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-3 - <br /> Closing Date shall be no longer than 60 calendar days from the date of execution of this <br /> Agreement and the Settlement Agreement. In the event that Closing does not occur due to the <br /> delay of any required regulatory approval,the Closing Date shall be automatically extended by up <br /> to 30 calendar days. Closing shall occur as promptly as possible, and in any event not later than <br /> three Business Days (as defined below) following the satisfaction or waiver of the conditions set <br /> forth in Section 4 of this Agreement that are to be satisfied at or prior to Closing or on such date <br /> as the Parties may agree to in writing. Closing shall occur electronically or at the office of DEC's <br /> counsel,or at such other place as the Parties may agree to in writing. <br /> 1.6 Closing Deliveries by each Transferor. At Closing, each Transferor shall deliver, or <br /> cause to be delivered, to the Transferee (unless previously delivered, or expressly waived in <br /> writing by,the Transferee)the following: <br /> (a) the Quitclaim Deed,Assignment,Conveyance and Bill of Sale attached hereto as <br /> Exhibit "A" conveying to the Transferee all of the Transferor's right, title and <br /> interest in and to the Leases& Claims as of the Closing Date,duly executed and <br /> delivered by the Transferor; <br /> (b) the assignment for each of the Leases & Claims in the form prescribed by <br /> applicable Law,duly executed and delivered by the Transferor; <br /> (c) a certificate executed by an authorized officer of the Transferor, stating that the <br /> conditions to Closing set forth in Subsection 4.2 of this Agreement have been <br /> satisfied;and <br /> (d) all such other assurances, consents, agreements, documents and instruments as <br /> may be reasonably required by the Transferee to complete the Transactions. <br /> 1.7 Closing Deliveries by Transferee. At Closing, each Transferee shall deliver, or cause to <br /> be delivered,to the Transferor(unless previously delivered to,or expressly waived in writing by, <br /> the Transferor)the following: <br /> (e) a certificate executed by an authorized officer of the Transferee, stating that the <br /> conditions to Closing set forth in Subsection 4.3 of this Agreement have been <br /> satisfied;and <br /> (f) all such other assurances, consents, agreements, documents and instruments as <br /> may be reasonably required by the Transferor to complete the Transactions. <br /> 1.8 Simultaneous Transactions. The Transactions and all deliveries contemplated by <br /> Subsections 1.6 and 1.7 of this Agreement shall be deemed to occur simultaneously on the <br /> Closing Date,and none shall be deemed completed until all are completed. <br /> 2. REPRESENTATIONS AND WARRANTIES <br /> 2.1 Transferor's Representations and Warranties. Each Transferor represents and warrants to <br /> the Transferee that: <br /> (a) the Transferor is a corporation duly incorporated and validly subsisting and is in <br /> good standing under the laws of the jurisdiction of its incorporation, with full <br />