definiens: means ( a ) statutory liens for unpaid Taxes that a re ( x ) not yet delinquent or ( y ) which are being contested in good faith and for whi ch adequate reserves have been established in the S eller Financial Statements in accordance with GAAP, ( b ) l iens arising by operation of law in favor of wareho usemen, landlords, carriers, mechanics, materialmen, labore rs, or suppliers, incurred in the Ordinary Course o f Business, ( c ) liens on amounts deposited to secure any Seller 's obligations in connection with worker 's compensa tion or other unemployment insurance ( but excluding Encumbrances arising under ERISA ) pertaining to any Seller 's emp loyees in the Ordinary Course of Business and not in conne ction with the borrowing of money relating to oblig ations as to which there is no default on the part of the Sel ler for a period with respect to amounts not yet ov erdue or which are being contested in good faith and for which ade quate reserves have been established in the Seller Financial Statements in accordance with GAAP, ( d ) liens on am ounts deposited to secure any Seller 's obligations in connection with the making or entering into of bids, tenders, or leases in the Ordinary Course of Busi ness and not in connection with the borrowing of money or the de ferred purchase price of property or services, ( e ) as to any Lease, any Encumbrance in the Ordinary Course of Bu siness affecting solely the interest of the landlor d or lessor thereunder and not the interest of the tenant or le ssee thereunder, which do not materially impair the value or use of such Lease, ( f ) with respect to any Real Propert y that is a Transferred Asset, easements, rights of way, zoning restrictions and minor title defects or irregularit ies that do not, individually or in the aggregate, materially affect the value of such property based upon its current u se or materially impair the current use or operatio n thereof, and ( g ) in the case of the Nalpropion Shares, restricti ons on transfer arising under applicable federal an d state securities Laws