definiens: shall mean ( a ) any Encumb rance for Taxes ( i ) that are not due and payable or ( ii ) the validi ty of which is being contested in good faith by app ropriate proceedings and for which adequate reserves have be en established in accordance with GAAP in the Compa ny ’s latest financial statements included in the Company SEC Documents, ( b ) mechanics ’, materialmen ’s, carr iers ’, workmen ’s, warehouseman ’s, repairmen ’s, landlords ’ and similar liens granted or which arise in the ord inary course of business consistent with past practice, ( c ) in the case of real property, Encumbrances that are easements, rights - of - way, encroachments, restrictio ns, conditions and other similar Encumbrances incur red or suffered in the ordinary course of business consist ent with past practice and which, individually or i n the aggregate, do not and would not materially impair t he use ( or contemplated use ), utility or value of t he applicable real property or otherwise materially i m pair the present or contemplated business operation s at such location, or zoning, entitlement, building and othe r land use regulations imposed by Governmental Bodi es having jurisdiction over such real property or that are otherwise set forth on a title report, ( d ) in the case of Intellectual Property Rights, licenses granted to u se such Intellectual Property Rights and ( e ) in the case of any Contract, Encumbrances that are restrictions agains t the transfer or assignment thereof that are inclu ded in the terms of such Contract