Common use of Cash Transfer Clause in Contracts

Cash Transfer. From the Effective Time, the Vendor will have a liability and obligation to transfer to the Purchaser the SnackCo Canada Cash and the Purchaser will have a liability and obligation to transfer to the Vendor cash in an amount equal to the amount by which any cash or Cash Equivalents received by it hereunder exceeds the amount of the SnackCo Canada Cash. On or before the date that is 45 days after the Closing Date, the Vendor will transfer to the Purchaser cash and Cash Equivalents representing its estimate to that time of the amount of the SnackCo Canada Cash. For greater certainty, (a) if, at any particular time, the amount of the cash and Cash Equivalents transferred up to such time is less than the amount ultimately determined to be the SnackCo Canada Cash, the Vendor will have a continuing obligation to pay such shortfall to the Purchaser, and (b) if, at any particular time, the amount of the cash and Cash Equivalents transferred up to such time exceeds the amount ultimately determined to be the SnackCo Canada Cash, the Purchaser will have a continuing obligation to pay cash to the Vendor equal to the amount of such excess. The Vendor and the Purchaser may represent such continuing obligations through promissory notes issued to each other. To the extent that the Vendor has an obligation to transfer SnackCo Canada Cash to the Purchaser, the Vendor will satisfy such obligation first by transferring cash, thereafter any certificates of deposit, thereafter amounts owing to the Vendor from persons related to the Vendor, and thereafter other Cash Equivalents, in each case, of or standing to the credit of the Vendor immediately prior to the Effective Time and constituting SnackCo Canada Cash.