City time), at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 6064, or at such other time and place as shall be mutually agreed upon by the Parties. The date on which the Closing occurs is referred to herein as ...