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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)    Expedia, the Company and/or HoldCo (as legal successor of the Company) shall reasonably cooperate with (or cause reasonable cooperation to be provided to) each other. In furtherance and not in limitation of the immediately foregoing sentence, the Company and HoldCo (as legal successor of the Company) shall:
(i)    follow Expedia’s reasonable written instructions;
(ii)    prepare and deliver to Expedia for Expedia’s review and comment, as applicable, a draft of the substantiation of the objection (Einspruchsbegründung), lawsuit (Klagebegründung) and/or other legal remedy (the “Substantiation”). In case the relevant legal remedy involves any due date for such Substantiation, the draft of the Substantiation has to be delivered to Expedia no later than ten (10) days prior to the due date for such Substantiation and Expedia has to provide comments, if any, to such Substantiation no later than five (5) days prior to the due date for filing such Substantiation. The Company and/or HoldCo, as applicable, shall revise (or cause to be revised) such Substantiation to reflect any reasonable comments timely provided by Expedia prior to filing and shall timely file (or cause to be filed) such Substantiation;
(iii)    grant (or cause to be granted to) Expedia and its advisors the right to participate in all meetings and discussions with applicable tax authorities related to the Relevant Tax Proceeding;
(iv)    keep Expedia reasonably informed and of the status of the Relevant Tax Proceeding and provide Expedia within seven (7) days following its receipt with copies of all correspondence received in connection with any Relevant Tax Proceeding and all information and documents as reasonably requested by Expedia in writing to evaluate any such correspondence and shall provide Expedia with a reasonable opportunity to comment on any materials to be submitted in connection with such Relevant Tax Proceeding;
(v)    not abandon, withdraw or settle (or cause or permit to be abandoned or withdrawn) any Relevant Tax Proceeding, or take any position inconsistent with the Alternative Tax Treatment in such Relevant Tax Proceeding, without the prior written consent of Expedia.
(b)    The Company and/or HoldCo (as legal successor of the Company), as applicable, may elect in writing, at any time, that Expedia shall direct a Relevant Tax Proceeding in its sole discretion and through counsel of its own choice, who is bound to professional confidentiality, and at its own expense; in such case the Company and/or HoldCo (as legal successor of the Company), as applicable, shall grant (or cause to be granted to) Expedia and its advisors all necessary powers of attorney or other authority to enable Expedia to conduct the Relevant Tax Proceeding. In case Expedia does not appoint a counsel of its own choice within twenty (20) days following the written election of the Company and/or HoldCo (as legal successor of the Company), the Company and/or HoldCo (as legal successor of the Company), as applicable, shall direct such Relevant Tax Proceeding in its sole discretion and shall be entitled to abandon, withdraw or settle (or cause or permit to be abandoned or withdrawn) the Relevant Tax

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