The closing of the purchase and sale of the Target Shares set forth in this Agreement (the “ Closing ”) shall take place at the offices of Westerman Ball Ederer Miller Zucker & Sharfstein, LLP, at 1201 RXR Plaza, Uniondale, New York 11556, commencing at 10:00 a.m., local time, on December 30, 2016, subject to the satisfaction (or valid waiver) of all of the conditions set forth in Section 6 and Section 7 , below, or such other date as the Parties may mutually determine (the “ Closing Date ”).