (the “ Closing ”) of the Transactions will be held at the offices of Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston, Texas at 9:00 a.m. (Houston, Texas time) on the later of (a) the first business day after the conditions set forth in Article V have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date) and (b) such other date and time as to which the parties agree in writing, in each case subject to the rights of the parties under Article V and Article VIII. The date on which the Closing occurs is herein referred to as the “ Closing Date .” The Closing shall be deemed effective as of 12:01 a.m. (Houston, Texas time) on the Closing Date.