Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the " Closing ") shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 1000 Louisiana Street, Suite 6800, Houston, Texas 77002 on the date hereof (the " Closing Date ").  The Closing shall be effective as of at 12:01 a.m., local time, on the Closing Date.