|TRIVAGO N.V. filed this Form 20-F on 03/06/2018|
3.1 Guarantor. Each of the Guarantor and Parent Guarantor hereby guarantee the proper fulfillment of all payment obligations of Expedia pursuant to this Agreement.
4.1 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns; provided, that no party to this Agreement may directly or indirectly assign any or all of its rights or delegate any of its obligations under this Agreement without the express prior written consent of each other party to this Agreement, except that, upon written notice to the other parties to this Agreement, Expedia (or any of its permitted successors and assigns) may transfer, assign or delegate, in whole or from time to time in part, its rights and obligations under this Agreement to any of its affiliates, subject to the immediately following sentence, provided that, if such affiliate is no longer an affiliate of Expedia, such assignment shall be unwound.
4.2 Arbitration. All disputes between the parties hereto shall be finally settled under the ICC Arbitration Rules. The “Emergency Arbitrator Provisions” of the ICC Arbitration Rules will not apply. The ICC Arbitration Rules in effect on the date a party submits its “Request for Arbitration” (as defined in the ICC Arbitration Rules) will apply to the arbitration. The seat of arbitration and the location of the proceedings will be Amsterdam, The Netherlands, and the proceedings will be conducted in English. The governing law of the arbitration agreement will be the laws of The Netherlands. The arbitral tribunal will consist of three (3) arbitrators. HoldCo or the Company, on the one hand, and Expedia on the other shall each select and appoint one (1) arbitrator within thirty (30) days of initiation of the arbitration, and those arbitrators shall jointly appoint a third arbitrator within thirty (30) days of their selection and appointment. The existence of the arbitration; related testimony and documents exchanged, produced, or created by the parties; and the award or other determination of the arbitral tribunal will be confidential and will not be disclosed to third parties except for (a) the direct and indirect parents of the parties hereto and their direct and indirect subsidiaries, (b) third parties who have a need to know (e.g., legal counsel, accountants, witnesses, experts, etc.), and (c) third parties to whom disclosure is legally required (e.g., governmental authorities, etc.). For all claims not subject to arbitration pursuant to this Section 4.2, the competent courts of Amsterdam shall have exclusive jurisdiction.
4.3 Counterparts. This Agreement may be executed in counterparts (by facsimile or otherwise), each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto.
4.4 Translations. Where a Dutch or German term has been added in parentheses after an English term, only such Dutch or German term (as applicable) shall be decisive for the interpretation of the relevant English term whenever such English term is used in this Agreement.