The Closing shall occur at 10:00 a.m., Dallas, Texas time, on the third Business Day following the satisfaction of the conditions set forth in Article VII (or the waiver thereof by the Party entitled to waive that condition) that are contemplated to be satisfied prior to the Closing, or on such other date as the Parties may agree (the “ Closing Date ”). The Closing shall take place at the offices of Wick, Phillips, Gould & Martin, LLP, located at 3131 McKinney Avenue, Suite 100, Dallas, Texas 75204, and shall be deemed effective as of 12:01 a.m., Dallas, Texas time on such Closing Date.