Subject to the terms and conditions of this Agreement, the sale and purchase of the Purchased Assets and the assumption of the Assumed Liabilities contemplated by this Agreement (the “ Closing ”) shall take place at Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199 on the Effective Date at 10:00AM Eastern Time or on such other date or location as the Parties may mutually agree upon.