definiens: means ( i ) Encumbrances to the extent specifically reflected or specifically reserved against or otherwise disclosed in the Financial Information ; ( ii ) mechanics ’, materialmen ’s, wareh ousemen ’s, carriers ’, workers ’, builders ’ or repairmen ’s liens or other similar common law or statutory Encumbrances arising or incurred in the Ordinary Course and that secure either ( A ) amounts not yet due and payable or ( B ) amounts that are being contest ed in good faith by appropriate proceedings and ( in either case ) for which adequate reserves have been established in the Financial Information ; ( iii ) liens for Taxes, assessments and other governmental charges not yet due and payable or due but not delinq uent or being contested in good faith by appropriate proceedings and for which adequate reserves have been established in the Financial Information ; ( iv ) with respect to real property, ( A ) easements, quasi -easements, licenses, covenants, rights -of - way, rig hts of re -entry or other similar restrictions and minor imperfections of title, including any items that would be shown by a current title report or other similar report or listing or implied by law, including easements for streets, alleys, highways, tele phone lines, power lines, and railways, and all similar matters of public record, ( B ) any conditions that would be apparent or revealed by a current survey or physical inspection that ( in the case of both ( A ) and ( B ) ) do not secure payment of a sum of mone y and do not and would not be expected to, individually or in the aggregate, materially impair the present use and operation of such property and ( C ) zoning, building, subdivision or other similar requirements or restrictions ; ( v ) deed restrictions limitin g the use of real property to commercial, industrial or non -residential uses in each case that are consistent with such real property ’s present use ; ( vi ) licenses, covenants not to sue or other rights under Intellectual Property, IT Assets or Product Autho rization Data granted by Seller Parent or its Subsidiaries ; ( vii ) Encumbrances in Purchaser ’s favor arising out of this Agreement or any Ancillary Agreement ; ( viii ) immaterial non -monetary Encumbrances incurred in the Ordinary Course ; ( ix ) Encumbrances tha t will be discharged prior to or in conjunction with the Closing ; ( x ) pledges or deposits under workmen ’s compensation Laws, unemployment insurance Laws or similar legislation, or good -faith deposits in connection with bids, tenders, contracts or leases, o r deposits to secure public or statutory obligations or to secure customs or appeal bonds to which such entity is a party, in each case incurred or made in the Ordinary Course ; and ( xi ) Encumbrances disclosed in Section 1.1 of the Seller Disclosure Schedul e