Closing of the transactions contemplated by this Agreement (“ Closing ”) shall occur, by exchange of executed documents delivered via overnight courier, facsimile or email, on the third (3rd) business day after last of the conditions set forth in Article IV have been satisfied or such other date as may be agreed to by the Parties. The date and time of the Closing (the “ Closing Date ”) for all purposes under this Agreement, including any calculations to be made as of the Closing Date hereunder, shall be 11:59 p.m., Eastern Time, on the date of the Closing with any receipts allocable to and expenses incurred on such day being allocated to the Shareholder.