Cooperation Regarding Tax Contests. The Parties shall provide each other with all information relating to a Tax Contest which is needed by the other Party to handle, participate in, defend, settle or contest the Tax Contest. At the request of any party, the other Party shall take any action (e.g., executing a power of attorney) that is reasonably necessary in order for the requesting Party to exercise its rights under this Agreement in respect of a Tax Contest. Mtron shall assist LGL, and LGL shall assist Mtron, in taking any remedial actions that are necessary or desirable to minimize the effects of any adjustment made by a Tax Authority. The Indemnifying Party shall reimburse the Indemnified Party for any reasonable out-of-pocket costs and expenses incurred in complying with this Section 5.4.

Tax Contests. After the Closing Date, if the Buyer or the Company receives from any Tax Authority # a notice of such Tax Authority’s intent to audit, examine or conduct an administrative proceeding with respect to Taxes or Tax Returns of the Company for any Pre-Closing Tax Period, or # a notice of deficiency, a notice of such Tax Authority’s intent to assess a deficiency or a notice of proposed adjustment concerning Taxes or Tax Returns of the Company for any Pre-Closing Tax Period (the items set forth in clauses (i) and (ii), each a “Tax Claim”), the Buyer shall give written notice to the Seller Representative of the Tax Claim, provided that the failure to notify the Seller Representative will not relieve the Sellers of any liability that the Sellers may have to the Buyer, except to the extent that the Sellers demonstrate that the defense of such Tax Claim is materially prejudiced by the Buyer’s failure to give such notice. Upon receipt of notice of such Tax Claim, the Seller Representative shall have fifteen (15) calendar days after its receipt of said notice to elect, by written notice given to the Buyer, to undertake, conduct and control, through counsel of its own choosing which is reasonably acceptable to the Buyer and at the sole cost and expense of the Sellers, the good faith defense of any such Tax Claim (a “Tax Proceeding”) that does not involve a Straddle Period, provided that # the Buyer shall maintain the right to participate in such Tax Proceeding at its sole cost and expense and # no compromise or settlement of such Tax Proceeding may be effected by the Seller Representative without the written consent of the Buyer (such consent not to be unreasonably withheld, conditioned or delayed). The Buyer shall have the right to employ separate counsel in any such Tax Proceeding and to participate in the defense thereof at its sole cost and expense. If notice is given to the Seller Representative of the assertion of any Tax Claim that does not involve a Straddle Period and the Seller Representative does not, within fifteen (15) calendar days after its receipt of the Buyer’s notice, give written notice to the Buyer of its election to control the Tax Proceeding with respect to such Tax Claim in accordance with this Section 5.2(d), the Buyer may control such Tax Proceeding (at the Buyer’s sole cost and expense) and the Sellers will be bound by any determination made in such Tax Proceeding or any compromise or settlement effected by the Buyer. For any Tax Proceeding for a Straddle Period, the Buyer shall undertake, conduct and control such Tax Proceeding (at the Buyer’s sole cost and expense); provided, however, that, the Seller Representative shall have the right to employ separate counsel in any such Tax Proceeding and to participate in the defense thereof at the sole cost and expense of the Sellers and no compromise or settlement of such Tax Proceeding may be effected by the Buyer without the written consent of the Seller Representative (such consent not to be unreasonably withheld, conditioned or delayed). With respect to any Tax Proceeding subject to this Section 5.2(d): # both the Buyer and the Seller Representative, as the case may be, shall keep the other party fully informed of the status of such Tax Proceeding and any related proceedings at all stages thereof where such other party is not represented by separate legal counsel, # the party who has assumed to undertake, conduct and control the Tax Proceeding shall be diligent in their efforts to facilitate the Tax Proceeding to resolution, and # the parties agree to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Tax Proceeding. In the event of any conflict or overlap between the provisions of this Section 5.2(d) and [Section 6.5], this Section 5.2(d) shall control.

Tax Cooperation. The Parties shall cooperate and exercise their reasonable best efforts to ensure that any withholding taxes imposed on payments to HFB are reduced as far as possible under the provisions of any applicable law (including any applicable income tax treaty). If withholding of tax is required from any payment, both parties shall use reasonable efforts to provide sufficient time for the Parties to review the applicable law and establish any available reduction or exemption from such withholding. For purposes of properly determining its withholding tax obligations (if any) in respect of payments to HFB based on sales (such as royalties), [[FibroGen:Organization]] covenants to maintain records, available for HFB’s review, that support the apportionment of such payments to U.S. sources or non-U.S. sources, as determined for U.S. federal income tax purposes, and as otherwise may be required under the income sourcing rules of other jurisdictions that may impose withholding obligations in respect of such payments. Each Party will cooperate and exercise their reasonable best efforts to enable the recovery, as permitted by applicable law, of withholding taxes, VAT, or similar tax obligations that were paid in respect of payments made under this Agreement, such recovery to be for the benefit of the Party that bore the economic burden of such withholding tax or VAT. Furthermore, the Parties shall reasonably cooperate and provide each other with such forms and information as reasonably may be needed to comply with any applicable tax reporting obligations.

Parent shall notify Stockholder Representative in writing within ten (10) days (provided, that the failure to give timely notice as provided herein shall not relieve any party of its indemnification obligations under Article IX except to the extent that such party is actually and materially prejudiced thereby) of the receipt by Parent of written notice of any inquiries, audits, examinations, assessments or proceedings from any Governmental Entity with respect to Taxes of the Company for which Indemnifying Holders would be required to indemnify any Indemnified Parties pursuant to this Agreement (any such inquiry, assessment, proceeding or similar event, a “Tax Matter”). Stockholder Representative may, at its own expense, participate in and, upon notice to Parent, assume the defense of any such Tax Matter relating to a Tax period ending on or before the Closing Date (but not a Straddle Period, which is governed by [Section 8.2(b)]). If Stockholder Representative assumes such defense, Stockholder Representative shall have the authority, with respect to such Tax Matter, to represent the interests of the Company before the relevant Governmental Entity and shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional ACTIVE/108710474.16

Tax Contests. Buyer and the Company shall give written notice to Seller Representative within ten (10) Business Days of its receipt (or the receipt by any of their respective Affiliates or Subsidiaries) of any written notice of any audit, assessment, adjustment, investigation or other proceeding to the extent relating to Taxes of the Company or any of its Subsidiaries for which any Buyer Indemnified Person is entitled to indemnification under this Agreement (a “Tax Contest”); provided, that failure to timely provide such notice shall not affect the right to indemnification of any Buyer Indemnified Person except to the extent such failure materially prejudices Seller Representative’s ability to defend the Tax Contest. If the Tax Contest relates in whole or in part to Taxes for which any Buyer Indemnified Person may be entitled to indemnification hereunder, Buyer shall have the right to control the conduct and disposition of the portion of such Tax Contest relating to Taxes for which the Buyer Indemnified Person would be entitled to indemnification hereunder and to employ counsel of its choice in connection therewith. The Seller Representative shall have the right to participate in, but not control, any such Tax Contest (a “Post-Closing Related Contest”). The parties each agree to consult with and to keep the other parties hereto reasonably informed on a regular basis regarding the status of any Tax Contest to the extent that such Tax Contest could materially affect a liability of such other parties (including indemnity obligations hereunder).

Tax Cooperation. The Parties shall use Commercially Reasonable Efforts to cooperate with one another and shall use Commercially Reasonable Efforts to avoid or reduce, to the extent permitted by Applicable Laws, tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by [[Nkarta:Organization]] to CRISPR under this Agreement. ​. To the extent that amounts are so withheld and paid to the proper taxing authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the persons with respect to whom such amounts were withheld. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for [[Nkarta:Organization]] to not withhold Tax or to withhold Tax at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be ​.

Cooperation Regarding Tax Contests. The Parties shall provide each other with all information relating to a Tax Contest which is needed by the other Party to handle, participate in, defend, settle or contest the Tax Contest. At the request of any party, the other Party shall take any action (e.g., executing a power of attorney) that is reasonably necessary in order for the requesting Party to exercise its rights under this Agreement in respect of a Tax Contest. Mtron shall assist [[LGL:Organization]], and [[LGL:Organization]] shall assist Mtron, in taking any remedial actions that are necessary or desirable to minimize the effects of any adjustment made by a Tax Authority. The Indemnifying Party shall reimburse the Indemnified Party for any reasonable out-of-pocket costs and expenses incurred in complying with this Section 5.4.

Notices of Tax Contests. Each Company shall provide prompt notice to the other Company of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware relating to # Taxes for which it is or may be indemnified by such other Company hereunder or # Tax Items that may affect the amount or treatment of Tax Items of such other Company. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except, and only to the extent that, the indemnifying Company shall have been actually prejudiced as a result of such failure. Thereafter, the indemnified Company shall deliver to the indemnifying Company such additional information with respect to such Tax Contest in its possession that the indemnifying Company may reasonably request.

Tax Cooperation. The Parties agree to cooperate with one another in accordance with Applicable Laws and use reasonable efforts to minimize Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by each Party to the other Party under this Agreement. To the extent either Party (the “Paying Party”) is required to deduct and withhold Taxes on any payment to the other Party (the “Recipient”), the Paying Party shall notify the Recipient of such requirement prior to making the payment to the Recipient and provide such assistance to the Recipient, including the provision of such documentation as may be required by a tax authority, as may be reasonably necessary in the Recipient’s efforts to claim an exemption from or reduction of such taxes. The Paying Party shall, in accordance with Applicable Laws, deduct or withhold taxes from the amount due, remit such taxes to the appropriate tax authority when due, and furnish the Recipient with proof of payment of such taxes within ​ days following the payment. If taxes are paid to a tax authority, the Paying Party shall provide reasonable assistance to the Recipient to obtain a refund of taxes withheld, or obtain a credit with respect to taxes paid. To the extent such amounts are paid to the appropriate tax authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the Recipient.

Notices of Tax Contests. Each Company shall provide prompt notice to the other Company of any pending or threatened Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware relating to # Taxes for which it is or may be indemnified by such other Company hereunder or # Tax Items that may affect the amount or treatment of Tax Items of such other Company. Such notice shall contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except, and only to the extent that, the indemnifying Company shall have been actually prejudiced as a result of such failure. Thereafter, the indemnified Company shall deliver to the indemnifying Company such additional information with respect to such Tax Contest in its possession that the indemnifying Company may reasonably request.