By: Title: Excerpts from the Purchase Agreement between Marvelous Magic and Tricky Tricks Article 7-Conditions to Purchaser's Obligations The obligation of the Purchaser to complete the purchase of the Purchased Assets under this Agreement is subject to the satisfaction or waiver of, on or before the Closing Date, each of the fol- lowing conditions precedent: 7.1 Representations and Warranties. All of the representations and warranties of the Seller made in or pursuant to this Agreement must be true and correct on the Closing Date with the same effect as if made on the Closing Date (except to the extent such representations and warranties may have been affected by the occurrence of events or transactions expressly contemplated and permit- ted by this Agreement) and the Purchaser must have received a certificate from the President of the Seller, confirming, to the best of his knowledge, information and belief (after due inquiry), the truth and correctness of the representations and warranties of the Seller. 7.2 Performance of Obligations. The Seller must have performed or complied with, in all respects, all its obligations, covenants and agreements under this Agreement, and the Purchaser must have received a certificate from the Seller certifying to the foregoing. Chapter 31 Additional Exercises 495 Exercise 31-7 Closing Certificate Exercise From: Lester Lawyer To: Nicholas Neophyte Date: November 24, 20X8 Re: Closing Certificates On September 1, 20X8, Marvelous Magic Corp., a Delaware corporation ("Marvelous Magic"), entered into a Purchase Agreement with Tricky Tricks, Inc., an Alaska corporation ("Tricky Tricks"). In accordance with the Purchase Agreement, Marvelous Magic will be purchasing substantially all of the assets of Tricky Tricks at a closing to be held at our offices on December 31, 20X8. Please draft the closing certificates referred to in Section 7 of the Purchase Agreement as soon as possible. I have attached to this memo a closing certificate from a past deal as well as a copy of the relevant provisions of the Agreement. Thomas Titan is the president of Tricky Tricks. CERTIFICATE