definiens: means ( i ) any restriction on transfer arising under applicable securities law, ( ii ) Liens for Taxes, assessment and other governmental charges not yet delinquent or for Taxes that the taxpayer is contesting in good faith throughappropriate Proceedings and for which appropriate reserves have been established in accordance with GAAP, ( iii ) mechanics Liensand similar Liens for labor, materials, or supplies, ( iv ) zoning, building codes, and other land use laws regulating the use oroccupancy of Leased Real Property or the activities conducted thereon that are imposed by any Governmental Entity havingjurisdiction over such Leased Real Property, ( v ) easements, servitudes, covenants, conditions, restrictions, and other similar mattersaﬀecting title to any assets of the Company or any of its Subsidiaries and other title defects that do not or would not materially impairthe use or occupancy of such assets in the operation of the business of the Company and its Subsidiaries taken as a whole, ( vi)Liens that will be terminated at or prior to Closing, ( vii ) Liens solely resulting from any facts or circumstances relating to Buyer or itsAﬃliates, ( viii ) any minor imperfection of title or recorded easements, covenants, conditions or other restrictions ( including rights ofway, zoning and setback requirements ) that individually or in the aggregate with all other such items would not reasonably beexpected to result in a material reduction in the value of, or interfere in any material respect with the use or operation of, the assets ofthe Company and its Subsidiaries affected by such items and ( ix ) Liens set forth on Schedule A(ii )