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4 ARTICLE V. CLOSING 5.01 Closing. Provided that the deliveries set forth in this Article V and all other conditions are either satisfied or waived, the consummation of the transaction contemplated under this Agreement (the "Closing") shall take place on the date first stated above, which shall be the date that execution by both parties is completed, or such other date as is mutually agreed upon between the parties (the 'Closing Date"). The Closing shall take place at such time and location as the parties shall mutually agree on the Closing Date. Possession of the Assets shall be deemed given to Transferee on the Closing Date. All risk and loss with respect to the Assets shall be borne by Transferor until the Closing Date. 5.02 Closing Documents. Both parties shall deliver or cause to be delivered to the other at Closing all documents and consents necessary for the parties to carry out their obligations under this Agreement. ARTICLE VI. MISCELLANEOUS 6.01 Amendment. This Agreement may only be amended by an instrument in writing, executed by both parties. 6.02 Entire Agreement. Except as expressly set forth in this Agreement or in an instrument in writing signed by the parties, which makes reference to this Agreement, this Agreement embodies the entire agreement in relation to the subject matter, and no representations, warranties, covenants, understandings or agreements exist between the parties. 6.03 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties and their respective administrators, legal representatives, successors and assigns. If any governmental unit, department, division, body, or office referred to in this Agreement shall cease to exist or shall cease to retain any part of its powers and duties, material to the performance of this Agreement which are vested in them at the time of the execution of this Agreement, then all references to them shall be deemed to include whatever governmental units, department, division, body, or office shall then succeed to or have the powers and duties material to performance of this Agreement without regard to title or formal designation. 6.04 Governing law. This Agreement shall in all respects be interpreted, construed, and governed by and in accordance with the laws of the State of Ohio. The parties submit to the personal jurisdiction of the state and federal courts located in Cuyahoga County, Ohio. 6.05 Notices. Any notice or other communication required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by facsimile transmission (with immediate confirmation thereafter) or sent by certified, registered or express mail, postage prepaid, or by a nationally recognized overnight courier service,