Common use of Final Closing Balance Sheet Clause in Contracts

Final Closing Balance Sheet. As soon as practicable (but in no event later than 60 days) after the Closing Date, the Surviving Corporation will prepare and cause to be audited by Ernst & Young LLP, independent auditors (or such other independent auditors as are selected by BackWeb Parent), and the Surviving Corporation will deliver to BackWeb Parent and the Agent (as defined in Article VII), a balance sheet of Lanacom, as of June 30, 1997 (as adjusted to reflect (x) the exercise of outstanding Lanacom Warrants for Lanacom Common Shares, or the expiration or cancellation of the Lanacom Warrants and (y) the exchange of outstanding Lanacom indebtedness for Lanacom Common Shares, in each case pursuant to the Pre-Closing Reorganization (as defined in Section 2.2(a)(iii) hereof), at any time from June 30, 1997 to Closing), (the "Final Balance Sheet"). The Final Balance Sheet shall be prepared in accordance with Canadian GAAP consistent with the basis of accounting and procedures and methods employed by Lanacom in preparing the Lanacom Financial Statements. During the conduct of such audit, the Surviving Corporation shall cooperate in all respects with the independent auditors for the purpose of completing the Final Balance Sheet. In addition, the Surviving Corporation and the independent auditors shall be available for periodic inquiry by BackWeb Parent and the Agent, and the independent auditors will answer such questions as BackWeb Parent or the Agent may have and provide such additional schedules and materials as BackWeb Parent or the Agent may reasonably request in order to permit a meaningful review of the Final Balance Sheet.