Consummation of the transactions contemplated by this Agreement (the “ Closing ”), shall, unless otherwise agreed to by the Partnership and the Sellers, take place via electronic exchange of documents, at 10:00 a.m., Central Time, on the later of (a) the first business day after the conditions set forth in Section 2 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 Sections 2 and 6 . 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., Central Time, on the Closing Date.