definiens: means : ( a ) Liens that relate to Taxes, assessments and governmental charges or leviesimposed upon Seller, the Company or any Continuing Subsidiary that are not yet due and payable or, as identified onSection 1.1(a ) of the Disclosure Schedules, that are being contested in good faith through appropriate proceedingsand for which reserves have been established on the Latest Business Financial Statements, provided however, nosuch contest shall result in the divestiture of title to any real property subject to a Real Property Lease, ( b ) Liensimposed by Law, including mechanics ’, carriers ’, workers ’, repairers ’ and similar Liens for obligations not yet dueimposed upon Seller, the Company or any Continuing Subsidiaries arising or incurred in the Ordinary Course ofBusiness, ( c ) Liens that relate to zoning and other land use, and ( d ) any utility company or Governmental Authorityrights, easements or franchises for electricity, water, steam, gas, sanitary sewer, surface water drainage, telephone orother service or the right to use and maintain poles, lines, wires, cables, pipes, boxes and other fixtures and facilitiesin, over, under and upon any of the Sites ; provided, however, that in the case of clauses ( c ) and ( d ), each of theforegoing are matters of public record and none of the foregoing, individually or in the aggregate, materially andadversely affect the continued use of, or value of, the property to which they relate in the conduct of the Businesscurrently conducted thereon, and as to any real property subject to a Real Property Lease, any Lien affecting theinterest of the lessor thereof that do not materially and adversely affect the continued use of, or value of, the propertyto which they relate in the conduct of the Business currently conducted thereon