definiens: shall mean ( i ) any Lien for Taxes not yet due, being contested in good faith by appropriate proceedingsor for which adequate accruals or reserves have been established, ( ii ) Liens securing indebtedness or liabilities that arereflected in the Company ’s consolidated balance sheet as of December 31, 2007 included in the Form 10 - K ( or the notesthereto ), ( iii ) such non - monetary Liens or other imperfections of title, if any, that, do not have, and would not reasonably beexpected to materially impact the value of, or materially adversely affect the continued used of, the Owned Real Property, including, without limitation, ( A ) easements or claims of easements whether shown or not shown by the public records, boundary line disputes, overlaps, encroachments and any matters not of record which would be disclosed by an accuratesurvey or a personal inspection of the property, ( B ) rights of parties in possession without options to purchase or rights of firstrefusal, ( C ) any supplemental Taxes or assessments not shown by the public records a Lien not yet due and payable and(D ) title to any portion of the premises lying within the right of way or boundary of any public road or private road, ( iv ) Liensimposed or promulgated by Laws with respect to real property and improvements, including zoning regulations, ( v ) Liensdisclosed on existing title reports or existing surveys ( in either case copies of which title reports and surveys have beendelivered or made available to Buyer ) and ( vi ) mechanics ’, carriers ’, landlords ’, workmen ’s, repairmen ’s and similar Liens, incurred in the ordinary course of business not yet due and payable