definiens: means : ( i ) Encumbrances i m posed by Law ( including materialmen ’s, mechanics ’, carriers ’, workmen ’s and repairmen ’s li ens and transfer restrictions imposed by national, federal or state securities laws to the extent the same are fo r obligations not yet due and payable ) ; ( ii ) licens es of Intellectual Property consistent with past practice and in effec t on 11 the date of this Agreement ; ( iii ) in the case of In tellectual Property, gaps or defects in the chain o f title evident from the publicly - available records of the applicab le Governmental Entity maintaining such records ; ( i v ) other Encumbrances which do not, individually or in the a ggregate, materially interfere with the ownership, use or enjoyment of the applicable Transferred Asset or as sets related to Lazanda, as applicable ; and ( v ) Enc umbrances created pursuant to any potential transfer of right s in respect of the Non - Transferred Products