Subject to the terms and conditions of this Agreement, the consummation of the Contemplated Transactions (the “ Closing ”) shall take place at the offices of Foley & Lardner, LLP, 555 S. Flower Street, Suite 3500, Los Angeles, California, at 10:00 a.m., Pacific time, within five Business Days after all of the conditions to Closing set forth in ARTICLE VI are either satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), or at such other time, date or place as Seller and Buyer may mutually agree upon in writing. The date on which the Closing is to occur is herein referred to as the “Closing Date”.