Closing. Subject to the terms and conditions of this Agreement, the closing of the Transaction (the “Closing”) shall take place by a so-called “virtual closing” pursuant to which all Closing deliveries may be effected by telephone, facsimile, e-mail, PDF, wire transfer and/or similar means on the third (3rd) Business Day following the satisfaction or waiver of all conditions contained in [Article VIII] (except for those conditions which by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions), or on such other date, place and time as the Representative and Purchaser may agree in writing, but in any event not later than the Outside Date, unless the Parties agree in writing to another date. The date on which the Closing occurs is referred to herein as the “Closing Date”.

Closing. Upon the terms and subject to the conditions hereof, the consummation of the transaction contemplated by this Agreement (the “Closing”) shall take place via electronic and overnight deliveries, or as the parties mutually agree, on the fifth business day after the date on which all conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions) have been satisfied or waived, or at such other time and place as the parties agree; provided, however, that the Closing shall not occur any later than June 30, 2019 (the “Outside Closing Date”). The date upon which the Closing occurs is herein referred to as the “Closing Date”.

Unless otherwise agreed to by the Parties in writing, the closing of the transactions contemplated under this Agreement (the “Closing”), including the sale of the Business and Purchased Assets to the Purchaser and the assumption of the Assumed Liabilities by the Purchaser, shall take place remotely via the exchange of documents and signatures on the third (3rd) Business Day following the satisfaction and/or waiver of all conditions to the Closing set forth in Sections 5 and 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction and/or waiver of such conditions) provided, that, if such day is not the ​, the Seller and the Purchaser shall each have the right, exercisable at any time prior to the Closing by written notice to the other Party in its sole discretion, to defer the Closing to the ​ in which the Closing otherwise would have occurred, provided further, that, Closing shall in no event occur earlier than ​. For purposes of this Agreement, “Closing Date” shall mean the time and date as of which the Closing actually takes place.