definiens: means ( i ) Encumbrances for Taxes or other governmental charges, assessments or levies that are not yet due and payable or being contested in good faith by appropriate proceedings, and which have been adequately reserved under GAAP or IFRS, as applicable to Parent or the Company, respectively, ( ii ) statutory landlord ’s, mechanic ’s, carrier ’s, workmen ’s, repairmen ’s or other similar Encumbrancesarising or incurred in the Ordinary Course of Business, the existence of which does not, and would not reasonably beexpected to, materially impair the marketability, value or use and enjoyment of the asset subject to suchEncumbrances, and ( iii ) Encumbrances and other conditions, easements and reservations of rights, including rightsof way, for sewers, electric lines, telegraph and telephone lines and other similar purposes, and affecting the fee titleto any real property leased by the Company and being transferred to Parent or Merger Sub at Closing which are ofrecord as of the date of this Agreement and the existence of which does not, and would not reasonably be expectedto, materially impair use and enjoyment of such real property, and ( iv ) with respect to Leased Real Property only, Encumbrances ( including Indebtedness ) encumbering the fee title interested in any Leased Real Property which arenot attributable to the Company