definiens: shall mean : 16 < Page > ( a ) Encumbrances identified on Schedule 1.1(i ) or specifically identified on the DPC Financial Statements ( including in the notes thereto ) ; ( b ) all Encumbrances approved in writing by Buyer ; ( c ) easements, rights - of - way, servitudes, permits, licenses, surface leases and other rights ; conditions, covenants or other restrictions ; and easements for streets, alleys, highways, telephone lines, power lines and railways, and all matters of record ( other than liens securing indebtedness for borrowed money ), over or in respect of any Real Property, which in the case of each of the foregoing does not and will not interfere in any material respect with the operation or use of any of the affected Real Property as the Transferred Business is currently conducted ; ( d ) Encumbrances for Taxes, assessments, or other governmental charges not yet due or payable or that may be subsequently paid without penalty or that are being contested in good faith by appropriate proceedings ; ( e ) any materialman 's, mechanics ', repairman 's, employees ', contractors ', operators ', landlord 's or other similar liens arising in the ordinary course of business ; ( f ) all Encumbrances, Contracts, agreements, instruments, obligations, defects and irregularities affecting or encumbering the Assets that individually or in the aggregate are not such as to materially and adversely ( i ) impair the marketability or market value of any material Asset not constituting Real Property in the Transferred Business as currently conducted or ( ii ) interfere with the operation or use of any material Asset in the Transferred Business as currently conducted ; and ( g ) liens that have been placed by any developer, landlord or other third party on property over which any Transferred Business Company has easement rights or on any Leased Real Property and subordination or similar agreements relating thereto