On the terms set forth herein, the closing of the Transactions (the “Closing”) shall take place by conference call and electronic communication (i.e., emails/pdf) or facsimile, with exchange of original signatures to follow by mail, on the date hereof and effective as of 11:59 p.m. United States Eastern Standard time, on such date. The Parties intend and desire that the transactions herein be treated as tax free transactions, provided, however, that Buyer shall have no liability to any other Party or Person in the event that they are not so treated.