definiens: shall mean ( a ) liens for Taxes, assessments and o ther governmental charges not yet due or which may thereafter be paid without penalty, ( b ) liens for Taxes being contested in good faith by appropriate proceedings and which have been taken i nto account in accordance with GAAP, ( c ) liens impo sed by operation of law ( including statutory, mechanic ’s, laborer ’s, materialmen ’s, carrier ’s, workmen ’s, rep airmen ’s, landlord ’s, or other similar liens arising from or incurred in the ordinary course of the Business for sums not yet due and payable or being contested in good faith by appropriate proceedings ), ( d ) statutory or contrac tual landlord ’s liens under leases pursuant to which Sel ler is a lessee and not in default, ( e ) such other imperfections of title as do not materially detract from the value o r otherwise materially interfere with the present u se of any of the burdened or affected property or otherwise material ly impair the operation of the Business as presentl y conducted, and ( f ) liens listed on Section 1.1(c ) of the Selle r Disclosure Letter