The consummation of the PRV Transfer contemplated by this Agreement (the “ Closing ”) shall be conducted telephonically and/or via email or other similar means of correspondence on the third (3 rd ) Business Day after all of the conditions set forth in ARTICLE VII have been satisfied or waived (other than those conditions to be satisfied only by the delivery of certificates or other documents at the Closing, but subject to satisfaction or waiver of such condition ) or such other date as may be mutually agreed upon by Buyer and Seller. The date on which the Closing actually takes place is referred to in this Agreement as the “ Closing Date ”.