|TRIVAGO N.V. filed this Form 20-F on 03/06/2018|
agree that HoldCo has no obligation towards Expedia to pay back the Contribution or any part thereof.
(b) The parties agree that the contribution of the Contribution Amount by Expedia as shareholder of HoldCo shall be treated as a tax neutral shareholder contribution (verdeckte Einlage) at the level of HoldCo for Corporate Tax purposes to the greatest extent possible. If and to the extent that German tax authorities challenge the neutral treatment of the Contribution Amount at the level of HoldCo for Corporate Tax purposes, Expedia shall contribute to HoldCo, in addition to the Contribution Amount, such additional amount as is necessary to ensure that the net amount actually received by HoldCo after taking into account the payment by HoldCo of Corporate Taxes imposed on the Contribution Amount and any additional amounts payable pursuant to this clause (b) equals the full amount HoldCo would have received had no such Corporate Taxes been imposed on the Contribution Amount.
1.2 Duty to Cooperate. The Company and HoldCo shall reasonably cooperate with Expedia to minimize any potential tax liability that may be incurred by HoldCo or the Company as a result of the Contribution or any additional amounts payable pursuant to Section 1.1(b) of this Agreement and to mitigate the economic impacts for Expedia therefrom. HoldCo and Expedia agree to, if and to the extent necessary, sign any and all documents and take any and all action necessary to give full effect to the Contribution.
1.3 Ruling Event. The Founders, HoldCo, the Company and Expedia hereby acknowledge and agree that (a) a Ruling Event has occurred with respect to the Founder Ruling Requests, (b) upon the execution of this Agreement, a Ruling Event has occurred with respect to the Company Ruling Request, (c) this Agreement constitutes “an agreement under which Expedia is obligated to the Company to make the Company whole for any additional tax liability incurred by it as a result of the Merger” for purposes of the definition of “Ruling Event” in the IPOSA and (d) the parties hereto have fully satisfied (and have not waived) all obligations to one another under the IPOSA and the TFARA in respect of the Cost Assumption. For the avoidance of doubt, the sole purpose of this Agreement is to cause a Ruling Event in accordance with the IPOSA and nothing in this Agreement is aimed to grant any additional rights to the Founders or the Company.
TAX TREATMENT AND TAX PROCEEDINGS
2.1 Tax Treatment. The Company, HoldCo (as legal successor of the Company) and Expedia acknowledge and agree that, notwithstanding the conclusion of the Rulings to the contrary, the Cost Assumption may not constitute Consideration for Corporate Tax purposes at the level of the Company under applicable German law, properly interpreted (the “Alternative Tax Treatment”).
2.2 Tax Returns. The Company, HoldCo (as legal successor of the Company) and Expedia agree that: