The consummation of the transactions contemplated by this Agreement (the “ Closing ”) will take place at the offices of Orrick, Herrington & Sutcliffe LLP located at 1301 McKinney Street, Suite 4100, Houston, Texas 77010, at 10:00 a.m. local time on the second business day after all of the conditions to closing in Article V are satisfied or waived (other than conditions which are to be satisfied on the Closing Date), or at such other time, date or place as Sellers and Buyer may mutually agree upon in writing (the “ Closing Date ”). The Closing shall be deemed effective as of 12:00 a.m., Houston time, on the Closing Date.