Common use of Guaranty of Parent Clause in Contracts

Guaranty of Parent. The Parent hereby unconditionally guaranties ------------------ to the Agent and the Lenders the prompt payment and performance of (a) all liabilities and obligations and Indebtedness, direct or indirect, matured or unmatured, primary or secondary, certain or contingent, of the Borrowers and the Brookstone Subsidiaries (including without limitation, costs and expenses incurred by the Agent and the Lenders in attempting to collect or enforce any of the foregoing), accrued in each case to the date of payment, and (b) the performance of all other agreements, covenants and conditions of the Borrowers and the Brookstone Subsidiaries with respect thereto set forth in this Agreement and all other Lender Agreements. The responsibilities and obligations of the Borrowers and the Brookstone Subsidiaries to the Agent and the Lenders described in the preceding sentence are hereinafter referred to collectively as the "Guaranteed Obligations." The guaranty pursuant to this Section 2.21 is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by the Borrowers and the Brookstone Subsidiaries of the Guaranteed Obligations and not of collectability of the Guaranteed Obligations, and is in no way conditioned upon any requirement that the Agent or the Lenders first attempt to collect any of the Guaranteed Obligations from the Borrowers and the Brookstone Subsidiaries or resort to any security or other means of obtaining payment of any of the Guaranteed Obligations which the Agent or the Lenders now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any default by the Borrowers or the Brookstone Subsidiaries in the full and punctual payment and performance of the Guaranteed Obligations, the liabilities and obligations of the Parent hereunder shall, at the option of the Agent, become forthwith due and payable to the Agent and the Lenders without demand or notice of any nature, all of which are expressly waived by the Parent. Payments by the Parent under this Section 2.21 may be required by the Agent or the Lenders on any number of occasions. The Parent waives presentment, demand, protest, notice of acceptance, notice of Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Borrowers and the Brookstone Subsidiaries, and all suretyship defenses generally. Without limiting the generality of the foregoing, the Parent agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Guaranteed Obligations and agrees that the obligations of the Parent hereunder shall not be released or discharged, in whole or in part, or otherwise affected by any rescissions, waivers, amendments or modifications of any of the terms or provisions of any agreement evidencing securing or otherwise executed in connection with any Guaranteed Obligation. Until the payment and performance in full of all Guaranteed Obligations and any and all obligations of the Borrowers and the Brookstone Subsidiaries to any affiliate of the Agent or the Lenders, the Parent shall not exercise any rights against the Borrowers and the Brookstone Subsidiaries arising as a result of payment by the Parent hereunder, by way of subrogation or otherwise. The payment of any amounts due with respect to any indebtedness of the Borrowers and the Brookstone Subsidiaries now or hereafter held by the Parent is hereby subordinated to the prior payment in full of the Guaranteed Obligations.

Guaranty of Parent. (a) The Parent hereby irrevocably, absolutely and unconditionally guaranties ------------------ guarantees to the Agent Sellers the prompt, complete and full performance, when due, of all of the Buyer’s covenants and obligations under this Agreement and the Lenders Ancillary Agreements, including the prompt payment Buyer’s obligation to make and performance deliver the Purchase Price and the Closing Adjustment Amount, if any, to the Sellers and the Buyer’s indemnification obligations in accordance with Article VIII, when the same shall become due and payable in accordance with the terms of (a) this Agreement. This guaranty shall be a continuing guaranty and shall remain in full force and effect until, and Parent’s Liability under this guaranty shall terminate upon, the termination of all liabilities of the Buyer’s covenants and obligations pursuant to, and Indebtednessin accordance with, direct this Agreement. The Parent acknowledges that its obligations under this Section shall not be released or indirectdischarged in whole or in part by the insolvency, matured bankruptcy, liquidation, termination, dissolution, merger, consolidation or unmatured, primary or secondary, certain or contingent, other business combination of the Borrowers and the Brookstone Subsidiaries (including without limitation, costs and expenses incurred by the Agent and the Lenders Buyer. The guaranty contemplated in attempting this Section 6.16 shall apply to collect or enforce any obligation of the foregoing)Buyer hereunder, accrued in each case regardless of whether the Parent is specifically cited herein as being a party to the date of payment, such obligation. The Parent shall be liable as principal debtor and (b) not solely as surety with respect to the performance of all other agreements, covenants and conditions of the Borrowers and the Brookstone Subsidiaries with respect thereto set forth in this Agreement and all other Lender Agreementsobligations guaranteed hereunder. The responsibilities and obligations of Sellers shall not be bound to exhaust their recourse against the Borrowers and the Brookstone Subsidiaries Buyer or any other Person before being entitled to the Agent and the Lenders described in the preceding sentence are hereinafter referred to collectively as the "Guaranteed Obligations." The guaranty pursuant to this Section 2.21 is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by the Borrowers and the Brookstone Subsidiaries of the Guaranteed Obligations and not of collectability of the Guaranteed Obligations, and is in no way conditioned upon any requirement that the Agent or the Lenders first attempt to collect any of the Guaranteed Obligations from the Borrowers and the Brookstone Subsidiaries or resort to any security or other means of obtaining payment of any of recourse under the Guaranteed Obligations which the Agent or the Lenders now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any default by the Borrowers or the Brookstone Subsidiaries in the full and punctual payment and performance of the Guaranteed Obligations, the liabilities and obligations of the Parent hereunder shall, at the option of the Agent, become forthwith due and payable to the Agent and the Lenders without demand or notice of any nature, all of which are expressly waived by the Parent. Payments guarantee provided by the Parent under this Section 2.21 may be required by the Agent or the Lenders on any number of occasions. The Parent waives presentment, demand, protest, notice of acceptance, notice of Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Borrowers and the Brookstone Subsidiaries, and all suretyship defenses generallyherein. Without limiting the generality of the foregoing, the Parent agrees shall promptly after Closing take all actions required of it, and cause its Affiliates to take all such actions required of them, to give effect to the provisions terms of any instrument evidencingthe Mutual Release, securing including the actions required in Section 3.1(e) thereof. (b) The Parent represents and warrants to the Sellers as of the date hereof and as of the Closing Date: (i) it is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder, (ii) the execution, delivery and performance by the Parent of this Agreement and the Ancillary Agreements to which it is a party has been duly and validly authorized by the Buyer and the Parent and no additional corporate, shareholder or otherwise executed other similar authorization or consent is required in connection with any Guaranteed Obligations the execution, delivery and agrees that performance by the obligations Parent of this Agreement, and (iii) this Agreement and the Ancillary Agreements to which it is a party, when executed and delivered by the Company and the Sellers, will constitute a valid and legally binding obligation of the Parent hereunder shall not enforceable against it in accordance with its terms, except insofar as (A) enforcement may be released or dischargedlimited by applicable bankruptcy, in whole or in partinsolvency, or otherwise affected reorganization, moratorium and other applicable Laws affecting creditors’ rights generally and (B) the availability of equitable remedies such as specific performance and injunction may be limited by any rescissions, waivers, amendments or modifications of any of the terms or provisions of any agreement evidencing securing or otherwise executed in connection with any Guaranteed Obligation. Until the payment and performance in full of all Guaranteed Obligations and any and all obligations of the Borrowers applicable Law and the Brookstone Subsidiaries to any affiliate of discretion that a court may exercise in granting the Agent or the Lenders, the Parent shall not exercise any rights against the Borrowers and the Brookstone Subsidiaries arising as a result of payment by the Parent hereunder, by way of subrogation or otherwise. The payment of any amounts due with respect to any indebtedness of the Borrowers and the Brookstone Subsidiaries now or hereafter held by the Parent is hereby subordinated to the prior payment in full of the Guaranteed Obligationssame.

Guaranty of Parent. The Parent hereby unconditionally guaranties ------------------ to the Agent and the Lenders the prompt payment and performance of (a) all liabilities and obligations and Indebtedness, direct or indirect, matured or unmatured, primary or secondary, certain or contingent, of the Borrowers and the Brookstone Subsidiaries (including without limitation, costs and expenses incurred by the Agent and the Lenders in attempting to collect or enforce any of the foregoing), accrued in each case to the date of payment, and (b) the performance of all other agreements, covenants and conditions of the Borrowers and the Brookstone Subsidiaries with respect thereto set forth in this Agreement and all other Lender Agreements. The responsibilities and obligations of the Borrowers and the Brookstone Subsidiaries to the Agent and the Lenders described in the preceding sentence are hereinafter referred to collectively as the "Guaranteed Obligations." The guaranty pursuant to this Section 2.21 is an absolute, unconditional and continuing guaranty of the full and punctual payment and performance by the Borrowers and the Brookstone Subsidiaries of the Guaranteed Obligations and not of collectability of the Guaranteed Obligations, and is in no way conditioned upon any requirement that the Agent or the Lenders first attempt to collect any of the Guaranteed Obligations from the Borrowers and the Brookstone Subsidiaries or resort to any security or other means of obtaining payment of any of the Guaranteed Obligations which the Agent or the Lenders now has or may acquire after the date hereof, or upon any other contingency whatsoever. Upon any default by the Borrowers or the Brookstone Subsidiaries in the full and punctual payment and performance of the Guaranteed Obligations, the liabilities and obligations of the Parent hereunder shall, at the option of the Agent, become forthwith due and payable to the Agent, for the ratable benefit of the Agent and the Lenders Lenders, without demand or notice of any nature, all of which are expressly waived by the Parent. Payments by the Parent under this Section 2.21 may be required by the Agent or the Lenders on any number of occasions. The Parent waives presentment, demand, protest, notice of acceptance, notice of Guaranteed Obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling marshaling of assets of the Borrowers and the Brookstone Subsidiaries, and all suretyship defenses generally. Without limiting the generality of the foregoing, the Parent agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Guaranteed Obligations and agrees that the obligations of the Parent hereunder shall not be released or discharged, in whole or in part, or otherwise affected by any rescissions, waivers, amendments or modifications of any of the terms or provisions of any agreement evidencing securing or otherwise executed in connection with any Guaranteed Obligation. Until the payment and performance in full of all Guaranteed Obligations and any and all obligations of the Borrowers and the Brookstone Subsidiaries to any affiliate of the Agent or the Lenders, the Parent shall not exercise any rights against the Borrowers and the Brookstone Subsidiaries arising as a result of payment by the Parent hereunder, by way of subrogation or otherwise. The payment of any amounts due with respect to any indebtedness of the Borrowers and the Brookstone Subsidiaries now or hereafter held by the Parent is hereby subordinated to the prior payment in full of the Guaranteed Obligations.