The closing of the sale and purchase of the Company Equity Interests (the “ Closing ”) shall take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 W. 52 nd  Street, New York New York, at 10:00 a.m. (New York time) on the date that is three (3) Business Days after the satisfaction or written waiver (to the extent (i) permitted by applicable Law and (ii) signed by the party in whose favor such Closing Condition is for) of each of the Closing Conditions in accordance with Article X (other than those Closing Conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction in full or such waiver of those Closing Conditions at such time), or on such other date or at such other time or place as the Parties may agree in writing.  The date on which the Closing occurs is referred to in this Agreement as the “ Closing Date ”.  For all purposes under this Agreement and each other Transaction Agreement, (a) all matters that are to occur at the Closing will be considered to take place simultaneously and (b) the Closing shall be deemed effective as of the Effective Time. Notwithstanding anything to the contrary in this Agreement or any other Transaction Agreement, in no event shall the Closing occur prior to December 31, 2015 without the prior written consent of the Parties.