Common use of Acknowledgments by Transferor and Accenture Ltd Clause in Contracts

Acknowledgments by Transferor and Accenture Ltd. The Transferor and Accenture SCA acknowledge and agree that: (i) notwithstanding anything to the contrary contained herein (including, without limitation, the definition of "beneficial owner" in Section 1.1(e) hereof), the Transferred Shares shall be deemed to continue to be the Transferor's "Partner Matters Interests" (as defined in the Partner Matters Agreement) for purposes of the Partner Matters Agreement at all times until the Proxy Termination Date (as defined in Section 4.1(c) below); (ii) the respective number of Transferred Shares indicated for a Base Restriction Date (in accordance with Section 3.1(b) below) shall, for purposes of the Transfer Rights Agreement, be applied against the cumulative maximum number of Covered Shares which may be Transferred as of such date by the Transferor in accordance with the transfer restrictions imposed by the Transfer Rights Agreement, but shall not be charged against the cumulative maximum number of Covered Shares which may be transferred prior to such date; and (iii) each Transferor remains subject to the requirement under the Transfer Rights Agreement of retaining at least 25% of the Covered Shares owned by such Partner as of the IPO Date until the later of July 24, 2009 (the eighth anniversary of the IPO Date) or the date that such Transferor ceases to be an employee of the Company.

Acknowledgments by Transferor and Accenture Ltd. The Transferor and Accenture SCA acknowledge and agree that: (i) notwithstanding anything to the contrary contained herein (including, without limitation, the definition of "“beneficial owner" ” in Section 1.1(e) hereof), the Transferred Shares shall be deemed to continue to be the Transferor's "’s “Partner Matters Interests" ” (as defined in the Partner Matters Agreement) for purposes of the Partner Matters Agreement at all times until the Proxy Termination Date (as defined in Section 4.1(c) below); (ii) the respective number of Transferred Shares indicated for a Base Restriction Date (in accordance with Section 3.1(b) below) shall, for purposes of Article 8 of the Transfer Rights AgreementArticles, be applied against the cumulative maximum number of Covered Shares which may be Transferred as of such date by the Transferor in accordance with the transfer restrictions imposed by the Transfer Rights AgreementArticles, but shall not be charged against the cumulative maximum number of Covered Shares which may be transferred prior to such date; and (iii) each Transferor remains subject to the requirement under the Transfer Rights Agreement Articles of retaining at least 25% of the Covered Shares owned by such Partner as of the IPO Date until the later of July 24, 2009 (the eighth anniversary of the IPO Date) or the date that such Transferor ceases to be an employee of the Company.

Acknowledgments by Transferor and Accenture Ltd. The Transferor and Accenture SCA Ltd acknowledge and agree that: (i) notwithstanding anything to the contrary contained herein (including, without limitation, the definition of "“beneficial owner" ” in Section 1.1(e1.1(c) hereof), the Transferred Shares shall be deemed to continue to be the Transferor's "’s “Partner Matters Interests" ” (as defined in the Partner Matters Agreement) for purposes of the Partner Matters Agreement at all times until the Proxy Termination Date (as defined in Section 4.1(c) below); (ii) the respective number of Transferred Shares indicated for a Base Restriction Date (in accordance with Section 3.1(b) below) shall, for purposes of the Transfer Rights AgreementBye-law 43.2, be applied against the cumulative maximum number of Covered Shares which may be Transferred as of such date by the Transferor in accordance with the transfer restrictions imposed by the Transfer Rights AgreementBye-laws, but shall not be charged against the cumulative maximum number of Covered Shares which may be transferred prior to such date; and (iii) each Transferor remains subject to the requirement under the Transfer Rights Agreement Bye-laws of retaining at least 25% of the Covered Shares owned by such Partner as of the IPO Date until the later of July 24, 2009 (the eighth anniversary of the IPO Date) or the date that such Transferor ceases to be an employee of the Company.

Acknowledgments by Transferor and Accenture Ltd. The Transferor and Accenture SCA Ltd acknowledge and agree that: (i) notwithstanding anything to the contrary contained herein (including, without limitation, the definition of "beneficial owner" in Section 1.1(e1.1(d) hereof), the Transferred Shares shall be deemed to continue to be the Transferor's "Partner Matters Interests" (as defined in the Partner Matters Agreement) for purposes of the Partner Matters Agreement at all times until the Proxy Termination Date (as defined in Section 4.1(c) below); (ii) the respective number of Transferred Shares indicated for a Base Restriction Date (in accordance with Section 3.1(b) below) shall, for purposes of the Transfer Rights Voting Agreement, be applied against the cumulative maximum number of Covered Shares which may be Transferred as of such date by the Transferor in accordance with the transfer restrictions imposed by the Transfer Rights Voting Agreement, but shall not be charged against the cumulative maximum number of Covered Shares which may be transferred prior to such date; and (iii) each Transferor remains subject to the requirement under the Transfer Rights Voting Agreement of retaining at least 25% of the Covered Shares owned by such Partner as of the IPO Date until the later of July 24, 2009 (the eighth anniversary of the IPO Date) or the date that such Transferor ceases to be an employee of the Company.