definiens: shall mean the following Liens : ( a ) Liens to the extent specifically reflected or reserved against in the FinancialStatements ; ( b ) Liens for Taxes, assessments or other governmental charges or levies that are not yet due or payable, that are beingcontested by appropriate proceedings in good faith and that are not material in amount or effect on the Business, or that may thereafter bepaid without penalty ; ( c ) statutory Liens of landlords, lessors or renters for amounts not yet due or payable or that are being contested ingood faith and that are not material in amount or effect on the Business ; ( d ) Liens of carriers, warehousemen, mechanics, materialmen, workmen, repairmen and other Liens imposed by applicable Law, in each case, arising or incurred in the ordinary course of business, andthat are not material in amount or effect on the Business ; ( e ) Liens incurred or deposits made in the ordinary course of business inconnection with workers ’ compensation, unemployment insurance or other types of social security and that are not material in amount oreffect to the Business ; ( f ) licenses ( including sublicenses ) or covenants not to sue with respect to any Intellectual Property entered into inthe ordinary course of business and that do not adversely affect the use of such Intellectual Property by the Business or are otherwise deminimis in amount or effect to the Business ; ( g ) Liens approved or granted to any Person by Purchaser or any of its Affiliates at or after theClosing or that otherwise arise out of or result from any action, or the failure to take any action required by this Agreement, by Purchaser orany of its Affiliates ; and ( h ) any other Liens that do not adversely affect the use or value of any Transferred Assets or are otherwise deminimis in amount or effect