definiens: shall mean : ( i ) Encumbrances for Taxes not yet due and payable or for Taxes that are beingcontested in good faith by appropriate proceedings ; ( ii ) Encumbrances or imperfections of title resulting from or otherwiserelating to any of the contracts referred to in the Company Disclosure Letter, to the extent the Company Disclosure Letterexpressly identifies such Encumbrance or imperfection of title ( or such is obvious on the face of the contract);(iii ) Encumbrances or imperfections of title relating to liabilities expressly reflected in the Company Financial Statements(including any related notes ) ; ( iv ) Encumbrances arising from or otherwise relating to transfer restrictions under the SecuritiesAct and the securities laws of the various states of the United States or foreign jurisdictions ; and ( v ) mechanics ’, materialmen’sand similar statutory liens arising or incurred in the ordinary course of business for amounts not overdue