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SEC Filings

20-F
TRIVAGO N.V. filed this Form 20-F on 03/06/2018
Entire Document
 


Proceeding in its discretion; if the Company and/or HoldCo (as legal successor of the Company), as applicable, in its sole discretion decides to continue such Relevant Tax Proceeding all costs in connection with the conduct of such Relevant Tax Proceeding as from that point in time are to be borne by the Company and HoldCo, as applicable.
(c)    Except as otherwise provided in Section 2.3(b) of this Agreement, Expedia shall reimburse the Company and/or HoldCo (as legal successor of the Company), as applicable, for all court fees, administrative fees (if any) and reasonable advisor expenses and costs in connection with the conduct of the Relevant Tax Proceeding.
2.4    Cooperation. With respect to the cooperation in tax matters other than the filing of Tax Returns (that is governed by Section 2.2 of this Agreement) and Tax Proceedings (that are governed by Section 2.3 of this Agreement) the Company, HoldCo (as legal successor of the Company) and Expedia agree to the following:
(a)    The Company and/or HoldCo (as legal successor of the Company) must not abandon the Alternative Tax Treatment, or take any position inconsistent with the Alternative Tax Treatment, in any statement to the tax authorities (including in connection with a tax field audit), unless a final, binding and unchangeable tax assessment notice issued to the Company and/or HoldCo (as legal successor of the Company) confirms that the Cost Assumption constitutes Consideration or Expedia has given its consent to such statement.
(b)    The Company and/or HoldCo (as legal successor of the Company) shall provide Expedia within seven (7) days following its receipt with copies of all material correspondence (including, without limitation, assessment notices, objection notices, tax field audit inquiries) received from the tax authorities in connection with the Alternative Tax Treatment and/or Cost Assumption (other than correspondence received in connection with any Relevant Tax Proceeding), including but not limited to correspondence received in the course of any audit, 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 written statements to be submitted in connection with the Alternative Tax Treatment and/or the Cost Assumption to the tax authorities, including but not limited to written statements to be submitted in the course of any audit.
(c)    If the Alternative Tax Treatment and/or the Cost Assumption is to be reasonably expected to become subject of any meeting with a tax auditor in the course of any audit of the Company or HoldCo (as legal successor of the Company), the Company or HoldCo (as legal successor of the Company), as applicable, shall grant (or cause to be granted to) Expedia and its advisors the right to participate in such meeting. The Company and/or HoldCo (as legal successor of the Company) shall not abandon, withdraw or settle (or cause or permit to be abandoned or withdrawn) any tax field audit without the prior written consent of Expedia if such tax field audit relates to the Alternative Tax Treatment and/or the Cost Assumption.
ARTICLE III
GUARANTORS

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