NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made and other good and valuable consideration, the parties hereto hereby agree as follows:
As used in this Agreement, the following terms shall have the following meanings:
Accenture BV has the meaning set forth in the introductory paragraph.
Accenture Director(s) has the meaning set forth in Section 2(b)(i).
Accenture Group means the Accenture Investors and their Affiliates.
Accenture Investors has the meaning set forth in the introductory paragraph.
Accenture LLP has the meaning set forth in the introductory paragraph.
Action means any claim, charge, demand, action, cause of action, inquiry, audit, suit, arbitration, indictment, litigation, hearing or other proceeding (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private).
Adjusted EBITDA means, for any period, the Consolidated Net Income of the Company for such period, excluding any of the following items and without double-counting (and so that, to the extent any of the following have been expensed, charged or deducted in computing such Consolidated Net Income, they shall be added back and to the extent any items have been recorded to increase such Consolidated Net Income, they shall be deducted): (a) charges for income, corporation, franchise or similar taxes (including any taxes based on profits, capital and/or repatriated funds) and deferred tax (or deducting any credits for income, corporation, franchise or similar taxes (including any taxes based on profits, capital and/or repatriated funds) and deferred tax); (b) charges for interest payable and similar charges, including, without limitation, any charges in respect of the incurrence of debt or with respect to the amortization of capitalized debt issuance costs, factoring costs and the fees paid or payable for guarantees, hedges or letters of credit (or deducting any credits for interest receivable and similar income); (c) charges for depreciation, amortization or impairment of assets; (d) charges for any equity-based or other noncash equity related compensation expense; (e) charges for any non-cash losses or non-cash expenses; (f) any increase in deferred revenue from the prior period, including both current and long-term balances (or deducting any decrease in deferred revenue from the prior period, including both current and long-term balances); (g) non-recurring items including, without limitation, transaction expenses, restructuring costs, facilities relocation costs, acquisition or disposition transaction expenses and fees, and acquisition integration costs and expenses (including any severance costs in connection therewith); and (h) the effects of purchase accounting to the extent they reduce net income (or deducting the effects of purchase accounting to the extent they increase net income), in each case, as determined in accordance with GAAP, to the extent applicable.
Affiliate means, when used with reference to another Person, any Person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such other Person. In addition, Affiliates of an Investor Party shall include all of its partners, officers and employees in their capacities as such.