Common use of General Control Rights Clause in Contracts

General Control Rights. Subject to the other provisions of this ---------------------- Section 7, with respect to any Proceeding relating, in whole or in part, to a Reorganization Issue, RRD and the Company shall have shared control over such Proceeding, prior to the assumption of exclusive control by RRD or the Company under the circumstances described elsewhere in this Agreement, under the following rules: (i) RRD shall promptly deliver to the Company complete copies of all written notices, requests, or other information received from any taxing authority or judicial or similar body that relate to such Proceeding, and the Company shall promptly deliver to RRD complete copies of all written notices, requests, or other information received from any taxing authority or judicial or similar body that relate to such Proceeding; (ii) RRD shall not provide any documents or other information to any taxing authority or judicial or similar body in connection with the Proceeding without obtaining the Company's prior consent (which consent shall not be unreasonably withheld) and the Company shall not provide any documents or other information to any taxing authority or judicial or similar body that relate to such Proceeding without RRD's prior consent (which consent shall not be unreasonably withheld); (iii) the submission of any written response or other written work to any taxing authority or judicial body (hereinafter, "Written Response") shall be coordinated by the Company and RRD acting in good faith; provided, however, that the content of any Written Response to the extent not related to any Reorganization Issue shall be exclusively controlled by the Company and the content of any Written Response to the extent related to any Reorganization Issue shall be exclusively controlled by RRD; (iv) the Company and RRD shall each have equal control over any Proceeding and shall both have the right to fully participate in any Proceeding; provided, however, that in any Proceeding the Company shall have sole control over any discussion relating to any issue that is not a Reorganization Issue (and may exclude RRD from participating in such discussion, but not from attending such Proceeding) and RRD shall have sole control over any discussion relating to any Reorganization Issue (and may exclude the Company from participating in such discussion, but not from attending such Proceeding); (v) the Company and RRD shall each consult in good faith with each other with respect to all aspects of any action or position to be taken by the Company or RRD, respectively, relating to the Proceeding and take the party's interest into account; (vi) neither the Company nor RRD shall adopt positions in any proceeding that unfairly compromise a Reorganization Issue or non-Reorganization Issue, respectively, so as to gain any advantage with respect to any non-Reorganization Issue or Reorganization Issue, respectively; which is the subject of the same or a related Proceeding; (vii) if a Proceeding consists solely of non-Reorganization Issues, the Company shall have exclusive control over such Proceeding, and if a Proceeding consists solely of Reorganization Issues, RRD shall have exclusive control over such Proceeding (subject, in all cases, to the other party's rights of participation) and (viii) except in the circumstances described below, neither the Company nor RRD shall make any settlement offer to any taxing authority, discuss any settlement offer with any taxing authority, or accept any settlement offer in respect of such Proceeding.

General Control Rights. Subject to the other provisions of this ---------------------- ----------------------- Section 77.1, with respect to any Proceeding in respect of an Income Tax Return relating, in whole or in part, to a Reorganization an Indemnity Issue, RRD and the Company party who has responsibility for filing such Income Tax Return (the "Responsible Party") shall have shared the right to decide as between the parties hereto how such Proceeding is to be dealt with and finally resolved with the appropriate taxing authority and shall control over such Proceedingall related Proceedings; provided, prior to however, that if the assumption of exclusive control by RRD or -------- ------- Responsible Party is not the Company under Indemnitor, the circumstances described elsewhere in this Agreement, under the following rules: Responsible Party shall: (i) RRD shall promptly deliver to the Company Indemnitor complete copies of all written notices, requests, or other information received from any taxing authority or judicial or similar body that relate to such Proceeding, and the Company shall promptly deliver to RRD complete copies of all written notices, requests, or other information received from any taxing authority or judicial or similar body that relate to such Proceeding; Indemnity Issue; (ii) RRD shall not provide any documents or other information to any taxing authority or judicial or similar body in connection with the Proceeding without obtaining the Company's prior consent (which consent shall not be unreasonably withheld) and the Company shall not provide any documents or other information to any taxing authority or judicial or similar body that relate to such Proceeding the Indemnity Issue without RRDthe Indemnitor's prior consent (which consent shall not be unreasonably withheld); review; (iii) the submission of not submit any written response or other written work in respect of any Indemnity Issue to any taxing authority or judicial or similar body (hereinafter, "Written Response") shall be coordinated by without allowing the Company Indemnitor to review and RRD acting in good faith; provided, however, that the content of any Written Response revise such written response or other written work to the extent not related it relates to any Reorganization Indemnity Issue shall (with any disagreement as to the ultimate language used in any such written response or other written work to be exclusively controlled resolved by the Company and the content of any Written Response to the extent related to any Reorganization Issue shall be exclusively controlled by RRD; Responsible Party); (iv) permit the Company Indemnitor and RRD shall each have equal control over its representatives, at the Indemnitor's sole expense, to participate fully in all conferences, meetings, proceedings or judicial appearances with or before any Proceeding and shall both have taxing authority or judicial or similar body (whether in person or by telephone) the right to fully participate in any Proceeding; provided, however, that in any Proceeding subject matter of which is or includes the Company shall have sole control over any discussion relating to any issue that is not a Reorganization Issue (and may exclude RRD from participating in such discussion, but not from attending such Proceeding) and RRD shall have sole control over any discussion relating to any Reorganization Issue (and may exclude the Company from participating in such discussion, but not from attending such Proceeding); Indemnity Issue; (v) the Company and RRD shall each consult in good faith with each other the Indemnitor with respect to all aspects of any action or position to be taken by the Company or RRD, respectively, relating Responsible Party that relates to the Proceeding any Indemnity Issue and take the partyIndemnitor's interest interests into account; ; (vi) neither the Company nor RRD shall not adopt positions any position in any proceeding Proceeding that unfairly compromise a Reorganization compromises an Indemnity Issue or non-Reorganization Issue, respectively, so as to gain any advantage with respect to any non-Reorganization Indemnity Issue or Reorganization Issue, respectively; which is the subject of the same or a any related Proceeding; ; (vii) if a the Proceeding consists relates solely of non-Reorganization to one or more Indemnity Issues, permit the Company shall have exclusive Indemnitor to control over such Proceeding, and if a Proceeding consists solely of Reorganization Issues, RRD shall have exclusive control over such Proceeding (subject, in all cases, to the other party's rights of participation) and respects; and (viii) except in the circumstances described below, neither the Company nor RRD shall not make any settlement offer to any taxing authority, discuss any settlement offer with made by any taxing authority, or accept any settlement offer made by any taxing authority, in each case with respect of such Proceedingto any Proceeding that is related, in whole or in part, to any Indemnity Issue.

General Control Rights. Subject to the other provisions of ---------------------- this ---------------------- Section 74.02, with respect to any Proceeding in respect of a Tax Return relating, in whole or in part, to a Reorganization an Indemnity Issue, RRD and the Company party who has responsibility for filing such Tax Return (the "Responsible Party") shall have shared the right to decide as between the parties hereto how such Proceeding is to be dealt with and finally resolved with the appropriate taxing authority and shall control over such Proceedingall related Proceedings; provided, prior to however, that if the assumption of exclusive control by RRD or Responsible -------- ------- Party is not the Company under Indemnitor, the circumstances described elsewhere in this Agreement, under the following rules: Responsible Party shall: (i) RRD shall promptly deliver to the Company Indemnitor complete copies of all written notices, requests, or other information received from any taxing authority or judicial or similar body that relate to such Proceeding, and the Company shall promptly deliver to RRD complete copies of all written notices, requests, or other information received from any taxing authority or judicial or similar body that relate to such Proceeding; Indemnity Issue; (ii) RRD shall not provide any documents or other information to any taxing authority or judicial or similar body in connection with the Proceeding without obtaining the Company's prior consent (which consent shall not be unreasonably withheld) and the Company shall not provide any documents or other information to any taxing authority or judicial or similar body that relate to such Proceeding the Indemnity Issue without RRDthe Indemnitor's prior consent (which consent shall not be unreasonably withheld); review; (iii) the submission of not submit any written response or other written work in respect of any Indemnity Issue to any taxing authority or judicial or similar body (hereinafter, "Written Response") shall be coordinated by without allowing the Company Indemnitor to review and RRD acting in good faith; provided, however, that the content of any Written Response revise such written response or other written work to the extent not related it relates to any Reorganization Indemnity Issue shall (with any disagreement as to the ultimate language used in any such written response or other written work to be exclusively controlled resolved by the Company and the content of any Written Response to the extent related to any Reorganization Issue shall be exclusively controlled by RRD; Responsible Party); (iv) permit the Company Indemnitor and RRD shall each have equal control over its representatives, at the Indemnitor's sole expense, to participate fully in all conferences, meetings, proceedings or judicial appearances with or before any Proceeding and shall both have taxing authority or judicial or similar body (whether in person or by telephone) the right to fully participate in any Proceeding; provided, however, that in any Proceeding subject matter of which is or includes the Company shall have sole control over any discussion relating to any issue that is not a Reorganization Issue (and may exclude RRD from participating in such discussion, but not from attending such Proceeding) and RRD shall have sole control over any discussion relating to any Reorganization Issue (and may exclude the Company from participating in such discussion, but not from attending such Proceeding); Indemnity Issue; (v) the Company and RRD shall each consult in good faith with each other the Indemnitor with respect to all aspects of any action or position to be taken by the Company or RRD, respectively, relating Responsible Party that relates to the Proceeding any Indemnity Issue and take the partyIndemnitor's interest interests into account; ; (vi) neither the Company nor RRD shall not adopt positions any position in any proceeding Proceeding that unfairly compromise a Reorganization compromises an Indemnity Issue or non-Reorganization Issue, respectively, so as to gain any advantage with respect to any non-Reorganization Indemnity Issue or Reorganization Issue, respectively; which is the subject of the same or a any related Proceeding; ; (vii) if a the Proceeding consists relates solely of non-Reorganization to one or more Indemnity Issues, permit the Company shall have exclusive Indemnitor to control over such Proceeding, and if a Proceeding consists solely of Reorganization Issues, RRD shall have exclusive control over such Proceeding (subject, in all cases, to the other party's rights of participation) and respects; and (viii) except in the circumstances described below, neither the Company nor RRD shall not make any settlement offer to any taxing authority, discuss any settlement offer with made by any taxing authority, or accept any settlement offer made by any taxing authority, in each case with respect of such Proceedingto any Proceeding that is related, in whole or in part, to any Indemnity Issue.

General Control Rights. Subject to the other provisions of this ---------------------- Section 74.02, with respect to any Proceeding in respect of a Tax Return relating, in whole or in part, to a Reorganization an Indemnity Issue, RRD and the Company party who has responsibility for filing such Tax Return (the "Responsible Party") shall have shared the right to decide as between the parties hereto how such Proceeding is to be dealt with and finally resolved with the appropriate taxing authority and shall control over such Proceedingall related Proceedings; provided, prior to however, that if the assumption of exclusive control by RRD or Responsible -------- ------- Party is not the Company under Indemnitor, the circumstances described elsewhere in this Agreement, under the following rules: Responsible Party shall: (i) RRD shall promptly deliver to the Company Indemnitor complete copies of all written notices, requests, or other information received from any taxing authority or judicial or similar body that relate to such Proceeding, and the Company shall promptly deliver to RRD complete copies of all written notices, requests, or other information received from any taxing authority or judicial or similar body that relate to such Proceeding; Indemnity Issue; (ii) RRD shall not provide any documents or other information to any taxing authority or judicial or similar body in connection with the Proceeding without obtaining the Company's prior consent (which consent shall not be unreasonably withheld) and the Company shall not provide any documents or other information to any taxing authority or judicial or similar body that relate to such Proceeding the Indemnity Issue without RRDthe Indemnitor's prior consent (which consent shall not be unreasonably withheld); review; (iii) the submission of not submit any written response or other written work in respect of any Indemnity Issue to any taxing authority or judicial or similar body (hereinafter, "Written Response") shall be coordinated by without allowing the Company Indemnitor to review and RRD acting in good faith; provided, however, that the content of any Written Response revise such written response or other written work to the extent not related it relates to any Reorganization Indemnity Issue shall (with any disagreement as to the ultimate language used in any such written response or other written work to be exclusively controlled resolved by the Company and the content of any Written Response to the extent related to any Reorganization Issue shall be exclusively controlled by RRD; Responsible Party); (iv) permit the Company Indemnitor and RRD shall each have equal control over its representatives, at the Indemnitor's sole expense, to participate fully in all conferences, meetings, proceedings or judicial appearances with or before any Proceeding and shall both have taxing authority or judicial or similar body (whether in person or by telephone) the right to fully participate in any Proceeding; provided, however, that in any Proceeding subject matter of which is or includes the Company shall have sole control over any discussion relating to any issue that is not a Reorganization Issue (and may exclude RRD from participating in such discussion, but not from attending such Proceeding) and RRD shall have sole control over any discussion relating to any Reorganization Issue (and may exclude the Company from participating in such discussion, but not from attending such Proceeding); Indemnity Issue; (v) the Company and RRD shall each consult in good faith with each other the Indemnitor with respect to all aspects of any action or position to be taken by the Company or RRD, respectively, relating Responsible Party that relates to the Proceeding any Indemnity Issue and take the partyIndemnitor's interest interests into account; ; (vi) neither the Company nor RRD shall not adopt positions any position in any proceeding Proceeding that unfairly compromise a Reorganization compromises an Indemnity Issue or non-Reorganization Issue, respectively, so as to gain any advantage with respect to any non-Reorganization Indemnity Issue or Reorganization Issue, respectively; which is the subject of the same or a any related Proceeding; ; (vii) if a the Proceeding consists relates solely of non-Reorganization to one or more Indemnity Issues, permit the Company shall have exclusive Indemnitor to control over such Proceeding, and if a Proceeding consists solely of Reorganization Issues, RRD shall have exclusive control over such Proceeding (subject, in all cases, to the other party's rights of participation) and respects; and (viii) except in the circumstances described below, neither the Company nor RRD shall not make any settlement offer to any taxing authority, discuss any settlement offer with made by any taxing authority, or accept any settlement offer made by any taxing authority, in each case with respect of such Proceedingto any Proceeding that is related, in whole or in part, to any Indemnity Issue.