The sale and purchase of the Purchased Shares (the Closing ) shall take place at the offices of Freshfields Bruckhaus Deringer US LLP located at 601 Lexington Avenue, New York, NY 10022 at 10:00 a.m. local time on the third (3 rd ) Business Day following the satisfaction or waiver (by the party entitled to the benefit of such condition) of all of the closing conditions set forth in Article 6 (other than those to be satisfied at the Closing itself, but subject to such conditions being satisfied at the Closing) (such third (3 rd ) Business Day, the Proposed Date ) or on or at such other date, time or place as the Buyer and the Company may mutually agree in writing; provided , however, that if the Proposed Date would occur prior to September 30, 2016, the Company shall have the right to elect to delay the Closing until the earlier of (x) September 30, 2016 and (y) the fifteenth (15 th ) day following the Proposed Date, subject to the satisfaction or waiver (by the party entitled to the benefit of such condition) of all of the closing conditions set forth in Article 6, which are required to be satisfied at the Closing; provided, further, that, unless otherwise agreed by the Buyer and the Company, the Closing shall not occur any earlier than the second (2 nd ) Business Day after the end of the Marketing Period (unless the Debt Financing has been obtained prior to such date). The date on which the Closing occurs is referred to herein as the Closing Date .