Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VI, and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing of the Stock Purchase (the “Closing”) will take place electronically no later than at 5:00 PM EST on the date seventy (70) days from the date of this Agreement (the “Closing Date”), unless another date, time or place is agreed to in writing by the parties hereto.