definiens: means, each of the following as are immaterial, individually or in the aggregate, inamount and would not impair the ownership or use of the Transferred Assets : ( a ) liens for current Taxes not yet due andpayable or that are being contested in good faith by appropriate proceedings ; ( b ) deposits or pledges made in connection with, or to secure payment of, workers ’ compensation, unemployment insurance or similar programs mandated by applicable Lawor governmental regulations ; ( c ) statutory or common Law liens in favor of carriers, warehousemen, mechanics andmaterialmen, to secure claims for labor, materials or supplies, and other like liens ; ( d ) the terms and conditions of ( i ) theInbound Licenses and Outbound Licenses, ( ii ) licenses for off - the - shelf software or generally available software, ( iii ) nondisclosure agreements, and ( iv ) materials transfer agreements on customary terms ; ( e ) liens in favor of customs and revenueauthorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods ; and(f ) liens and encumbrances arising under the Assigned Contracts