Contributor Guarantees Sample Clauses
The Contributor Guarantees clause requires contributors to affirm that their submissions are original, do not infringe on third-party rights, and comply with any applicable laws or policies. In practice, this means contributors must ensure that any code, content, or materials they provide are their own work or properly licensed, and that they have the authority to grant the necessary rights to the recipient. This clause serves to protect the recipient from legal disputes or claims arising from unauthorized or infringing contributions, thereby allocating risk and ensuring the integrity of the project.
Contributor Guarantees. (a) From and after Closing, Contributor shall maintain, or cause to be maintained, the guarantees of Contributor and/or its Affiliates (other than the Subject Entities) in favor of the Subject Entities and/or their respective properties or assets, as set forth on Schedule 7.7 (collectively, the “Contributor Guarantees”).
(b) For such period as Contributor or any of its Affiliates remains a guarantor under any Contributor Guarantee after the Closing, (i) Acquiror shall, or shall cause the applicable Subject Entity to, indemnify, defend, and hold harmless Contributor and its Affiliates from and against any Loss suffered by Contributor or any of its Affiliates that results from and, arises out of, or relates to any such Contributor Guarantee, (ii) Acquiror Parties shall not cause such Subject Entity, without the written consent of Contributor, to enter into (A) any expansion, renewal or extension of the underlying Contract that is subject to the Contributor Guarantee unless such Subject Entity shall first obtain a release of such Contributor Guarantee or (B) any other amendment or modification of the underlying Contract that is subject to the Contributor Guarantee in a way which would affect the related Contributor Guarantee in any way without the prior written consent of Contributor and (iii) Contributor shall not, without the written consent of Acquiror, enter into any amendment, expansion, modification, renewal or extension of any such Contributor Guarantee.