The consummation of the purchase and sale of the Purchased Shares and the other transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Ropes & Gray LLP at 10:00 a.m. New York City time on the first date following the date on which each of the conditions set forth in Sections 4.1 or 4.2 have previously been fulfilled or waived (other than those conditions that can be fulfilled only at the Closing, but subject to their being fulfilled), or at such other time and place as Purchaser and the Sellers shall mutually agree (such date, the “ Closing Date ”).