The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at such other place as Seller and Buyer may agree (including by electronic exchanges of documents), on the last Business Day of Seller’s fiscal month immediately following the satisfaction or waiver of each of the conditions set forth in Section 11.01 and Section 11.02 (other than conditions that, by their terms, cannot be satisfied until Closing, but subject to the satisfaction or waiver of those conditions as of the Closing). The date on which the Closing takes place shall be the “ Closing Date ”, and the Closing shall be effective as of the Effective Time.