Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall occur as promptly as possible, and in any event no later than three (3) Business Days following the satisfaction or waiver of the conditions to the obligations of the Parties set forth in Article VI (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the satisfaction or waiver of such conditions) or on such other date as the Parties may agree in writing. The date of the Closing shall be referred to herein as the “ Closing Date ”. The Closing shall take place at the offices of Ropes & Gray LLP, 800 Boylston Street, Boston, Massachusetts 02199, at 10:00 a.m. Boston, Massachusetts time, or at such other place or at such other time as the Parties may agree in writing.