Common use of Payment of Indebtedness, Taxes, etc Clause in Contracts

Payment of Indebtedness, Taxes, etc. Each of the Borrowers ----------------------------------- shall, and (to the extent of its right to do so) shall cause each Consolidated Entity to, (a) pay its indebtedness and obligations in accordance with its terms except to the extent the failure to do so would not be reasonably likely to have a Material Adverse Effect and (b) pay and discharge or cause to be paid and discharged promptly all taxes, assessments and other charges or levies of Governmental Authorities imposed upon it or upon its income and profits or upon any of its properties before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise, which, if unpaid, might become a Lien upon such properties or any part thereof except to the extent the failure to do so would not be reasonably likely to have a Material Adverse Effect; provided, however, that Hibbett and the other Consolidated -------- ------- Entities shall not be required to pay and discharge or cause to be paid and discharged any such indebtedness, obligation, tax, assessment, charge, levy or claim so long as the validity or amount thereof is being duly contested in good faith by appropriate proceedings and Hibbett and the Consolidated Entities shall maintain adequate reserves for such taxes, indebtedness, obligations, assessments, charges, levies or claims during such proceedings.

Payment of Indebtedness, Taxes, etc. Each of (a) Pay all material indebtedness and obligations, now existing or hereafter arising, as and when due and payable except where (i) the Borrowers ----------------------------------- shallvalidity or amount thereof is being contested in good faith and by appropriate proceedings, which proceedings shall include good faith negotiations, and (to ii) the extent Company or any Subsidiary of the Company has set aside on its right to do so) shall cause each Consolidated Entity to, (a) pay its indebtedness and obligations books adequate reserves with respect thereto in accordance with its terms except to the extent Generally Accepted Accounting Principles, and (iii) the failure to do so would make such payment pending such contest could not reasonably be reasonably likely expected to have a Material Adverse Effect and Effect. (b) pay Pay and discharge or cause to be paid and discharged promptly all taxes, assessments and other government charges or levies of Governmental Authorities imposed upon it or upon its income and profits profits, or upon any of its properties before the same shall become in defaultproperty, real, personal or mixed, or upon any part thereof, as and when due and payable, as well as all lawful claims for labor, materials and supplies or otherwise, otherwise which, if unpaid, might become a Lien lien or charge upon such properties or any part thereof or except to the extent where the failure to do so would make such payment could not reasonably be reasonably likely expected to have a Material Adverse Effect; provided, however, that Hibbett and neither the other Consolidated -------- ------- Entities Company nor any Subsidiary of the Company shall not be required to pay and discharge or cause to be paid and discharged any such indebtedness, obligation, tax, assessment, charge, levy or claim so long as the validity or amount thereof is being duly shall be contested in good faith by appropriate proceedings and Hibbett proceedings, and the Consolidated Entities Company or such Subsidiary, as the case may be, shall maintain have set aside on its books adequate reserves for determined in accordance with Generally Accepted Accounting Principles with respect to any such tax, assessment, charge, levy or claim so contested; further, provided that, subject to the foregoing proviso, the Company and each Subsidiary of the Company will pay or cause to be paid all such taxes, indebtedness, obligations, assessments, charges, levies or claims during such proceedingsupon the commencement of proceedings to foreclose any lien which has attached as security therefor.

Payment of Indebtedness, Taxes, etc. Each of (a) Pay all indebtedness and obligations, now existing or hereafter arising, as and when due and payable, except where (i) the Borrowers ----------------------------------- shallvalidity, amount, or timing thereof is being contested in good faith and by appropriate proceedings, which proceedings shall include good faith negotiations, (ii) the Company or such Guarantor has set aside on its books adequate reserves with respect thereto in accordance with Generally Accepted Accounting Principles, and (to the extent of its right to do soiii) shall cause each Consolidated Entity to, (a) pay its indebtedness and obligations in accordance with its terms except to the extent the failure to do so would make such payment pending such contest could not reasonably be reasonably likely expected to have a Material Adverse Effect Effect; provided that Company and each Guarantor will pay or cause to be paid all such indebtedness and obligations upon the commencement of proceedings to foreclose any lien which has attached as security therefore. (b) pay Pay and discharge or cause to be paid and discharged promptly all taxes, assessments and other government charges or levies of Governmental Authorities imposed upon it or upon its income and profits profits, or upon any of its properties property, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise, otherwise which, if unpaid, might become a Lien lien or charge upon such properties or any part thereof except to the extent the failure to do so would not be reasonably likely to have a Material Adverse Effectthereof; provided, however, that Hibbett and neither the other Consolidated -------- ------- Entities Company nor any Guarantor shall not be required to pay and discharge or cause to be paid and discharged any such indebtedness, obligation, tax, assessment, charge, levy or claim so long as the validity or amount thereof is being duly shall be contested in good faith by appropriate proceedings and Hibbett proceedings, and the Consolidated Entities Company or such Guarantor, as the case may be, shall maintain have set aside on its books adequate reserves for determined in accordance with Generally Accepted Accounting Principles with respect to any such tax, assessment, charge, levy or claim so contested; and further, provided that, subject to the foregoing provisos, the Company and each Guarantor will pay or cause to be paid all such taxes, indebtedness, obligations, assessments, charges, levies or claims during such proceedingsupon the commencement of proceedings to foreclose any lien which has attached as security therefore.

Payment of Indebtedness, Taxes, etc. Each of (a) Pay all Indebtedness and obligations, now existing or hereafter arising, as and when due and payable, except where (i) the validity, amount, or timing thereof is being contested in good faith and by appropriate proceedings, which proceedings shall include good faith negotiations, (ii) the Borrowers ----------------------------------- shallhave set aside on their books adequate reserves with respect thereto in accordance with GAAP, and (to the extent of its right to do soiii) shall cause each Consolidated Entity to, (a) pay its indebtedness and obligations in accordance with its terms except to the extent the failure to do so would make such payment pending such contest could not reasonably be reasonably likely expected to have a Material Adverse Effect and Effect. (b) pay Pay and discharge or cause to be paid and discharged promptly all taxes, assessments and other government charges or levies of Governmental Authorities imposed upon it or upon its income and profits profits, or upon any of its properties property, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise, otherwise which, if unpaid, might become a Lien lien or charge upon such properties or any part thereof except to the extent the failure to do so would not be reasonably likely to have a Material Adverse Effectthereof; provided, however, that Hibbett and the other Consolidated -------- ------- Entities Borrowers shall not be required to pay and discharge or cause to be paid and discharged any such indebtedness, obligation, tax, assessment, charge, levy or claim so long as the validity or amount thereof is being duly shall be contested in good faith by appropriate proceedings and Hibbett (which proceedings may include good faith negotiations), and the Consolidated Entities Borrowers, shall maintain have set aside on their books adequate reserves for determined in accordance with GAAP with respect to any such taxestax, indebtednessassessment, obligationscharge, assessments, charges, levies levy or claims during claim so contested or the failure to make payment pending such proceedingscontest would not reasonably be expected to result in a Material Adverse Effect.

Payment of Indebtedness, Taxes, etc. Each (a) Pay all indebtedness and obligations, now existing or hereafter arising, as and when due and payable, except where (i) the validity, amount, or timing thereof is being contested in good faith and by appropriate proceedings, which proceedings shall include good faith negotiations, (ii) the Company or such Subsidiary of the Borrowers ----------------------------------- shallCompany has set aside on its books adequate reserves with respect thereto in accordance with Generally Accepted Accounting Principles, and (to the extent of its right to do soiii) shall cause each Consolidated Entity to, (a) pay its indebtedness and obligations in accordance with its terms except to the extent the failure to do so would make such payment pending such contest could not reasonably be reasonably likely expected to have a Material Adverse Effect Effect; provided that the Company and each Subsidiary of the Company will pay or cause to be paid all such indebtedness and obligations upon the commencement of proceedings to foreclose any lien which has attached as security therefore or post a bond (with the consent of, and on terms and conditions satisfactory to, the Required Lenders, in their commercially reasonable discretion). (b) pay Pay and discharge or cause to be paid and discharged promptly all taxes, assessments and other government charges or levies of Governmental Authorities imposed upon it or upon its income and profits profits, or upon any of its properties property, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise, otherwise which, if unpaid, might become a Lien lien or charge upon such properties or any part thereof except to the extent the failure to do so would not be reasonably likely to have a Material Adverse Effectthereof; provided, however, that Hibbett and neither the other Consolidated -------- ------- Entities Company nor any Subsidiary of the Company shall not be required to pay and discharge or cause to be paid and discharged any such indebtedness, obligation, tax, assessment, charge, levy or claim so long as the validity or amount thereof is being duly shall be contested in good faith by appropriate proceedings and Hibbett proceedings, and the Consolidated Entities Company or such Subsidiary of the Company, as the case may be, shall maintain have set aside on its books adequate reserves for determined in accordance with Generally Accepted Accounting Principles with respect to any such tax, assessment, charge, levy or claim so contested; and further, provided that, subject to the foregoing provisos, the Company and each Subsidiary of the Company will pay or cause to be paid all such taxes, indebtedness, obligations, assessments, charges, levies or claims during such proceedingsupon the commencement of proceedings to foreclose any lien which has attached as security therefore or post a bond (with the consent of, and on terms and conditions satisfactory to, the Required Lenders, in their commercially reasonable discretion).

Payment of Indebtedness, Taxes, etc. Each of the Borrowers ----------------------------------- shall, and (to the extent of its right to do so) shall cause each Consolidated Entity to, (a) pay its Pay all indebtedness and obligations in accordance with its terms obligations, including, but not limited to, all principal and interest on the Notes, whether now existing or hereafter arising, as and when due and payable except to the extent where the failure to do so would make such payment pending such contest could not reasonably be reasonably likely expected to have a Material Adverse Effect Effect, and (b) pay and discharge or cause to be paid and discharged promptly all taxes, assessments and other government charges or levies of Governmental Authorities imposed upon it or upon its income and profits profits, or upon any of its properties property, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise, otherwise which, if unpaid, might become a Lien or charge upon such properties or any part thereof except to the extent the failure to do so would not be reasonably likely to have a Material Adverse Effectthereof; provided, however, that Hibbett and none of the other Consolidated -------- ------- Entities Co-Borrowers nor any of their Subsidiaries shall not be required to pay and discharge or cause to be paid and discharged any such indebtedness, obligation, tax, assessment, charge, levy or claim so long as (i) the validity or amount thereof is being duly shall be contested in good faith by appropriate proceedings and Hibbett proceedings, and the Consolidated Entities relevant Co-Borrower or Subsidiary, as the case may be, shall maintain have set aside on its books adequate reserves for determined in accordance with GAAP with respect to any such tax, assessment, charge, levy or claim so contested, or (ii) the amount thereof is less than $100,000, in the aggregate, and; further, provided that, subject to the foregoing proviso, each Co-Borrower and each of its Subsidiaries will pay or cause to be paid all such taxes, indebtedness, obligations, assessments, charges, levies or claims during such proceedingsupon the commencement of proceedings to foreclose any lien which has attached as security therefor.

Payment of Indebtedness, Taxes, etc. Each of (a) Pay all indebtedness and obligations, now existing or hereafter arising, as and when due and payable, except where (i) the Borrowers ----------------------------------- shallvalidity, amount, or timing thereof is being contested in good faith and by appropriate proceedings, which proceedings shall include good faith negotiations, (ii) the Company or such Guarantor has set aside on its books adequate reserves with respect thereto in accordance with Generally Accepted Accounting Principles, and (to the extent of its right to do soiii) shall cause each Consolidated Entity to, (a) pay its indebtedness and obligations in accordance with its terms except to the extent the failure to do so would make such payment pending such contest could not reasonably be reasonably likely expected to have a Material Adverse Effect Effect; provided that the Company and each Guarantor will pay or cause to be paid all such indebtedness and obligations upon the commencement of proceedings to foreclose any lien which has attached as security therefore. (b) pay Pay and discharge or cause to be paid and discharged promptly all taxes, assessments and other government charges or levies of Governmental Authorities imposed upon it or upon its income and profits profits, or upon any of its properties property, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise, otherwise which, if unpaid, might become a Lien lien or charge upon such properties or any part thereof except to the extent the failure to do so would not be reasonably likely to have a Material Adverse Effectthereof; provided, however, that Hibbett and neither the other Consolidated -------- ------- Entities Company nor any Guarantor shall not be required to pay and discharge or cause to be paid and discharged any such indebtedness, obligation, tax, assessment, charge, levy or claim so long as the validity or amount thereof is being duly shall be contested in good faith by appropriate proceedings and Hibbett proceedings, and the Consolidated Entities Company or such Guarantor, as the case may be, shall maintain have set aside on its books adequate reserves for determined in accordance with Generally Accepted Accounting Principles with respect to any such tax, assessment, charge, levy or claim so contested; and further, provided that, subject to the foregoing provisos, the Company and each Guarantor will pay or cause to be paid all such taxes, indebtedness, obligations, assessments, charges, levies or claims during such proceedingsupon the commencement of proceedings to foreclose any lien which has attached as security therefore.

Payment of Indebtedness, Taxes, etc. Each of (a) Pay all Indebtedness and obligations, now existing or hereafter arising, as and when due and payable, except where (i) the Borrowers ----------------------------------- shallvalidity, amount, or timing thereof is being contested in good faith and by appropriate proceedings, which proceedings shall include good faith negotiations, (ii) the Borrower has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (to the extent of its right to do soiii) shall cause each Consolidated Entity to, (a) pay its indebtedness and obligations in accordance with its terms except to the extent the failure to do so would make such payment pending such contest could not reasonably be reasonably likely expected to have a Material Adverse Effect and Effect. (b) pay Pay and discharge or cause to be paid and discharged promptly all taxes, assessments and other government charges or levies of Governmental Authorities imposed upon it or upon its income and profits profits, or upon any of its properties property, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise, otherwise which, if unpaid, might become a Lien lien or charge upon such properties or any part thereof except to the extent the failure to do so would not be reasonably likely to have a Material Adverse Effectthereof; provided, however, that Hibbett and the other Consolidated -------- ------- Entities Borrower shall not be required to pay and discharge or cause to be paid and discharged any such indebtedness, obligation, tax, assessment, charge, levy or claim so long as the validity or amount thereof is being duly shall be contested in good faith by appropriate proceedings and Hibbett (which proceedings may include good faith negotiations), and the Consolidated Entities Borrower, shall maintain have set aside on its books adequate reserves for determined in accordance with GAAP with respect to any such taxestax, indebtednessassessment, obligationscharge, assessments, charges, levies levy or claims during claim so contested or the failure to make payment pending such proceedingscontest would not reasonably be expected to result in a Material Adverse Effect.

Payment of Indebtedness, Taxes, etc. Each of (a) Pay all indebtedness and obligations, now existing or hereafter arising, as and when due and payable, except where (i) the Borrowers ----------------------------------- shallvalidity, amount, or timing thereof is being contested in good faith and by appropriate proceedings, which proceedings shall include good faith negotiations, (ii) the Company or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with Generally Accepted Accounting Principles, and (to the extent of its right to do soiii) shall cause each Consolidated Entity to, (a) pay its indebtedness and obligations in accordance with its terms except to the extent the failure to do so would make such payment pending such contest could not reasonably be reasonably likely expected to have a Material Adverse Effect Effect; provided that the Company and each of its Subsidiaries will pay or cause to be paid all such indebtedness and obligations upon the commencement of proceedings to foreclose any lien which has attached as security therefore or, in the alternative, file a bond or other undertaking sufficient to discharge such lien (with the prior written consent of, and on terms and conditions satisfactory to, the Bank). (b) pay Pay and discharge or cause to be paid and discharged promptly all taxes, assessments and other government charges or levies of Governmental Authorities imposed upon it or upon its income and profits profits, or upon any of its properties property, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise, otherwise which, if unpaid, might become a Lien lien or charge upon such properties or any part thereof except to the extent the failure to do so would not be reasonably likely to have a Material Adverse Effectthereof; provided, however, that Hibbett and neither the other Consolidated -------- ------- Entities Company nor any of its Subsidiaries shall not be required to pay and discharge or cause to be paid and discharged any such indebtedness, obligation, tax, assessment, charge, levy or claim so long as the validity or amount thereof is being duly shall be contested in good faith by appropriate proceedings and Hibbett proceedings, and the Consolidated Entities Company or such Subsidiary, as the case may be, shall maintain have set aside on its books adequate reserves for determined in accordance with Generally Accepted Accounting Principles with respect to any such tax, assessment, charge, levy or claim so contested; and further, provided that, subject to the foregoing provisos, the Company and each of its Subsidiaries will pay or cause to be paid all such taxes, indebtedness, obligations, assessments, charges, levies or claims during upon the commencement of proceedings to foreclose any lien which has attached as security therefore or, in the alternative, file a bond or other undertaking sufficient to discharge such proceedingslien (with the prior written consent of, and on terms and conditions satisfactory to, the Bank).

Payment of Indebtedness, Taxes, etc. (a) Each Borrower will pay all of their Indebtedness and obligations, now existing or hereafter arising as and when due and payable, except where (i) the Borrowers ----------------------------------- shallvalidity, amount, or timing thereof is being contested in good faith and by appropriate proceedings, which proceedings shall include good faith negotiations, (ii) the Borrower has set aside on its books adequate reserves with respect thereto in accordance with Generally Accepted Accounting Principles, and (to the extent of its right to do soiii) shall cause each Consolidated Entity to, (a) pay its indebtedness and obligations in accordance with its terms except to the extent the failure to do so would make such payment pending such contest could not reasonably be reasonably likely expected to have a Material Adverse Effect Effect; provided that the Borrower will pay or cause to be paid all such indebtedness and obligations upon the commencement of proceedings to foreclose any lien which has attached as security therefore or, in the alternative, file a bond or other undertaking sufficient to discharge such lien (with the prior written consent of, and on terms and conditions satisfactory to, the Bank). (b) Each Borrower will pay and discharge or cause to be paid and discharged promptly all taxes, assessments and other government charges or levies of Governmental Authorities imposed upon it or upon its income and profits profits, or upon any of its properties property, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise, otherwise which, if unpaid, might become a Lien lien or charge upon such properties or any part thereof except to the extent the failure to do so would not be reasonably likely to have a Material Adverse Effectthereof; provided, however, that Hibbett and the other Consolidated -------- ------- Entities a Borrower shall not be required to pay and discharge or cause to be paid and discharged any such indebtedness, obligation, tax, assessment, charge, levy or claim so long as the validity or amount thereof is being duly shall be contested in good faith by appropriate proceedings proceedings, and Hibbett and the Consolidated Entities Borrower shall maintain have set aside on its books adequate reserves for determined in accordance with Generally Accepted Accounting Principles with respect to any such tax, assessment, charge, levy or claim so contested; and further, provided that, subject to the foregoing provisos, each Borrower will pay or cause to be paid all such taxes, indebtedness, obligations, assessments, charges, levies or claims during upon the commencement of proceedings to foreclose any lien which has attached as security therefore or, in the alternative, file a bond or other undertaking sufficient to discharge such proceedingslien (with the prior written consent of, and on terms and conditions satisfactory to, the Bank).

Payment of Indebtedness, Taxes, etc. Each of (a) Pay all Indebtedness and obligations, now existing or hereafter arising, as and when due and payable, except where (i) the Borrowers ----------------------------------- shallvalidity, amount, or timing thereof is being contested in good faith and by appropriate proceedings, which proceedings shall include good faith negotiations, (ii) the Borrower has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (to the extent of its right to do soiii) shall cause each Consolidated Entity to, (a) pay its indebtedness and obligations in accordance with its terms except to the extent the failure to do so would make such payment pending such contest could not reasonably be reasonably likely expected to have a Material Adverse Effect and material adverse effect. (b) pay Pay and discharge or cause to be paid and discharged promptly all taxes, assessments and other government charges or levies of Governmental Authorities imposed upon it or upon its income and profits profits, or upon any of its properties property, real, personal or mixed, or upon any part thereof, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise, otherwise which, if unpaid, might become a Lien lien or charge upon such properties or any part thereof except to the extent the failure to do so would not be reasonably likely to have a Material Adverse Effectthereof; provided, however, that Hibbett and the other Consolidated -------- ------- Entities Borrower shall not be required to pay and discharge or cause to be paid and discharged any such indebtedness, obligation, tax, assessment, charge, levy or claim so long as the validity or amount thereof is being duly shall be contested in good faith by appropriate proceedings and Hibbett proceedings, and the Consolidated Entities Borrower, shall maintain have set aside on its books adequate reserves for determined in accordance with GAAP with respect to any such taxestax, indebtednessassessment, obligationscharge, assessments, charges, levies levy or claims during such proceedingsclaim so contested.