definiens: means ( i ) Liens for Taxes that ( A ) are not yet due and payable or ( B ) are beingcontested in good faith by appropriate proceedings, in each case only if adequate reserves with respect thereto havespecifically been established in the Audited Balance Sheet, to the extent required by GAAP, ( ii ) Liens of carriers, warehousemen, mechanics, materialmen, repairmen and other similar common law or statutory Liens arising orincurred in the ordinary course of business consistent with past practice ( A ) that relate to obligations that are notdelinquent or that the Company or any of the Company Subsidiaries is contesting in good faith by appropriateproceedings and for which adequate reserves have specifically been established in the Audited Balance Sheet, to theextent required by GAAP and ( B ) that are not, individually or in the aggregate, material to the business of theCompany and the Company Subsidiaries, taken as a whole, ( iii ) Liens arising under original purchase price conditionalsales Contracts and equipment leases with third parties entered into in the ordinary course of business consistent withpast practice that are not, individually or in the aggregate, material to the business of the Company and the CompanySubsidiaries, taken as a whole, ( iv ) zoning, entitlement, building and land use ordinances, codes and regulationsimposed by any Governmental Authority that are not materially violated by any current use, occupancy or activityconducted by the Company or any of the Company Subsidiaries, ( v ) in the case of the Leased Property, any Lien towhich the fee simple interest ( or any superior leasehold interest ) is subject, ( vi ) Liens in favor of the lessors under theLease Agreements, ( vii ) easements, rights - of - way, encroachments, restrictions, conditions or imperfections of title orother similar Liens that have arisen in the ordinary course of business which, individually or in the aggregate, do notand would not materially impair the use ( or contemplated use ), utility or value of the applicable real property orotherwise materially impair the present or contemplated business operations at such location, and ( viii ) non - exclusivelicenses of Intellectual Property in the ordinary course of business