definiens: means ( i ) any restriction o n transfer arising under applicable securities law, ( ii ) statutory liens for current Taxes or other gov ernmental charges not yet due and payable ; ( iii ) me chanics ’, carriers ’, workers ’, repairers ’, landlords ’ and sim ilar statutory Encumbrances arising or incurred in the Ordinary Course of Business for amounts which are not delinq uent, or the amount or validity of which is being c ontested in good faith by appropriate proceedings by or on beha lf of the Sellers and their Subsidiaries ; ( iv ) zoni ng, entitlement, building and other land use regulations imposed by Governmental Bodies having jurisdiction over the Le ased Real Property which are not violated by the current use and operation of the Leased Real Property ; ( v ) cove nants, conditions, reservations, restrictions, rights - of - w ay, easements and other similar matters of record o r minor title or survey exceptions and other similar restrictions af fecting title to the fee interest of the Leased Rea l Property which do not materially impair the occupancy or use of th e Leased Real Property for the purposes for which i t is currently operated or used ; ( vi ) Encumbrances on the fee inte rest of the Leased Real Property which do not mater ially impair or interfere with the occupancy, operation or use o f the Leased Real Property for the purposes for whi ch it is currently operated or used by the Sellers or a Subs idiary of the Sellers, ( vii ) Encumbrances affecting the lessor or licensor under any real property lease agreement, ( viii ) Encumbrances arising under worker ’s compensat ion, unemployment insurance, social security, retirement and similar Legal Requirements ; ( ix ) purchase mone y Encumbrances and Encumbrances securing rental payme nts under capital lease arrangements ; ( x ) Encumbran ces securing Indebtedness that is repaid or cancelled a t Closing ( and which Encumbrances are released at C losing ) ; and ( xi ) non - exclusive licenses of Intellectual Pro perty