Common use of Control Rights Clause in Contracts

Control Rights. With respect to any examination, -------------- audit, contest, appeal or other proceeding relating to Taxes of the Company that could give rise to indemnification obligations of the Majority Stockholders hereunder, the Majority Stockholders' Representative shall have the right to control the contest and settlement of any such proceeding. Digital Angel and the Company shall cooperate with the Majority Stockholders' Representative and shall provide the Majority Stockholders' Representative with access to tax returns, books and records and other relevant information and shall execute any necessary powers of attorney relevant to the Majority Stockholders' Representative's authority hereunder. In the event that the Majority Stockholders' Representative elects not to control such contest and settlement, the Majority Stockholders' Representative shall have the right to participate in such contest and settlement and neither Digital Angel nor the Company shall settle any audit or proceeding without prior notice to the Majority Stockholders' Representative.

Control Rights. With respect to any examination, -------------- audit, contest, appeal or other proceeding relating to Taxes of the Company that could give rise to indemnification obligations of the Majority Stockholders hereunder, the Majority Stockholders' Representative shall have the right to control the contest and settlement of any such proceeding. Digital Angel and the Company shall cooperate with the Majority Stockholders' Representative and shall provide the Majority Stockholders' Representative with access to tax returns, books and records and other relevant information and shall execute any necessary powers of attorney relevant to the Majority Stockholders' Representative's authority hereunder. In the event that the Majority Stockholders' Representative elects not to control such contest and settlement, the Majority Stockholders' Representative shall have the right to participate in such contest and settlement and neither Digital Angel nor the Company shall settle any audit or proceeding without prior notice to the Majority Stockholders' Representative.