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SEC Filings

20-F
TRIVAGO N.V. filed this Form 20-F on 03/06/2018
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(a)    Unless otherwise required by mandatory law, the Merger shall be treated in the tax returns with respect to Corporate Taxes of the Company for the assessment period in which the tax effective date of the Merger occurs (each such return a “Tax Return”) consistently with the Alternative Tax Treatment, it being understood that the deviating treatment from the Rulings shall be disclosed to the respective tax authorities with all facts and relevant information and an explanation of such deviating treatment (“Disclosure Annex”).
(b)    The Company and/or HoldCo (as legal successor of the Company), as applicable, shall deliver to Expedia for Expedia’s review and comment, as applicable, a draft of any Disclosure Annex and the portion of any Tax Return related to the Alternative Tax Treatment or the Cost Assumption (such Disclosure Annex and such portion(s) of such Tax Return a “Relevant Filing”) no later than thirty (30) days prior to the due date for the Tax Return to which the Relevant Filing refers or of which such Relevant Filing forms a part (taking into account extensions). Expedia has to provide comments, if any, to such Relevant Filing no later than fifteen (15) days prior to the due date for filing such Tax Return (taking into account extensions), which comments have to be limited to matters relating to the Alternative Tax Treatment and/or the Cost Assumption. The Company and/or HoldCo, as applicable, shall revise (or cause to be revised) each Relevant Filing to reflect any reasonable comments timely provided by Expedia prior to filing and shall timely file (or cause to be filed) such Relevant Filing as so revised with the relevant Tax Return or as part of the relevant Tax Return, as applicable. If, in accordance with the provisions of this Agreement, the Alternative Tax Treatment is abandoned prior to the filing of the Tax Return, the Company and/or HoldCo (as legal successor of the Company), as applicable, shall deliver to Expedia for Expedia’s review and comment, as applicable, a draft of the portion of any Tax Return related to the Alternative Tax Treatment or the Cost Assumption and the foregoing provisions of this Section 2.2(b) shall apply, mutatis mutandis, to such Tax Return.
2.3    Tax Proceedings. As Expedia may reasonably instruct, the Company and/or HoldCo (as legal successor of the Company), as applicable, shall file objections (Einspruch), institute and conduct any contest or litigation or other proceedings (including appeals against court judgments (Revision)) related to taxes (a “Tax Proceeding”) against any assessment notice of the Company and/or HoldCo (as legal successor of the Company) confirming that the Cost Assumption constitutes Consideration. In furtherance and not in limitation of the immediately foregoing sentence, the Company and/or HoldCo (as legal successor of the Company) shall timely file (1) an objection without any substantiation against any assessment notice and/or (2) a lawsuit (Klage) without any substantiation against any objection notice (Einspruchsbescheid) of the Company or HoldCo (as legal successor of the Company), which assessment notice or objection notice, as applicable, confirms that the Cost Assumption constitutes Consideration unless Expedia has given any deviating instruction to the Company or HoldCo, as applicable, at the latest seven (7) days before the relevant period in which the objection or lawsuit has to be brought expires. With respect to the portions of any Tax Proceeding related to any Consideration in connection with the Cost Assumption (each such portion a “Relevant Tax Proceeding”) the Company, HoldCo (as legal successor of the Company) and Expedia agree to the following:

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