
Date: 14 July 2009
JOINT AND SEVERAL LIABILITY
24.1 TIM and SMARTMATIC bind themselves jointly and severally for all the obligations and all liabilities that might arise out of this Contract, and so the PROVIDER, TIM and SMARTMATIC commit to be solidarily liable individually or in combination for the entire obligation.
The stockholders of the PROVIDER shall not, for the duration of the Project and until December 31, 2010, transfer their shares of stock in the PROVIDER to any third party without the express written consent of COMELEC, which consent shall not be unreasonably withheld.
TIM and SMARTMATIC guarantee to COMELEC that they shall not, for the duration of the Project and until December 31, 2010, transfer or issue shares or interests in their respective companies to any political party or candidate in the Philippines. Any transfer referred to in this paragraph shall be immediately disclosed to COMELEC.
IN WITNESS HEREOF, the parties, acting through their duly authorized representatives hereby sign this Contract this 10th day of July 2009 in the City of Manila, Philippines.
| COMMISSION ON ELECTIONS | SMARTMATIC TIM CORPORATION |
| By: | By: |
| Sgd. JOSE A. R. Melo | Sgd. JUAN C. VILLA, Jr. |
| Chairman | Chairman of the Board |
| With our approval and conformity | With our approval and conformity |
| SMARTMATIC INTERNATIONAL CORPORATION | TOTAL INFORMATION MANAGEMENT CORPORATION |
| By: | By: |
| Sgd. ARMANDO R. YANES | Sgd. SALVADOR P. AQUE |
| Chief Financial Officer | Senior Vice President |
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Article 23 | Table of Contents | ||
| Updated:09.29.09 SMBR |

