The closing of the transactions contemplated by this Agreement (“ Closing ”) shall take place upon the satisfaction or waiver of all conditions to the obligations of Buyer and Seller to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective parties will take at the Closing) or such date as the parties may mutually determine (“ Closing Date ”).  The Closing and the Transfer will be effective as of 11:59 p.m. on the Closing Date (“ Effective Time ”).  Buyer and Seller acknowledge that the Business is presently being managed by Buyer, pursuant to a separate General Management Agreement entered into between Buyer and Seller (“ Management Agreement ”).  Seller agrees that the Closing may be postponed and that Buyer’s management of the Business under the Management Agreement may continue until the Closing, at Buyer’s discretion, in order for Buyer to obtain the Existing Permits in its name prior to the Closing.  Buyer shall diligently pursue obtaining the Existing Permits.