Government Loan Amount. Following the Closing Purchaser shall, and shall cause the Amtrol Companies to, use commercially reasonable efforts to secure the forgiveness of those portions of the Government Loan Amount that are subject to forgiveness in accordance with their terms; provided, however, that (i) the Stockholder Representative, on behalf of the Company Securityholders, shall reimburse Purchaser and the Amtrol Companies for (A) any reasonable documented out-of-pocket expenses incurred in connection with seeking the forgiveness of any portion of the Government Loan Amount and (B) any Taxes which become payable as a result of the forgiveness of any portion of the Government Loan Amount, and (ii) for avoidance of doubt, Purchaser and the Amtrol Companies shall have no obligation to take any action that is commercially unreasonable or is inconsistent with their business plan for the purpose of obtaining forgiveness of the Government Loan Amount. Subject to any offset provided for in Section 3.10(f), if and when any portion(s) of the Government Loan Amount are forgiven, within fifteen (15) Business Days of receiving notice of such forgiveness, Purchaser shall pay to the Stockholder Representative the forgiven amount, less (1) the amount of any expenses incurred by Purchaser or the Amtrol Companies in connection with obtaining such forgiveness and (2) any Taxes payable by Purchaser or the Amtrol Companies as a result of obtaining such forgiveness (to the extent such Taxes have not previously been reimbursed by the Stockholder Representative pursuant to clause (i) of the first sentence of this Section 3.6, by wire transfer of immediately available funds to such account as designated in writing by the Stockholder Representative.
